XTRA INC, S-3, 1994-07-26

XTRA INC
S-3, 1994-07-26

Previous: UNITED STATES SURGICAL CORP, 10-Q, 1994-07-26

Next: ZENITH ELECTRONICS CORP, 424B3, 1994-07-26

<PAGE> 1

As filed with the Securities and Exchange Commission on July 26, 1994
Securities Act File No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------
XTRA CORPORATION XTRA, INC.
(Exact Names of Registrants as Specified in Their Charters)

DELAWARE MAINE
(States or Other Jurisdictions of Incorporation or Organization)

06-0954158 01-0346274
(I.R.S. Employer Identification Nos.)

c/o X-L-CO., INC., 60 State Street, Boston, Massachusetts 02109 (617) 367-5000
(Address, including zip code and telephone number, including area code, of
registrants' principal executive offices)

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

JAMES R. LAJOIE, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
C/O X-L-CO., INC.
60 STATE STREET, BOSTON, MA 02109 (617) 367-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
DAVID A. FINE, ESQ. ROBERT W. REEDER, ESQ.
Ropes & Gray Sullivan & Cromwell
One International Place 250 Park Avenue
Boston, MA 02110 New York, NY 10177
(617) 951-7000 (212) 558-4000
--------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effectiveness of this Registration Statement.

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

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================================
Title of each class of Amount to be Maximum offering Maximum aggregate Amount of
securities to be registered registered (1) price per unit(2) offering price(2) registration fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock of XTRA Corporation
(par value $.50 per share)... (6)
- ----------------------------------------------------------------------------------------------------------------------------------
Preferred stock of XTRA Corporation
(without par value)... (6)
- ----------------------------------------------------------------------------------------------------------------------------------
Debt securities of XTRA, Inc.... (6) (3)(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Guarantees by XTRA Corporation
of Debt Securities of XTRA, Inc.... (6) (5) (5) (5)
- ----------------------------------------------------------------------------------------------------------------------------------
Total $410,000,000 100% $410,000,000(6) $141,379.31
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Plus such indeterminate number of shares of Common Stock, and indeterminate amounts of Debt Securities and Preferred
Stock, as may be issued upon conversion or exchange of any other Debt Securities or Preferred Stock that provide for
conversion or exchange into other securities.
(2) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457 under the Securities
Act of 1933.
(3) Or, if Debt Securities are issued with the principal denominated in a foreign currency, such principal amount as shall
not exceed an aggregate initial offering price the equivalent of U.S. $410,000,000 at the time of initial offering.
(4) Or, if any Debt Securities are issued at original discount, such greater amount as shall not exceed an aggregate initial
offering price of $410,000,000.
(5) No separate registration fee is required for the Guarantees in accordance with Rule 457(n).
(6) In no event will the aggregate initial offering price of the Common Stock, Preferred Stock, Debt Securities and
Guarantees exceed $410,000,000.
</TABLE>
<PAGE> 2

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included herein also relates to a total of $90,000,000 of Debt Securities of
XTRA, Inc., guaranteed by XTRA Corporation, that are registered under
Registration Statement No. 33-43481, which was declared effective on December
10, 1991. In the event any of such previously registered Debt Securities are
offered and sold prior to the effective date of this Registration Statement,
the amount of such Debt Securities will not be included in any Prospectus
hereunder.

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

The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

-2-

<PAGE> 3

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED JULY 26, 1994
$500,000,000
XTRA CORPORATION
PREFERRED STOCK AND COMMON STOCK
XTRA, INC.
DEBT SECURITIES
GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
XTRA CORPORATION
------------------------

XTRA Corporation may offer and sell from time to time, together or
separately, (i) shares of its Preferred Stock, no par value (the "Preferred
Stock"), in one or more series, and/or (ii) shares of its Common Stock, par
value $0.50 per share (the "Common Stock"), and XTRA, Inc., a wholly-owned
subsidiary of XTRA Corporation, may offer and sell from time to time its debt
securities (the "Debt Securities"), which may be either senior debt securities
("Senior Securities") or subordinated debt securities ("Subordinated
Securities"), consisting of unsecured debentures, notes and/or other evidences
of its indebtedness in one or more series at prices and on terms to be
determined at the time or times of sale. XTRA Corporation will unconditionally
guarantee on a senior or subordinated basis, as the case may be, the payment of
principal of, premium, if any, and interest on the Debt Securities (the
"Guarantees"). The Debt Securities, Preferred Stock, Common Stock and Guarantees
are referred to herein collectively as the "Securities." The aggregate initial
offering price of the Securities will not exceed $500,000,000 (or its equivalent
(based on the applicable exchange rate at the time of sale) in one or more
foreign currencies, currency units or composite currencies as shall be
designated by XTRA Corporation or XTRA, Inc. as the case may be).

For each offering of Securities for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (each a
"Prospectus Supplement") that sets forth (i) the specific designation, aggregate
principal amount, denominations, currency of payment, maturity, premium, if any,
interest rate, if any (which may be fixed or variable) or method of calculation
thereof, time of payment of any interest, terms for any redemption at the option
of XTRA, Inc. or the holder, terms for any sinking fund payments, subordination
provisions, if any, any listing on a national securities exchange, the form of
the Debt Securities (which may be in registered or permanent global form), the
initial public offering price and certain other terms of and in connection with
the offering and sale of the Debt Securities in respect of which this Prospectus
is being delivered; (ii) the terms of the Guarantees in respect of which this
Prospectus is being delivered; (iii) the specific series designation, number of
shares, the stated value and liquidation preference per share, initial public
offering price, dividend rate (or method of calculation), dates on which
dividends will be payable and dates from which dividends will accrue, optional
or mandatory redemption or sinking fund provisions, any conversion or exchange
rights, any listing of the Preferred Stock on a national securities exchange,
any voting rights and any other terms in connection with the offer and sale of
the Preferred Stock, if any, in respect of which this Prospectus is being
delivered; and (iv) the number of shares and initial public offering price of
the Common Stock in respect of which this Prospectus is being delivered. The
Prospectus Supplement will also contain information, as applicable, about
certain United States Federal income tax considerations relating to the
Securities in respect of which this Prospectus is being delivered. See
"Description of Debt Securities of XTRA, Inc.," "Description of Preferred Stock
of XTRA Corporation" and "Description of Common Stock of XTRA Corporation."

The Senior Securities of XTRA, Inc. will rank equally with all other
unsubordinated and unsecured indebtedness of XTRA, Inc. The Subordinated
Securities will be subordinated to all existing and future Senior Indebtedness
(as defined) of XTRA, Inc. and the Guarantees of the Subordinated Securities
will be subordinated to all existing and future Senior Guarantor Indebtedness
(as defined) of XTRA Corporation.

XTRA Corporation's Common Stock is listed on the New York Stock Exchange
under the symbol "XTR." Any Common Stock offered will be listed, subject to
notice of issuance, on such exchange.

The Securities may be sold to or through underwriters, and also may be sold
directly by XTRA Corporation or XTRA, Inc. to other purchasers or through
agents. See "Plan of Distribution." The names of and the principal amounts to be
purchased by any underwriters or sold through any agents and the compensation of
such underwriters or agents will be set forth in an accompanying Prospectus
Supplement.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

The date of this Prospectus is , 1994
<PAGE> 4

AVAILABLE INFORMATION

XTRA Corporation ("XTRA" or the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and copies of such material can be obtained by mail from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, such material may also be
inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE"), 20
Broad Street, New York, New York 10005, upon which exchange the Company's Common
Stock is listed.

XTRA, Inc. and the Company have filed with the Commission a joint
registration statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"). This Prospectus does not contain all
of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information reference is hereby made to the Registration
Statement.
------------------------

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 1-7654)
pursuant to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993;

2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1993 and March 31, 1994;

3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated July 1, 1964, including
any amendments or reports filed for the purpose of updating such
description; and

4. All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Securities offered hereby.

Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents that are incorporated herein by reference other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to the Company c/o its management subsidiary, X-L-CO., INC., at 60 State Street,
Boston, Massachusetts 02109, Attention: Investor Relations, telephone (617)
367-7810.

THE COMPANY

The Company is engaged in transportation equipment leasing and conducts its
operations through its subsidiary, XTRA, Inc. The Company's leasing equipment is
offered to private fleet owners, contract and common carriers, railroads and
steamship lines to cover cyclical, seasonal or geographic shortages and as a

2
<PAGE> 5

substitute for purchasing equipment. The Company's two operating divisions are
XTRA Lease and XTRA Intermodal. XTRA Lease leases, primarily on an operating
basis, over-the-road trailers as well as older trailers for mobile storage use.
XTRA Intermodal leases, primarily on an operating basis, intermodal trailers,
chassis and domestic containers.

The Company was organized in 1957 as a Massachusetts corporation. In 1976
it transferred substantially all of its operating assets to XTRA, Inc., a newly
organized Maine corporation, and the Company was organized as a holding company
under the laws of the State of Delaware. The Company's management subsidiary,
X-L-CO., Inc., is located at 60 State Street, Boston, Massachusetts 02109, and
its telephone number is (617) 367-5000.

USE OF PROCEEDS

Except as otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities being
offered hereby for general corporate purposes. Such purposes may include, among
others, financing capital expenditures, repayment of outstanding short-term
borrowings and long-term debt and financing acquisitions in transportation
equipment or other equipment leasing product lines. Pending such use, the net
proceeds of any offering of the Securities offered hereby may be invested
temporarily in short-term marketable securities.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following tables set forth the historical ratios of earnings to fixed
charges of the Company and its consolidated subsidiaries and of XTRA, Inc. and
its consolidated subsidiaries and the historical ratio of earnings to combined
fixed charges and preferred stock dividends of the Company and its consolidated
subsidiaries for the years indicated. For purposes of computing the consolidated
ratios of earnings to fixed charges and consolidated ratio of earnings to
combined fixed charges and preferred stock dividends, "earnings" represent
income (loss) from continuing operations before taxes and extraordinary items
plus fixed charges. "Fixed charges" for continuing operations consist of
interest on indebtedness (including capitalized interest) and the portion of
rental expense that represents interest.

<TABLE>
XTRA CORPORATION

<CAPTION>
SIX MONTHS
FISCAL YEAR ENDED SEPTEMBER 30, ENDED MARCH 31,
----------------------------------------------- -------------------
1989 1990 1991 1992 1993 1993 1994
------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges..................... 1.4X 0.7X 1.8X 2.7X 2.6X 2.4X 3.6X
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends............. 1.2X 0.6X 1.5X 2.1X 2.2X 2.0X 3.6X*
<FN>
- ---------------

* No shares of the Company's Preferred Stock are currently outstanding.
</TABLE>

<TABLE>
XTRA, INC.

3
<PAGE> 6

The Company and XTRA, Inc. each reported a pretax loss for the fiscal year
ended September 30, 1990. For such period each of the Company and XTRA, Inc.
would have needed to generate additional income from continuing operations,
before provision for income taxes, of $12 million to cover its fixed charges of
$45 million and the Company would have needed to generate additional income from
continuing operations, before provision for income taxes, of $19 million to
cover its combined fixed charges and preferred stock dividends of $52 million.

DESCRIPTION OF DEBT SECURITIES OF XTRA, INC.

The following description sets forth certain general terms and provisions
of the Debt Securities of XTRA, Inc. to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply to
the Debt Securities so offered will be described in the Prospectus Supplement
relating to such Debt Securities.

The Debt Securities constitute either Senior Securities or Subordinated
Securities. The Senior Securities and related Guarantees are to be issued under
an Indenture dated as of , 1994 (the "Indenture"), among XTRA,
Inc., the Company, as Guarantor, and The First National Bank of Boston, as
Trustee (the "Senior Trustee"), the form of which Indenture is filed as an
exhibit to the Registration Statement. The Subordinated Securities and related
Guarantees will be issued under an Indenture (the "Subordinated Indenture") to
be entered into among XTRA, Inc., the Company, as Guarantor, and a trustee to be
designated prior to the issuance of any such Subordinated Securities, the form
of which Subordinated Indenture is also filed as an exhibit to the Registration
Statement. Information regarding the trustee (the "Subordinated Trustee") under
the Subordinated Indenture will be included in any Prospectus Supplement
relating to such Subordinated Securities. The Senior Indenture and the
Subordinated Indenture are sometimes collectively referred to herein as the
"Indentures;" the Senior Trustee and the Subordinated Trustee are sometimes
collectively referred to herein as the "Trustees" and individually as a
"Trustee." The following summary of certain provisions of the Indentures does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Indentures, including the definitions
therein of certain terms. Wherever particular provisions of defined terms of the
Indentures are referred to, such provisions or defined terms are incorporated
herein by reference. Certain defined terms in the Indentures are capitalized
herein. References in parentheses are to the Indentures.

GENERAL

The Indentures provide that unsecured Debt Securities of XTRA, Inc., not
limited in aggregate principal amount, may be issued in one or more series
thereunder. (Section 3.1) The Senior Securities will be unsecured obligations of
XTRA, Inc. and will rank on a parity with all other unsecured and unsubordinated
indebtedness of XTRA, Inc. Unless otherwise indicated in the applicable
Prospectus Supplement, the Subordinated Securities will be unsecured and
subordinated in right of payment to all existing and future Senior Indebtedness
of XTRA, Inc., in the manner and to the extent described below under
"Subordination of Subordinated Securities." XTRA, Inc.'s sources of payment of
the Debt Securities are leasing revenues from transportation equipment owned or
leased directly by it and remittances from its subsidiaries. In any liquidation,
foreclosure or other similar proceeding, creditors of the subsidiaries of XTRA,
Inc. will be entitled to payment of obligations owed to them before any assets
are distributed to XTRA, Inc.

The Debt Securities will be unconditionally guaranteed by the Company as to
payment of principal, premium, if any, and interest, except that the
Subordinated Securities will be guaranteed on a subordinated basis. (Section
2.2) See "Guarantees."

Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms thereof, among
others: (1) the title of such Debt Securities; (2) any limit upon the aggregate
principal amount of such Debt Securities; (3) the person to whom any interest on
such Debt Securities shall be payable if other than the registered holder; (4)
the date or dates on which such Debt Securities will mature; (5) the rate or
rates at which such Debt Securities shall bear interest, if any, or the method
by which such rate or rates shall be determined; (6) the date or dates from
which any such

4
<PAGE> 7

interest shall accrue, and the Interest Payment Dates on which payment of any
such interest will be payable and the Regular Record Dates for such Interest
Payment Dates (or method for establishing any such date or dates); (7) the place
or places where the principal of, premium, if any, and any interest on such Debt
Securities shall be payable; (8) the period or periods within which, the price
or prices at which, and the terms and conditions upon which such Debt Securities
may be redeemed, in whole or in part, at the option of XTRA, Inc.; (9) the
obligation, if any, of XTRA, Inc. to redeem, repay or purchase such Debt
Securities pursuant to any sinking fund or analogous provisions or at the option
of a Holder thereof and the period or periods within which, the price or prices
at which, and the terms and conditions upon which such Debt Securities shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(10) the denominations in which any debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple thereof; (11) if other
than U.S. dollars, the currency, currencies or currency unit or units in which
principal of, premium, if any, and interest on such Debt Securities shall be
payable and the manner of determining the equivalent thereof in the currency of
the United States for any purpose; (12) if the principal of or any premium or
interest on such Debt Securities is to be payable, at the election of XTRA, Inc.
or a Holder thereof, in one or more currencies or currency units other than that
or those in which such Debt Securities are stated to be payable, the currency,
currencies or currency units in which payment of the principal of and any
premium and interest on Debt Securities of such series as to which such election
is made shall be payable, and the period or periods within which and the terms
and conditions upon which such election is to be made; (13) the index or
formulas, if any, with reference to which the amount of any payment of principal
of, premium, if any, or interest on the Debt Securities will be determined; (14)
the portion of the principal amount of such Debt Securities which will be
payable upon declaration of acceleration of the Maturity thereof, if other than
the stated principal amount thereof; (15) if the principal amount payable at the
Stated Maturity of any of the Debt Securities will not be determinable as of any
one or more dates prior to the Stated Maturity, the amount which will be deemed
to be such principal amount as of any such date for any purpose, including the
principal amount thereof which will be due and payable upon any Maturity other
than the Stated Maturity or which will be deemed to be Outstanding as of any
such date (or, in any such case, the manner in which such deemed principal
amount is to be determined); (16) the applicability of any provisions described
under "Certain Covenants of XTRA, Inc. and the Company" and any additional
restrictive covenants included for the benefit of Holders of such Debt
Securities; (17) any additional Events of Default with respect to such Debt
Securities; (18) whether such Debt Securities shall be issued, in whole or in
part, in permanent global form (each a "Global Security") and, in such case, the
Depositary for such Global Security or Securities; (19) in the case of an issue
of Subordinated Securities, the subordination provisions, if different from
those described under "Subordination of Subordinated Securities" and
"Guarantees" below; (20) the applicability of any provisions described below
under "--Defeasance," and (21) any other terms of such Debt Securities not
inconsistent with the provisions of the Indentures. (Sections 3.1 and 9.1)

Principal, premium, if any, and interest will be payable, and such Debt
Securities will be transferable, in the manner described in the Prospectus
Supplement relating to such Debt Securities. The maturities and interest rates
of certain Debt Securities sold through underwriters or agents may be fixed by
XTRA, Inc. from time to time, in which case no specific maturities or rates, but
rather permissible ranges of such maturities and rates will be set forth in the
Prospectus Supplement relating thereto.

Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be exchangeable and transfers thereof will be
registrable at the offices or agencies of XTRA, Inc. maintained for such
purpose, initially in the case of the Senior Securities at the Corporate Trust
Office of the Senior Trustee in Canton, Massachusetts. In New York City, Senior
Securities may be presented for transfer or exchange at the office of BancBoston
Trust Company of NY. Principal of and premium, if any, and interest on the
Senior Securities will be payable at the office or agency in Canton,
Massachusetts of The First National Bank of Boston, as Paying Agent, provided
that, at the option of XTRA, Inc., payment of interest may be made by check
mailed to the address of the Person entitled thereto as it appears in the
Security Register. (Sections 3.1, 3.5 and 10.2) The offices or agencies of XTRA,
Inc. at which exchanges and transfers of Subordinated Securities will be
registrable and the office or agency of any Paying Agent with respect to the
Subordinated Securities will be identified in the Prospectus Supplement relating
thereto.

5
<PAGE> 8

Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in registered form, without coupons, in
denominations of $1,000 or any integral multiple thereof. (Section 3.2) No
service charge will be made for any transfer or exchange of the Debt Securities,
but XTRA, Inc. may require payment of a sum sufficient to cover any tax or other
governmental charge in connection therewith. (Section 3.5) The Indentures also
provide that the Debt Securities of any series, if so specified with respect to
a particular series, may be issued in permanent global form. See "Global
Securities."

Debt Securities may be issued at a discount from their stated principal
amount. United States Federal income tax considerations and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the applicable Prospectus Supplement. "Original Issue Discount
Security" means any security which provides for an amount less than the stated
principal amount thereof to be due and payable upon the declaration of
acceleration of the maturity thereof upon the occurrence and continuance of an
Event of Default. (Section 1.1)

If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal of and any premium and interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
the restrictions, elections, general tax considerations, specific terms and
other information with respect to such issue of Debt Securities and such foreign
currency or currencies or foreign currency unit or units will be set forth in
the applicable Prospectus Supplement. If any index is used to determine the
amount of payments of principal of, premium, if any, or interest on any series
of Debt Securities, special Federal income tax, accounting and other
considerations applicable thereto will be described in the applicable Prospectus
Supplement.

Other than as set forth under "Certain Covenants of XTRA, Inc. and the
Company," and only to the extent applicable to the Debt Securities of a
particular series, as indicated in the applicable Prospectus Supplement, there
are no provisions of the Indentures that afford Holders of the Debt Securities
protection in the event of a highly leveraged transaction involving XTRA, Inc.
or the Company.

SUBORDINATION OF SUBORDINATED SECURITIES

The indebtedness evidenced by the Subordinated Securities will be
subordinated and junior in right of payment to the extent set forth in the
Subordinated Indenture to the prior payment in full of amounts then due on all
Senior Indebtedness (as defined below). No payment shall be made on the
Subordinated Securities, including by way of redemption, purchase, or in any
other manner, if the Subordinated Trustee shall have received notice from XTRA,
Inc., the Company or any Senior Lender (as defined below), that (i) there exists
a default which shall be continuing in the payment of principal of, or premium,
if any, or interest on any Senior Indebtedness, beyond any applicable grace
period with respect thereto, or (ii) there exists a default (other than a
default specified in clause (i) above) with respect to any Senior Indebtedness
which shall be continuing; provided, however, that no notice given with respect
to one or more defaults of the type specified in clause (ii) shall suspend for
longer than 180 days from the date of such notice any payment on Subordinated
Securities that has become due, and only one such notice may be given during any
360-day period.

Upon any distribution of assets of XTRA, Inc. upon any liquidation,
dissolution or other winding-up of XTRA, Inc. whether voluntary or involuntary,
or in bankruptcy or insolvency, all principal of, premium, if any, and interest
due upon all Senior Indebtedness must be paid in full before the Holders of the
Subordinated Securities or the Subordinated Trustee are entitled to receive or
retain any assets so distributed in respect of the Subordinated Securities. By
reason of this provision, in the event of insolvency, Holders of the
Subordinated Securities may recover less, ratably, than other creditors of XTRA,
Inc., including holders of Senior Indebtedness.

Subject to payment in full of all Senior Indebtedness of XTRA, Inc., the
rights of Holders of the Subordinated Securities will be subrogated to the
rights of holders of Senior Indebtedness to receive payments or distributions of
cash, property or securities of XTRA, Inc. applicable to Senior Indebtedness.

"Senior Indebtedness" means the principal of, premium, if any, and interest
on (a) all indebtedness of XTRA, Inc. (including indebtedness of others
guaranteed by XTRA, Inc.), other than the Subordinated

6
<PAGE> 9

Securities, which is (i) for money borrowed or (ii) evidenced by a note or
similar instrument given in connection with the acquisition of any business,
properties or assets of any kind or in connection with the obtaining of
financing, and (b) amendments, renewals, extensions, modifications and
refundings of any such indebtedness or obligation, in any such case whether
outstanding on the date of the Subordinated Indenture or thereafter created,
incurred or assumed, unless in any case in the instrument creating or evidencing
any such indebtedness or obligation or pursuant to which the same is outstanding
it is provided that such indebtedness or obligation is not superior in right of
payment to the Subordinated Securities or it is provided that such indebtedness
or obligation is subordinated to Senior Indebtedness to substantially the same
extent as the Subordinated Securities are subordinated to Senior Indebtedness.
The term "Senior Lender" shall mean any holder of Senior Indebtedness or Senior
Guarantor Indebtedness (as defined below under "Guarantees").

The Subordinated Indenture places no limitation on the amount of additional
Senior Indebtedness or Senior Guarantor Indebtedness that may be incurred by
XTRA, Inc. or the Company. XTRA, Inc. and the Company expect from time to time
to incur additional indebtedness constituting Senior Indebtedness and Senior
Guarantor Indebtedness. As of March 31, 1994, the amount of Senior Indebtedness
was approximately $175 million and the amount of Senior Guarantor Indebtedness
was approximately $175 million.

GUARANTEES

The Company will unconditionally guarantee the due and punctual payment of
principal of, premium, if any, and interest on the Debt Securities, when and as
the same shall become due and payable, whether at the maturity date, by
declaration of acceleration, call for redemption or otherwise, except that
payments under the Guarantees of the Subordinated Securities will be
subordinated to Senior Guarantor Indebtedness to the extent described below. The
term "Senior Guarantor Indebtedness" means all obligations of the Company under
guarantees of Senior Indebtedness of XTRA, Inc. No payment will be made by the
Guarantor under the Guarantee in respect of the Subordinated Securities during
any period that payments by XTRA, Inc. on the Subordinated Securities are
suspended by the subordination provisions of the Subordinated Indenture as
described above under "Subordination of Subordinated Securities." The Guarantees
will remain in effect until the entire principal of, premium, if any, and
interest on the Debt Securities shall have been paid in full or otherwise
discharged in accordance with the provisions of the Indentures. (Section 2.2)

Upon any distribution of assets of the Company upon any liquidation,
dissolution or other winding up of the Company, whether voluntary or
involuntary, or in bankruptcy or insolvency, all amounts due in respect of all
Senior Guarantor Indebtedness must be paid in full before the Holders of the
Guarantees of the Subordinated Securities, or the Subordinated Trustee, are
entitled to receive or retain any assets so distributed in respect of the
Guarantees of the Subordinated Securities. By reason of this provision, in the
event of insolvency, Holders of the Subordinated Securities and the related
Guarantees may recover less, ratably, than other creditors of the Company,
including holders of Senior Guarantor Indebtedness.

Subject to payment in full of all Senior Guarantor Indebtedness, the rights
of the Holders of the Subordinated Securities under the related Guarantees will
be subrogated to the rights of Holders of Senior Guarantor Indebtedness to
receive payments or distributions of cash, property or securities of the Company
applicable to Senior Guarantor Indebtedness.

The Company's sources of funds for payment of its obligations, including
its obligations under the Guarantees of the Debt Securities, are remittances
from its subsidiary, XTRA, Inc. See "Description of Common Stock of XTRA
Corporation -- Holding Company Status."

GLOBAL SECURITIES

Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.

7
<PAGE> 10

No Global Security may be exchanged in whole or in part for Debt Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the names of Persons other than the Depositary for such Global
Security or its nominee unless (i) such Depositary notifies XTRA, Inc. that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, (ii) there shall have occurred and be continuing an Event of
Default with respect to the Debt Securities, (iii) XTRA, Inc. executes and
delivers to the Trustee an order to the effect that the Global Securities shall
be transferable and exchangeable, or (iv) there shall exist such circumstances
in addition to, or in lieu of, the foregoing as may be described in the
applicable Prospectus Supplement. (Sections 3.1. and 3.5) Principal of, premium,
if any, and interest on a Global Security will be payable in the manner
described in the Prospectus Supplement relating thereto. The specific terms of
the depositary arrangements with respect to any portion of a series of Debt
Securities to be represented by a Global Security will be described in the
applicable Prospectus Supplement.

CERTAIN COVENANTS OF XTRA, INC. AND THE COMPANY

LIMITATION ON LIENS OF THE COMPANY.

The Company will not create or permit to exist any mortgage, pledge, deed
of trust or security interest on any of the capital stock, or Indebtedness
convertible into capital stock, of any of its Subsidiaries. (Section 10.7)

LIMITATION ON LIENS OF XTRA, INC.

XTRA, Inc. will not create or permit to exist any mortgage, pledge, deed of
trust, financing lease or security interest ("Liens") on any of its property
whether now owned or hereafter acquired other than:

(i) Liens on Transportation Equipment securing Acquired Equipment
Indebtedness;

(ii) Liens on Transportation Equipment securing Purchase Money
Equipment Indebtedness, but only on the Transportation Equipment in respect
to the purchase of which such Purchase Money Equipment Indebtedness shall
have been incurred;

(iii) Liens on real property;

(iv) Liens incurred or deposits made in the ordinary course of
business (1) in connection with workers' compensation, unemployment
insurance, social security and other like laws, or (2) to secure the
performance of letters of credit, bids, tenders, sales contracts, leases,
statutory obligations, surety, appeal and performance bonds and other
similar obligations not incurred in connection with Indebtedness or (3) in
connection with the opening of commercial letters of credit naming XTRA,
Inc. as an account party;

(v) Liens on Transportation Equipment securing Lease Obligations;
provided, however, that no such Lease Obligations shall arise out of the
Sale and Leaseback of Transportation Equipment unless the Sale and
Leaseback in question is entered into prior to, at the time of or within
180 days of the acquisition of the Transportation Equipment being sold and
leased back; and provided, further, that the leasing of Transportation
Equipment which has been remanufactured so that it is the substantial
equivalent of new equipment shall be considered the leasing of new
equipment and not of the used equipment which was remanufactured and
subsequently sold and leased back; and

(vi) Liens to secure Indebtedness and other obligations (excluding
Subordinated Indebtedness) which are not referred to as permitted Liens in
paragraphs (i), (ii), (iii), (iv) and (v) above; provided, however, that
the aggregate principal amount of Indebtedness and other obligations
secured thereby at any one time outstanding shall not exceed 10% of the
Consolidated Net Worth of XTRA, Inc.;

unless prior to or simultaneously with the inception of any such Lien which is
not referred to as a permitted Lien in paragraph (i), (ii), (iii), (iv), (v) or
(vi) above, XTRA, Inc. shall have executed and delivered to a Security Trustee
(as hereinafter defined), a security agreement or security agreements and such
other documents as the Security Trustee may reasonably request, each in form and
substance satisfactory to the applicable Trustee, granting to the Security
Trustee a security interest in such property subject to such Lien,

8
<PAGE> 11

such security interest to be for the equal and ratable benefit of the Holders
and such other holder or holders of Indebtedness with which XTRA, Inc. has
agreed to permit such holders to share in such Lien. Such security agreement or
security agreements may provide, at the option of XTRA, Inc., that the security
interest granted to the Security Trustee thereby shall terminate upon the
termination of all other Liens for the benefit of such other holder or holders
of Indebtedness. The Security Trustee shall be such Person as may be selected by
XTRA, Inc. or any holder of Indebtedness to whom XTRA, Inc. has specifically
granted the right to select such Security Trustee and who shall be entitled to
act without qualification or who, if required, shall qualify to act as such
under the Trust Indenture Act of 1939. (Section 10.8)

CERTAIN DEFINITIONS USED IN THE INDENTURES

"Acquired Equipment Indebtedness" of a Person is defined to mean all
Indebtedness (including all Lease Obligations) of the Person in question if such
Indebtedness (a) is Secured Equipment Indebtedness and (b) was incurred by
another Person prior to the time the Person in question acquired the
Transportation Equipment or Transportation Equipment leases securing such
Secured Equipment Indebtedness from such other Person or prior to the time the
Person in question acquired such other Person and shall include all extensions,
renewals and refinancings of such Indebtedness not in excess of the principal
amount thereof outstanding immediately prior to such extension, renewal or
refinancing.

"Consolidated Net Worth" of a Person is defined to mean, at any date as of
which the amount thereof shall be determined, the sum of the following amounts
which would be set forth on a Consolidated balance sheet of the Person in
question and its Subsidiaries at such date, determined in each case on a
Consolidated basis in accordance with generally accepted accounting principles:
(a) the par value (or values stated on the books of such Person) of the capital
stock of all classes of such Person other than capital stock held in the
treasury of such Person, plus (b) the amount of the Consolidated surplus,
whether capital or earned, of such Person and its Subsidiaries, plus (c)
Subordinated Indebtedness of such Person, plus (d) 50% of the deferred income
tax liability of such Person and its Subsidiaries, less (e) the amount which
would be carried in the asset side of such balance sheet of such Person and its
Subsidiaries in respect of goodwill, trade names, trademarks, patents,
unamortized debt issuance expenses and other intangibles, less (f) any increase
in the value of a fixed asset arising from a revaluation thereof after September
30, 1993.

"Indebtedness" is defined to mean (a) the principal of all indebtedness (i)
for borrowed money or (ii) for the deferred purchase price of property unless
the price thereof was payable in full within 12 months from the date on which
the obligation was created or (iii) evidenced by notes, bonds or other
instruments, (b) all Lease Obligations and (c) all guarantees and other
contingent obligations in respect of the principal of Indebtedness of others;
provided, however, that Indebtedness shall not include Subordinated
Indebtedness.

"Lease Obligation" of a Person is defined to mean all rental obligations
under leases of property (other than electronic data processing and computer
equipment and leases of office space by such Person or its Subsidiaries) either
(a) which are Capitalized Leases, or (b) if not Capitalized Leases, which are
leases of equipment which had an initial term of more than three years
(including any renewal terms at the option of the lessor). The amount of Lease
Obligations shall be equal to the aggregate value of rentals payable (other than
rentals consisting of taxes, indemnities, maintenance items, replacements and
other similar charges which are in addition to the basic financial rent for the
use of the property) by the lessee thereof during the remaining term thereof,
including periods of renewal at the option of the lessor, discounted to present
value using the lessee's "incremental borrowing rate at the inception of the
lease" in accordance with Financial Accounting Standard No. 13 of the Financial
Accounting Standards Board from time to time in effect.

"Purchase Money Equipment Indebtedness" of a Person is defined to mean all
Indebtedness (excluding all Lease Obligations) of such Person which is Secured
Equipment Indebtedness incurred to finance the purchase of Transportation
Equipment if such Indebtedness (a) shall have been incurred within 180 days of
the acquisition of such Transportation Equipment by the Person whose Purchase
Money Equipment Indebtedness is being determined and (b) does not exceed in
principal amount the initial cost of such Transportation Equipment and shall
include all extensions, renewals and refinancings of such Indebtedness not in
excess of the principal amount thereof outstanding immediately prior to such
extension, renewal or

9
<PAGE> 12

refinancing. The initial cost of Transportation Equipment may include, in
addition to the purchase price thereof and the purchase price of all accessories
and equipment installed thereon, all freight, delivery and handling charges,
excise, sales and use taxes and all other amounts which may be capitalized and
included in the cost of the equipment under generally accepted accounting
principles.

"Sale and Leaseback", with respect to a Person, means any transaction with
a bank, company, lender or investor providing for the leasing by such Person of
any property which has been or is to be sold or transferred by such Person to
such bank, company, lender or investor, or to any Person to whom funds have been
or are to be advanced by such bank, company, lender or investor on the security
of such property. (Section 10.7)

"Secured Equipment Indebtedness" is defined to mean with respect to a
Person all Indebtedness which is secured by any security interest, mortgage,
charge, pledge, deed of trust, or other similar lien on Transportation Equipment
or on leases of any such Transportation Equipment by the owner thereof and
includes all Lease Obligations. Transportation Equipment which is subject to a
lease or contract which is included as a Lease Obligation is deemed to secure
the Indebtedness evidenced thereby.

"Subordinated Indebtedness" is defined to mean Indebtedness of the Company
or XTRA, Inc. which is expressly subordinated and subject in right of payment to
the prior payment, in bankruptcy or in the event of a payment default on the
Debt Securities or the Guarantees, in full in money or money's worth in
accordance with their terms, of all principal of, premium, if any, and interest
on the Debt Securities or the Guarantees, as applicable. The Subordinated
Securities will constitute Subordinated Indebtedness.

"Subsidiary" of the Company or XTRA, Inc. is defined to mean a corporation
more than 50% of the Voting Stock of which is owned, directly or indirectly, by
the Company, XTRA, Inc. and/or one or more Subsidiaries of the Company or XTRA,
Inc.

"Transportation Equipment" is defined to mean containers, trucks, tractors,
trailers, chassis, cranes, portable ramps, lifting equipment, railroad
locomotives, railroad rolling stock, modular office units, mobile office and
storage trailers and all other transportation equipment, and includes all
accessories and attachments thereto. (Section 1.1)

EVENTS OF DEFAULT

The following are Events of Default under the Indentures with respect to
Debt Securities of any series: (a) failure to pay any interest on any Debt
Security of that series when due, continued for 30 days, in the case of the
Subordinated Securities, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture; (b) failure to pay
principal of any Debt Security of that series when due, in the case of the
Subordinated Securities, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture; (c) default in the
deposit of any sinking fund payment, when due by the terms of the Debt
Securities of that series, in the case of the Subordinated Securities, whether
or not such payment is prohibited by the subordination provisions of the
Subordinated Indenture; (d) failure to perform any other covenant or breach of a
warranty of XTRA, Inc. or the Company in the applicable Indenture (other than a
covenant expressly included in such Indenture solely for the benefit of a series
of Debt Securities other than that series), continued for 60 days after written
notice as provided in the respective Indentures; (e) default by the Company or
XTRA, Inc. with respect to payment of other Indebtedness at its stated maturity
or such as would permit the holder thereof to accelerate the stated maturity of
such Indebtedness, in each case, in a principal amount of $10,000,000 or more if
such Indebtedness is not discharged or such acceleration is not rescinded or
annulled within 10 days after written notice as provided in the Indentures; (f)
certain events in bankruptcy, insolvency or reorganization of the Company or
XTRA, Inc.; and (g) any other Event of Default provided with respect to Debt
Securities of that series. (Section 5.1) If an Event of Default with respect to
Debt Securities of any series at the time outstanding shall occur and be
continuing, either the applicable Trustee or the Holders of at least 25% in
principal amount of the Debt Securities of that series may declare the principal
amount of all Debt Securities of that series (or if any Debt Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount of such Debt Securities as may be specified by the terms thereof) to be
due and payable immediately. However, at any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree

10
<PAGE> 13

based on such acceleration has been obtained, the Holders of a majority in
principal amount of the Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration. (Section 5.2) For
information as to waiver of default, see "Modification and Waiver."

The Indentures provide that, subject to the duty of the respective Trustees
thereunder during default to act with the required standard of care, such
Trustee will be under no obligation to exercise any of its rights or powers
under the respective Indentures at the request or direction of any of the
Holders of the Debt Securities unless they shall have offered to such Trustee
reasonable indemnity. (Section 6.3) Subject to such provisions for
indemnification of the Trustees, the Holders of a majority in principal amount
of the Debt Securities of any series affected will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the applicable Trustee, or exercising any trust or power conferred on such
Trustee, with respect to the Debt Securities of such series. (Section 5.12)

No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the applicable Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless (i) such
Holder has previously given to the applicable Trustee written notice of a
continuing Event of Default with respect to the Debt Securities of that series,
(ii) the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series have made written request, and such
Holder or Holders have offered reasonable indemnity, to such Trustee to
institute such proceeding as trustee, and (iii) such Trustee has failed to
institute such proceeding, and has not received from the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of that series
a direction inconsistent with such request, within 60 days after such notice,
request and offer. (Section 5.7) However, such limitations do not apply to a
suit instituted by a Holder of a Debt Security for the enforcement of payment of
the principal of or any premium or interest on such Debt Security on or after
the applicable due date specified in such Debt Security. (Section 5.8)

The Company and XTRA, Inc. will each be required to furnish to the Trustees
annually a statement as to whether there is a default in the performance or
observance of certain covenants. (Section 10.9)

DEFEASANCE

Defeasance and Discharge. If so indicated in the applicable Prospectus
Supplement with respect to the Debt Securities of a series, the Company and
XTRA, Inc., at their option, (i) will be discharged from any and all obligations
in respect of the Debt Securities (and Guarantees) of such series (except for
certain obligations to register the transfer or exchange of Debt Securities of
such series, to replace stolen, lost or mutilated Debt Securities of such
series, to maintain paying agencies and to hold monies for payment in trust), or
(ii) will be released from their obligations to comply with the covenants that
are specified under "Certain Covenants of XTRA, Inc. and the Company" above and
other covenants and obligations specified in Section 13.3 of the applicable
Indenture with respect to the Debt Securities of such series, and the occurrence
of an event described in clause (d) under "Events of Default" above with respect
to any defeased covenant and clauses (e) and (g) of the "Events of Default"
above shall no longer be an Event of Default if, in either case, the Company
and/or XTRA, Inc. deposits with the applicable Trustee, in trust, money and/or
U.S. Government Obligations that, through the payment of interest and principal
in respect thereof in accordance with their terms will provide money in an
amount sufficient to pay the principal of and each instalment of interest on the
Debt Securities of such series, on the stated maturity of such payments in
accordance with the terms of the applicable Indenture and the Debt Securities of
such series. Money and/or U.S. Government Obligations so held in trust will not
be subject to the subordination provisions described under "Subordination of
Subordinated Securities." (Sections 13.2 and 13.3) Such a trust may be
established only if, among other things, (i) no Event of Default or event which
with the giving of notice of lapse of time, or both, would become an Event of
Default under the applicable Indenture shall have occurred and be continuing on
the date of such deposit, (ii) no Event of Default described under clause (f)
under "Events of Default" above or event which with the giving of notice or
lapse of time, or both, would become an Event of Default described under such
clause (f) shall have occurred and be continuing at any time during the period
ending on or prior to the 90th day following such date of deposit, and (iii)
XTRA, Inc. delivers to the applicable Trustee an opinion of counsel to the
effect that the Holders of the Debt Securities of such series will not recognize
gain or loss for

11
<PAGE> 14

federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred. (Section 13.4)

In the event the Company and XTRA, Inc. exercise their options to omit
compliance with certain covenants and Events of Default of the applicable
Indenture with respect to the Debt Securities of a series as described under
clause (ii) above and the Debt Securities of such series are declared due and
payable because of the occurrence of any undefeased Event of Default, the amount
of money and U.S. Government Obligations on deposit with the applicable Trustee
may not be sufficient to pay amounts due on the Debt Securities of such series
at the time of the acceleration resulting from such Event of Default. In such a
case, the Company would remain liable for such payments.

MODIFICATION AND WAIVER

Modifications and amendments of the respective Indentures may be made by
the Company, XTRA, Inc. and the Trustee with the consent of the Holders of a
majority in principal amount of the Outstanding Debt Securities of each series
which are affected thereby and 66 2/3% in aggregate principal amount of the
Outstanding Debt Securities of all series affected thereby; provided, however,
that no such modification or amendment may, without the consent of each Holder
of such Debt Security affected thereby: (a) change the stated maturity of the
principal of, or any instalment of principal of or interest on, any such Debt
Security; (b) reduce the principal amount of or interest on any such Debt
Securities; (c) change the place or currency of payment of principal of or
interest on any such Debt Security; (d) impair the right to institute suit for
the enforcement of any payment on or with respect to any such Debt Security; (e)
reduce the amount payable upon acceleration of the Maturity of a Debt Security;
(f) in the case of the Subordinated Securities, modify the subordination
provisions in a manner adverse to the Holders of the Subordinated Securities and
the related Guarantees; (g) reduce the above stated percentage of Holders of
Debt Securities which is required for modification or amendment of the
applicable Indenture or for waiver of compliance with certain provisions of the
applicable Indenture or for waiver of certain defaults; or (h) change in any
adverse way the terms of the Guarantees with respect to the payment of the
principal of, premium, if any, and interest on the Debt Securities. (Section
9.2)

The Holders of a majority in principal amount of the Outstanding Debt
Securities of each series and 66 2/3% in aggregate principal amount of the
Outstanding Debt Securities of all series affected thereby may on behalf of the
Holders of all Debt Securities of the series waive, insofar as the Debt
Securities of that series are concerned, compliance by the Company and XTRA,
Inc. with certain restrictive provisions of the applicable Indenture. (Section
10.9) The Holders of a majority in principal amount of the Outstanding Debt
Securities of a series may on behalf of the Holders of all Debt Securities of
that series waive any past default under the applicable Indenture with respect
to that series of Debt Securities, except a default in the payment of the
principal of, premium, if any, or interest on any Debt Security of the series or
in respect of any provision which under the applicable Indenture cannot be
modified or amended without the consent of the Holder of each Debt Security of
that series affected. (Section 5.13)

The Indentures provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under the
applicable Indenture as of any date, (i) the principal amount of an Original
Issue Discount Security that will be deemed to be Outstanding will be the amount
of the principal thereof that would be due and payable as of such date upon
acceleration of the Maturity thereof to such date, (ii) if, as of such date, the
principal amount payable at the Stated Maturity of a Debt Security is not
determinable (for example, because it is based on an index), the principal
amount of such Debt Security deemed to be Outstanding as of such date will be an
amount determined in the manner prescribed for such Debt Security, and (iii) the
principal amount of a Debt Security denominated in one or more foreign
currencies or currency units that will be deemed to be Outstanding will be the
U.S. dollar equivalent, determined as of such date in the manner prescribed for
such Debt Security (or, in the case of a Debt Security described in clause (i)
or (ii) above, of the amount described in such clause). Certain Debt Securities,
including those for whose payment or redemption money

12
<PAGE> 15

has been deposited or set aside in trust for the Holders and those that have
been fully defeased pursuant to Section 13.2, will not be deemed to be
Outstanding. (Section 1.1)

Except in certain limited circumstances, XTRA, Inc. will be entitled to set
any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to give or take any
direction, notice, consent, waiver or other action under the applicable
Indenture, in the manner and subject to the limitations provided in the
applicable Indenture. In certain limited circumstances, the Trustee will be
entitled to set a record date for action by the Holders. If a record date is set
for any action to be taken by Holders of a particular series, such action may be
taken only by persons who are Holders of Outstanding Debt Securities of that
series on the record date. To be effective, such action must be taken by Holders
of the requisite principal amount of such Debt Securities within a specified
period following the record date. For any particular record date, this period
will be 180 days or such shorter period as may be specified by the Company (or
the Trustee, if it set the record date), and may be shortened or lengthened (but
not beyond 180 days) from time to time. (Section 1.4)

CONSOLIDATION, MERGER AND SALE OF ASSETS

Each of XTRA, Inc. and the Company, without the consent of any Holders of
Debt Securities, may consolidate or merge with or into, or transfer or lease its
assets substantially as an entirety to, any Person, and any other Person may
consolidate or merge with or into, or transfer or lease its assets substantially
as an entirety to, XTRA, Inc. or the Company, provided that (i) the Person (if
other than XTRA, Inc. or the Company) formed by such consolidation or into which
XTRA, Inc. or the Company is merged or which acquires or leases the assets of
XTRA, Inc. or the Company substantially as an entirety is a corporation,
partnership or trust organized and validly existing under the laws of any United
States jurisdiction and assumes XTRA, Inc.'s or the Company's obligations on the
Debt Securities or the Guarantees, as the case may be, and under the Indentures,
(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 happened and be continuing, and (iii) certain other conditions are
met. (Article Eight)

NOTICES

Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register. (Sections
1.1 and 1.6)

TITLE

XTRA, Inc., the Company, the Trustees and any agent of XTRA, Inc., the
Company or the Trustees may treat the Person in whose name a Debt Security is
registered as the absolute owner thereof (whether or not such Debt Security may
be overdue) for the purpose of making payment and for all other purposes.
(Section 3.8)

GOVERNING LAW

The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 1.12)

CONCERNING THE TRUSTEES

The Indentures contain certain limitations on the right of the Trustees,
should they become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize for their own account on certain property received
in respect of any such claim as security or otherwise. (Section 6.13) The
Trustees will be permitted to engage in certain other transactions; however, if
they acquire any conflicting interest and there is a default under the Debt
Securities, they must eliminate such conflict or resign. (Section 6.8)

RELATIONSHIPS WITH SENIOR TRUSTEE

The First National Bank of Boston is the Senior Trustee under the Senior
Indenture. The First National Bank of Boston is one of the banks with which
XTRA, Inc. maintains a commercial banking relationship, the agent bank for one
of XTRA, Inc.'s credit agreements and the transfer agent for the Company's
Common Stock.

13
<PAGE> 16

DESCRIPTION OF PREFERRED STOCK OF XTRA CORPORATION

The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Company's Restated Certificate of Incorporation and By-laws, including the
definitions therein of certain terms, and the certificate of designations (each
a "Certificate of Designations") relating to each series of the Preferred Stock
that will be filed with the Commission and incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus is a part at or
prior to the time of the issuance of such series of the Preferred Stock. Copies
of the Restated Certificate of Incorporation and the By-laws are incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
part.

GENERAL

Under the Company's Restated Certificate of Incorporation, the Company is
authorized to issue up to 3,000,000 shares of Preferred Stock, in one or more
series, with such designations, voting powers, preferences and relative
participating, optional or other special rights, and with such qualifications,
limitations or restrictions thereon, as may be stated or expressed in
resolutions providing for the creation and issuance thereof adopted by the Board
of Directors of the Company. Thus, without stockholder approval, the Board of
Directors could authorize the issuance of Preferred Stock with voting,
conversion and other rights that could dilute the voting power and other rights
of the holders of Common Stock. No Preferred Stock is currently outstanding.

The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below, unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference is
made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered hereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number of
shares offered; (ii) the amount of liquidation preference per share; (iii) the
initial public offering price at which such Preferred Stock will be issued; (iv)
the dividend rate (or method of calculation), the dates on which dividends shall
be payable and the dates from which dividends shall commence to cumulate, if
any; (v) any redemption or sinking fund provisions; (vi) any conversion rights;
and (vii) any additional voting, dividend, liquidation, redemption, sinking fund
and other rights, preferences, privileges, limitations and restrictions.

The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. Unless otherwise provided in the applicable
Prospectus Supplement, each series of the Preferred Stock will rank on a parity
as to the payment of dividends and amounts upon dissolution, liquidation or
winding up of the Company. The rights of the holders of each series of the
Preferred Stock will be subordinate to those of the Company's general creditors.

DIVIDEND RIGHTS

Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of funds
of the Company legally available therefor, cash dividends on such dates and at
such rates as are set forth in, or as are determined by the method described in,
the Prospectus Supplement relating to such series of the Preferred Stock. Such
rate may be fixed or variable or both. Each such dividend will be payable to the
holders of record as they appear on the stock books of the Company on such
record dates, fixed by the Board of Directors of the Company, as specified in
the Prospectus Supplement relating to such series of Preferred Stock.

Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of the Company fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost, and the Company will
have no obligation to pay the dividend accrued for such period, whether or not
dividends on such series are declared payable on any future dividend payment
dates. Dividends on the shares

14
<PAGE> 17

of each series of Preferred Stock for which dividends are cumulative will accrue
from the date on which the Company initially issues shares of such series or
such other dates as may be set forth in the applicable Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as the shares of any series of the Preferred Stock are outstanding, unless (i)
full dividends (including, if such Preferred Stock is cumulative, dividends for
prior dividend periods) have been paid or declared and set apart for payment on
all outstanding shares of the Preferred Stock of such series (other than Junior
Stock, as defined below) and (ii) the Company is not in default or in arrears
with respect to the mandatory or optional redemption or mandatory repurchase or
other mandatory retirement of, or with respect to any sinking or other analogous
fund for, any shares of Preferred Stock of such series (other than Junior
Stock), the Company may not declare any dividends on any shares of Common Stock
of the Company or any other stock of the Company ranking as to the payment of
dividends or amounts upon dissolution, liquidation or winding up of the Company
junior to such series of Preferred Stock (the Common Stock and any such other
stock being herein referred to as "Junior Stock"), or make any payment on
account of, or set apart money for, the purchase, redemption or other retirement
of, or for a sinking or other analogous fund for, any shares of Junior Stock or
make any distribution in respect thereof, whether in cash or property or in
obligations or stock of the Company, other than Junior Stock that is neither
convertible into, nor exchangeable or exercisable for, any securities of the
Company other than Junior Stock and other than as a result of the
reclassification of Junior Stock.

LIQUIDATION PREFERENCES

Unless otherwise specified in the applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of a series of Preferred Stock will be
entitled to receive out of the assets of the Company available for distribution
to stockholders, before any distribution of assets is made to the holders of
Junior Stock, the amount set forth in the Prospectus Supplement relating to such
series of the Preferred Stock. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to the Preferred Stock of any series and any other shares of preferred
stock of the Company (including any other series of the Preferred Stock) ranking
as to the payment of amounts upon the dissolution, liquidation or winding up of
the Company on a parity with such series of the Preferred Stock are not paid in
full, the holders of the Preferred Stock of such series and of such other shares
of preferred stock of the Company will share ratably in any such distribution of
assets of the Company in proportion to the full respective preferential amounts
to which they are entitled. After payment to the holders of the Preferred Stock
of each series of the full preferential amounts of the liquidating distribution
to which they are entitled, the holders of each such series of the Preferred
Stock will be entitled to no further participation in any distribution of assets
by the Company.

REDEMPTION

A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Shares of the Preferred Stock redeemed by the Company
will be restored to the status of authorized but unissued shares of preferred
stock of the Company.

In the event that fewer than all of the outstanding shares of a series of
the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or pro
rata (subject to rounding to avoid fractional shares) as may be determined by
the Company or by any other method as may be determined by the Company in its
sole discretion to be equitable. From and after the redemption date (unless
default is made by the Company in providing for the payment of the redemption
price plus accumulated and unpaid dividends, if any) dividends will cease to
accumulate on the shares of the Preferred Stock called for redemption and all
rights of the holders thereof (except the right to receive the redemption price
plus accumulated and unpaid dividends, if any) will cease.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as any dividends on shares of any series of the Preferred Stock or any other
series of preferred stock of the Company ranking on a parity as

15
<PAGE> 18

to payment of dividends and amounts upon the liquidation, dissolution or winding
up of the Company with such series of the Preferred Stock are in arrears, no
shares of any such series of the Preferred Stock or such other series of
preferred stock of the Company will be redeemed (whether by mandatory or
optional redemption) unless all such shares are simultaneously redeemed, and the
Company will not purchase or otherwise acquire any such shares; provided,
however, that the foregoing will not prevent the purchase or acquisition of such
shares pursuant to a purchase or exchange offer made on the same terms to
holders of all such shares outstanding.

CONVERSION RIGHTS

The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted (mandatorily or otherwise) into shares of Common
Stock or another series of Preferred Stock will be set forth in the Prospectus
Supplement relating thereto.

VOTING RIGHTS

Except as indicated in a Prospectus Supplement relating to a particular
series of the Preferred Stock, or except as required by applicable Delaware law
or in the Company's Restated Certificate of Incorporation or as described below,
the holders of the Preferred Stock will not be entitled to vote for any purpose.

Unless otherwise specified in the related Prospectus Supplement, if
cumulative accrued dividends on any Preferred Stock have not been paid in an
aggregate amount equal to or greater than six quarterly dividends on such
shares, the Board of Directors shall increase by two the number of directors
(and if necessary amend the By-laws therefor) and the holders of the Preferred
Stock, voting as a single class, will be entitled to elect such additional two
directors to the Board of Directors until all such dividends in default have
been paid in full.

TRANSFER AGENT AND REGISTRAR

Unless otherwise indicated in a Prospectus Supplement relating thereto, The
First National Bank of Boston will be the transfer agent, dividend and
redemption price disbursement agent and registrar for shares of each series of
the Preferred Stock. See "Description of Common Stock of XTRA Corporation --
General."

DESCRIPTION OF COMMON STOCK OF XTRA CORPORATION

The following description of the terms of the Common Stock sets forth
certain general terms and provisions of the Common Stock to which any Prospectus
Supplement may relate. The description of certain provisions of the Common Stock
set forth below and in any Prospectus Supplement does not purport to be complete
and is subject to and qualified in its entirety by reference to the Company's
Restated Certificate of Incorporation and By-laws, including the definitions
therein of certain terms. Copies of the Restated Certificate of Incorporation
and the By-laws are incorporated by reference as exhibits to the Registration
Statement of which this Prospectus is part.

GENERAL

The Company's Restated Certificate of Incorporation authorizes the issuance
of up to 30,000,000 shares of Common Stock, par value $.50 per share, of which
16,935,884 shares have been issued and were outstanding as of June 30, 1994. The
Common Stock of the Company is listed on the New York Stock Exchange and the
additional shares of Common Stock that may be offered hereby will be listed,
subject to notice of issuance, on such exchange.

The Transfer Agent and Registrar for the Company's Common Stock is The
First National Bank of Boston, 100 Federal Street, Boston, Massachusetts 02110.
In New York City, the Common Stock may be presented for transfer at the office
of BancBoston Trust Company of New York, One Exchange Plaza, 3rd Floor, 55
Broadway, New York, New York 10006.

Each holder of Common Stock is entitled to one vote for each share held.
Holders of Common Stock do not have preemptive rights and are not entitled to
cumulative voting in the election of Directors. All

16
<PAGE> 19

outstanding shares of Common Stock are, and the shares of Common Stock that may
be offered hereby when issued will be, fully paid and non-assessable. The Board
of Directors is authorized to issue from time to time all of the authorized but
unissued shares of Common Stock.

In case of any liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share pro rata in the distribution of
all assets of the Company remaining after the holders of any series of Preferred
Stock have been paid the preference designated for such shares.

Subject to the senior rights of any Preferred Stock, the holders of Common
Stock are entitled to receive dividends when and as declared by the Board of
Directors and paid by the Company from funds legally available therefor. The
Company's source of funds for the payment of cash dividends is advances and
dividends from its subsidiary, XTRA, Inc. Several of the Company's loan
agreements contain restrictions on the payment of cash dividends by the Company,
including limitations restricting dividends to a fixed amount plus consolidated
net income of the Company earned since a date specified in the relevant
agreement. In addition, such loan agreements restrict the payment of advances
and dividends to the Company from its subsidiary, XTRA, Inc.

CERTAIN OTHER PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION

Delaware law permits a corporation to eliminate the personal liability of
its directors to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases or (iv) for any transaction
from which the director derived an improper personal benefit. The Company's
Restated Certificate of Incorporation provides that no director of the Company
will be personally liable to the Company or its stockholders for monetary
damages for any breach of his fiduciary duty as a director, except as provided
by Delaware law.

As permitted by Delaware law, the Company's Restated Certificate of
Incorporation does not permit stockholder action by written consent. The
affirmative vote of the holders of at least 80% of the Company's then
outstanding Common Stock is required to amend, alter or repeal this provision.

The Company's By-laws provide that stockholder nominations of candidates
for election as directors and other stockholder proposals generally must be
received by the Secretary of the Company not less than 60 nor more than 90 days
prior to the applicable stockholders' meeting.

The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. In general, this statute prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the prior three years did own) 15% or more of the corporation's voting
stock.

HOLDING COMPANY STATUS

Because the Company is a holding company, the right of the Company to
participate in any distribution of assets of any subsidiary upon its liquidation
or reorganization (and thus the ability of the Company's stockholders to benefit
indirectly from such distribution) would be subject to the prior claims of
creditors of that subsidiary, except to the extent that the Company itself may
be a creditor of that subsidiary with recognized claims.

PLAN OF DISTRIBUTION

The Company and/or XTRA, Inc. may sell Securities to or through
underwriters or to dealers acting as principals for their own account and also
may sell Securities directly to other purchasers or through agents. The Company
and XTRA, Inc. reserve the right to sell Securities directly to investors on
their own behalf in those jurisdictions where they are authorized to do so.

17
<PAGE> 20

Underwriters may offer and sell the Securities at a fixed price or prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company or
XTRA, Inc. also may, from time to time, authorize dealers, acting as the
Company's or XTRA, Inc.'s agents, as the case may be, to offer and sell the
Securities upon such terms and conditions as set forth in the related Prospectus
Supplement. In connection with the sale of the Securities, underwriters may
receive compensation from the Company or XTRA, Inc. in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of the
Securities for whom they may act as agent. Underwriters may sell the Securities
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents.

Any underwriting compensation paid by the Company or XTRA, Inc. to
underwriters or agents in connection with the offering of the Securities, and
any discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the related Prospectus Supplement.
Dealers and agents participating in the distribution of the Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Securities may be deemed to be
underwriting discounts and commissions. Underwriters, dealers and agents may be
entitled, under agreements entered into with the Company and/or XTRA, Inc., to
indemnification against and contribution towards certain civil liabilities.

If so indicated in a Prospectus Supplement, the Company and/or XTRA, Inc.
will authorize underwriters or other persons acting as the Company's and/or
XTRA, Inc.'s agents to solicit offers by certain institutions to purchase
Securities from the Company and/or XTRA, Inc. pursuant to contracts providing
for payment and delivery on a future date. Institutions with which such
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others, but in all cases such institutions must be approved by the Company
and/or XTRA, Inc. The obligations of any purchaser under any such contract will
be subject to the condition that the purchase of the Securities shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.

Any Securities issued hereunder (other than Common Stock) will be new
issues of securities with no established trading market. Neither the Company nor
XTRA, Inc. currently intends to apply for the listing of any Securities (other
than the Common Stock) on any national securities exchange. No assurance can be
given as to the liquidity of the trading market for any such Securities.

Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for XTRA, Inc. or the
Company in the ordinary course of business.

VALIDITY OF SECURITIES

The validity of the Securities offered hereby will be passed upon for XTRA,
Inc. and the Company by Ropes & Gray, One International Place, Boston,
Massachusetts 02110, and for any underwriter or agent by Sullivan & Cromwell,
125 Broad Street, New York, New York 10004.

EXPERTS

The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus have been audited by Arthur
Andersen & Co., independent public accountants, as indicated in their report
with respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said report.

18
<PAGE> 21

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR XTRA,
INC. SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF SUCH INFORMATION.
------------------------
TABLE OF CONTENTS

PROSPECTUS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 2
Use of Proceeds....................... 3
Consolidated Ratios of Earnings to
Fixed Charges and Consolidated Ratio
of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends........................... 3
Description of Debt Securities of
XTRA, Inc........................... 4
Description of Preferred Stock of XTRA
Corporation......................... 14
Description of Common Stock of XTRA
Corporation......................... 16
Plan of Distribution.................. 17
Validity of Securities................ 18
Experts............................... 18
</TABLE>

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

$500,000,000

XTRA CORPORATION

PREFERRED STOCK
COMMON STOCK

XTRA, INC.

DEBT SECURITIES
GUARANTEED AS TO THE PAYMENT
OF PRINCIPAL, PREMIUM, IF ANY,
AND INTEREST BY XTRA CORPORATION

-----------------
PROSPECTUS
-----------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 22

<TABLE>
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<S> <C>
SEC Registration fee ................................................ $141,379
Printing and engraving expenses ..................................... 50,000
Fees and expenses of Trustee, Transfer Agent and Registrar........... 15,000
Accounting fees and expenses ........................................ 20,000
Legal fees and expenses ............................................. 150,000
Blue sky fees and expenses (including fees of counsel) .............. 35,000
Rating Agency fees .................................................. 50,000
Miscellaneous ....................................................... 38,621
Total .......................................................... --------
$500,000
<FN> ========
* All amounts except the SEC Registration fee are estimated.
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The General Corporation Law of the State of Delaware, in which XTRA
Corporation is incorporated, gives a corporation power to indemnify any of its
officers or directors against certain expenses, judgments, fines and amounts
paid in settlement in connection with certain actions, suits or proceedings,
provided generally, that such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In addition, the
statutes of Delaware contain provisions to the general effect that any
director shall in the performance of his duties be fully protected in relying
in good faith upon the books of account or records of the corporation or
statements prepared by any official of the corporation.

The Restated Certificate of Incorporation of XTRA Corporation includes
the following provision:

This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request
shall advance expenses to any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed
action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
or has agreed to be a director or officer of this corporation or while a
director or officer is or was serving at the request of this corporation
as a director, officer, partner, trustee, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against
expenses (including attorney's fees and expenses), judgments, fines,
penalties and amounts paid in settlement incurred in connection with the
investigation, preparation to defend or defense of such action, suit,
proceeding, or claim; provided, however, that the foregoing shall not
require this corporation to indemnify or advance expenses to any person
in connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person. Such indemnification shall not
be exclusive of other indemnification rights arising under any by-law,
agreement, vote of directors or stockholders or otherwise and shall inure
to the benefit of the heirs and legal representatives of such person.
Any repeal or modification of the foregoing provisions of this Article 9
shall not adversely affect any right or protection of a director or
officer of this corporation existing at the time of such repeal or
modification.

The Business Corporation Act of the State of Maine, in which XTRA, Inc.
is incorporated, gives a corporation power to indemnify any of its officers or
directors against certain expenses, judgements, fines, and amounts paid in
settlement in connection with certain actions, suits or proceedings, provided
generally, that such person acted in good faith and in the reasonable belief
that his action was in the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe that
his conduct was unlawful. In addition, the statute provides that if a
director or officer is successful in the merits or otherwise in defense of
certain actions, suits or proceedings against him, while serving as a director
or officer of the corporation, the corporation shall indemnify him against
expenses reasonably incurred in defense of such claim, including attorney's
fees.

The By-laws of XTRA, Inc. include the following provisions:

II-1
<PAGE> 23

The corporation shall indemnify any person who is or was a director,
officer, employee or agent of the corporation, or who is or was serving in
another capacity at the request of the corporation, to the extent authorized
by the Maine Business Corporation Act and may purchase and maintain insurance
to protect itself against liability for such indemnification.

In addition, XTRA Corporation maintains a directors' and officers'
liability insurance policy.

XTRA Corporation has entered into Indemnification Agreements, the form of
which was approved by the stockholders of XTRA Corporation, with certain
officers of XTRA Corporation and its subsidiaries, including XTRA, Inc. The
Indemnification Agreements provide a number of procedures, presumptions and
remedies used in the determination of the right of the officer to
indemnification. These procedures, presumptions and remedies substantially
broaden the indemnity rights of officers beyond that provided by XTRA
Corporation's Restated Certificate of Incorporation described above. If an
action against an indemnified party is dismissed with or without prejudice,
the defense is deemed to have been successful and the indemnification is
required to be made. The Indemnification Agreements provide that expenses
must be paid within twenty days of any request and that a determination of
entitlement must be made within sixty days of the indemnification request
(otherwise a determination in favor of the indemnified party is deemed to have
been made). If there is a change in control of XTRA Corporation (as defined
in the Indemnification Agreement), the indemnified party is presumed to be
entitled to indemnification (although XTRA Corporation may overcome this
presumption), the indemnified party may require that independent counsel make
the determination of entitlement and may choose such counsel, subject to
objection by the Company on limited grounds. If a determination of
entitlement is made, XTRA Corporation is bound, but if the indemnified party
has previously been denied indemnification pursuant to the terms of the
Indemnification Agreement he or she is entitled to seek a de novo
determination from a court. XTRA Corporation is precluded from challenging
the validity of the procedures and presumptions contained in the
Indemnification Agreement in any court proceeding. The Indemnification
Agreement covers proceedings brought on or after the date of the execution of
the particular Indemnification Agreement, including proceedings based on acts
prior to the date of the particular agreement.

<TABLE>
ITEM 16. EXHIBITS.

<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
4.1 - Restated Certificate of Incorporation of the Company. (Filed with the Securities and
Exchange Commission as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for
the year ended September 30, 1989, incorporated herein by reference).
4.2 - Certificate of Elimination of Designation, Preference and Rights of Series A Participating
Preferred Stock. (Filed with the Securities and Exchange Commission as Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991,
incorporated herein by reference).
4.3 - Certificate of Amendment of Restated Certificate of Incorporation. (Filed March 5, 1993
with the Securities and Exchange Commission as Exhibit 4.4 to the Registrant's
Registration Statement on Form S-3, File No. 33-59132, incorporated herein by
reference).
4.4 - Certificate of Elimination of Designation, Preference and Rights of $1.9375 Series B
Cumulative Convertible Preferred Stock. (Filed March 5, 1993 with the Securities and
Exchange Commission as Exhibit 4.5 to the Registrant's Registration Statement on
Form S-3, File No. 33-59132, incorporated herein by reference).
4.5 - Certificate of Elimination of Designation, Preference and Rights of Series C Cumulative
Redeemable Exchangeable Preferred Stock of the Company.
4.6 - By-laws of the Company. (Filed with the Securities and Exchange Commission as
Exhibit 3(b) to Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1990, incorporated herein by reference).
4.7 - Form of Indenture by and among XTRA, Inc., XTRA Corporation and The First National
Bank of Boston.
4.8 - Form of Subordinated Indenture.
5 - Opinion of Ropes & Gray.
12.1 - Statement regarding computation of ratio of earnings to fixed charges of XTRA Corporation.
12.2 - Statement regarding computation of ratio of earnings to combined fixed charges and preferred stock dividends
of XTRA Corporation.
12.3 - Statement regarding computation of ratio of earnings to fixed charges of XTRA, Inc.
23.1 - Consent of Arthur Andersen & Co.
23.2 - Consent of Ropes & Gray (included in Exhibit 5).
</TABLE>

II-2

<PAGE> 24

<TABLE>
<S> <C> <C>
24 - Power of Attorney (included under Signatures and Power of Attorney).
25 - Form T-1 Statement of eligibility and qualification under the Trust Indenture Act of
1939, as amended, of The First National Bank of Boston, as Senior Trustee.
</TABLE>
_______________

The form or forms of Securities with respect to each offering of
Securities registered hereunder will be filed as an exhibit to a Current
Report on Form 8-K of XTRA Corporation and will be incorporated herein by
reference.

ITEM 17. UNDERTAKINGS.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrants pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrants' annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5) To file an application for the purposes of determining the
eligibility of the Subordinated Trustee to act under Subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the
Trust Indenture Act.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the provisions described in Item 15 above, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer,
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of their counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-3

<PAGE> 25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements to file on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
26th day of July, 1994.

XTRA CORPORATION

By: /s/ LEWIS RUBIN
-------------------------------------
LEWIS RUBIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
We, the undersigned directors and officers of XTRA Corporation, hereby
severally constitute and appoint Michael J. Soja and James R. Lajoie, and each
of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities as
indicated below, any and all amendments (including post-effective amendments)
to the Registration Statement on Form S-3 of XTRA Corporation, and generally
to do all such things in our name and on our behalf in our capacities as
indicated below to enable XTRA Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as
they may be required by our said attorneys or any of them, to any and all said
amendments.

<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT B. GOERGEN Chairman of the Board and July 26, 1994
- ------------------------------- Director
ROBERT B. GOERGEN

/s/ ROBERT M. GINTEL Vice Chairman of the Board July 19, 1994
- ------------------------------- and Director
ROBERT M. GINTEL

/s/ LEWIS RUBIN President, Chief Executive July 26, 1994
- ------------------------------- Officer (Principal Executive
LEWIS RUBIN Officer) and Director

/s/ MICHAEL J. SOJA Vice President, Finance and July 26, 1994
- ------------------------------- Chief Financial Officer
MICHAEL J. SOJA (Principal Financial Officer)

/s/ ROBERT B. BLAKELEY Controller (Principal July 26, 1994
- ------------------------------- Accounting Officer)
ROBERT B. BLAKELEY

Director
- -------------------------------
GILBERT BUTLER

/s/ J. RUSSELL DUNCAN Director July 19, 1994
- -------------------------------
J. RUSSELL DUNCAN

/s/ HERBERT C. KNORTZ Director July 26, 1994
- -------------------------------
HERBERT C. KNORTZ

/s/ JOHN J. LEE Director July 22, 1994
- -------------------------------
JOHN J. LEE

/s/ FRANCIS J. PALAMARA Director July 26, 1994
- -------------------------------
FRANCIS J. PALAMARA

/s/ MARTIN L. SOLOMON Director July 26, 1994
- -------------------------------
MARTIN L. SOLOMON
</TABLE>
<PAGE> 26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements to file on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 26th day of July, 1994.

XTRA, INC.

By: /s/ LEWIS RUBIN
----------------------
Lewis Rubin, President

<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

We, the undersigned directors and officers of XTRA, Inc., hereby
severally constitute and appoint Michael J. Soja and James R. Lajoie, and each
of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities as
indicated below, any and all amendments (including post-effective amendments)
to the Registration Statement on Form S-3 of XTRA, Inc., and generally to do
all such things in our name and on our behalf in our capacities as indicated
below to enable XTRA, Inc. to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
required by our said attorneys or any of them, to any and all said amendments.

<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LEWIS RUBIN President (Principal July 26, 1994
- -------------------------------- Executive Officer), and
LEWIS RUBIN Director

/s/ MICHAEL J. SOJA Vice President, Finance and July 26, 1994
- -------------------------------- Chief Financial Officer
MICHAEL J. SOJA (Principal Financial Officer)
and Director

/s/ JAMES R. LAJOIE Vice President, General July 26, 1994
- -------------------------------- Counsel and Director
JAMES R. LAJOIE

/s/ ROBERT B. BLAKELEY Controller (Principal July 26, 1994
- -------------------------------- Accounting Officer)
ROBERT B. BLAKELEY
</TABLE>

<PAGE> 1
EXHIBIT 4.5

CERTIFICATE OF ELIMINATION
OF DESIGNATION, PREFERENCE AND RIGHTS
OF THE SERIES C
CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED STOCK
OF XTRA CORPORATION

Pursuant to Section 151 of the Delaware
General Corporation Law

We, Michael J. Soja, Vice President, Finance and Chief
Financial Officer, and James R. Lajoie, Vice President, General
Counsel and Secretary, of XTRA Corporation, a corporation
organized and existing under the Delaware General Corporation
Law, in accordance with the provisions of Section 151 thereof, DO
HEREBY CERTIFY:

FIRST: That pursuant to the authority conferred upon the
Board of Directors by Section 151(g) of the Delaware General
Corporation Law, the said Board of Directors by unanimous written
consent adopted the following resolutions eliminating from the
Restated Certificate of Incorporation of the Company the
Certificate of Designation, Preference and Rights of the Series C
Cumulative Redeemable Exchangeable Preferred Stock (which series
was created by resolution of the Board of Directors of XTRA
Corporation on October 1, 1992):

RESOLVED: That the Board of Directors attests that none of
-------- the authorized shares of the Series C Preferred
Stock are outstanding; and that none of the
authorized shares of the Series C Preferred Stock
will be issued pursuant to the Stock Designation
(as hereinafter in these votes defined).

RESOLVED: That pursuant to Section 151(g) of the General
-------- Corporation Law of Delaware, the number of shares
of the Series C Preferred Stock authorized
pursuant to the Stock Designation filed on October
2, 1992 with respect to the Series C Preferred
Stock (the"Stock Designation") is decreased from
300 to 0; and that the Stock Designation be
eliminated from the Restated Certificate of
Incorporation of the Company; and that the
Chairman of the Board, the President, any Vice-
President, the Treasurer, any Assistant Treasurer
and the Secretary of the Company be, and they are,
and each acting singly is, authorized to file a
Certificate of Elimination of Designation,
Preference and Rights of Series C Cumulative
Redeemable Exchangeable Preferred Stock.

<PAGE> 2

SECOND: That the foregoing resolutions have been duly
adopted and remain in full force and effect, and that this
Certificate is being made with the intention that it will be
filed and recorded for the purpose and with the effect of
eliminating from the Restated Certificate of Incorporation of the
Company all matters set forth in the Certificate of Designation,
Preference and Rights for the Series C Cumulative Redeemable
Exchangeable Preferred Stock as provided in Section 151(g) of the
General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the
penalties of perjury this 26th day of July, 1994.

By /s/ MICHAEL J. SOJA
-----------------------------
Michael J. Soja
Vice President, Finance
and Chief Financial Officer

Attest:

/s/ JAMES R. LAJOIE
- -------------------------------
James R. Lajoie
Vice President, General Counsel
and Secretary

-2-

<PAGE> 1

Exhibit 4.7

XTRA, INC.,

Issuer

XTRA CORPORATION,

Guarantor

THE FIRST NATIONAL BANK OF BOSTON

Trustee

____________________

INDENTURE

Dated as of , 1994

__________

<PAGE> 2

XTRA, INC.

Certain Sections of this Indenture relating to Sections 310
through 318, inclusive, of the Trust Indenture Act of 1939

<TABLE>
Trust Indenture Act Section

<S> <C> <C>
[Section] 310 (a) (1) ................................... 6.9
(a) (2) ................................... 6.9
(a) (3) ................................... Not Applicable
(a) (4) ................................... Not Applicable
(b) ..................................... 6.8
6.10
[Section] 311 (a) ..................................... 6.13
(b) ..................................... 6.13
7.3
[Section] 312 (a) ..................................... 7.1
7.2
[Section] (b) ..................................... 7.2
(c) ..................................... 7.2
[Section] 313 (a) ..................................... 7.3
(b) ..................................... 7.3
(c) ..................................... 7.3
(d) ..................................... 7.3
[Section] 314 (a) ..................................... 7.4
(a)(4)..................................... 1.1, 10.9
(b) ..................................... Not Applicable
(c)(1)..................................... 1.2
(c)(2)..................................... 1.2
(c)(3)..................................... Not Applicable
(d) ..................................... Not Applicable
(e) ..................................... 1.2
[Section] 315 (a) ..................................... 6.1
(b) ..................................... 6.2
7.3
(c) ..................................... 6.1
(d) ..................................... 6.1
(e) ..................................... 5.14
[Section] 316 (a) ..................................... 1.1
(a)(1)(A).................................. 5.2
5.12
(a)(1)(B).................................. 5.13
(a)(2)..................................... Not Applicable
(b)........................................ 5.8
(c)........................................ 1.4
[Section] 317 (a)(1)..................................... 5.3
(a)(2)..................................... 5.4
(b)........................................ 10.3
[Section] 318 (a)........................................ 1.7
<FN>
________________

NOTE: This reconciliation and tie shall not, for any
purpose, be deemed to be a part of the Indenture.
</TABLE>

<PAGE> 3

<TABLE>
TABLE OF CONTENTS

<CAPTION>
Page
<S> <C>
RECITALS OF THE COMPANY ...................................................... 1

RECITALS OF THE GUARANTOR .................................................... 1

ARTICLE 1
Definitions and Other Provisions
of General Application ................................... 2
Section 1.1 DEFINITIONS ........................................... 2
Section 1.2 COMPLIANCE CERTIFICATES AND OPINIONS .................. 11
Section 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE ................ 12
Section 1.4 ACTS OF HOLDERS; RECORD DATES ......................... 12
Section 1.5 NOTICES, ETC., TO TRUSTEE, COMPANY OR
GUARANTOR ..................................................... 15
Section 1.6 NOTICE TO HOLDERS; WAIVER ............................. 16
Section 1.7 CONFLICT WITH TRUST INDENTURE ACT ..................... 16
Section 1.8 EFFECT OF HEADINGS AND TABLE OF CONTENTS .............. 17
Section 1.9 SUCCESSORS AND ASSIGNS ................................ 17
Section 1.10 SEPARABILITY CLAUSE .................................. 17
Section 1.11 BENEFITS OF INDENTURE ................................ 17
Section 1.12 GOVERNING LAW ........................................ 17
Section 1.13 LEGAL HOLIDAYS ....................................... 17

ARTICLE 2

Security and Guarantee Forms ................................ 18
Section 2.1 FORMS GENERALLY ....................................... 18
Section 2.2 GUARANTEE BY GUARANTOR; FORM OF GUARANTEE ............. 18
Section 2.3 FORM OF TRUSTEE'S CERTIFICATE OF
AUTHENTICATION ................................................ 21

ARTICLE 3

The Securities ....................................... 21
Section 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES .................. 21
Section 3.2 DENOMINATIONS ......................................... 25
Section 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND
DATING ........................................................ 25
Section 3.4 TEMPORARY SECURITIES .................................. 27
Section 3.5 REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE ...................................................... 28
Section 3.6 MUTILATED, DESTROYED, LOST AND STOLEN
SECURITIES .................................................... 30
Section 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS
PRESERVED ..................................................... 31
Section 3.8 PERSONS DEEMED OWNERS ................................. 32
Section 3.9 CANCELLATION .......................................... 33
Section 3.10 COMPUTATION OF INTEREST .............................. 33
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
ARTICLE 4

Satisfaction and Discharge ............................... 33
Section 4.1 SATISFACTION AND DISCHARGE OF INDENTURE ............. 33
Section 4.2 APPLICATION OF TRUST MONEY .......................... 35

ARTICLE 5

Remedies ........................................ 35
Section 5.1 EVENTS OF DEFAULT ................................... 35
Section 5.2 ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT ................................................... 37
Section 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE ...................................... 39
Section 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM .................... 39
Section 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT
POSSESSION OF SECURITIES .................................... 40
Section 5.6 APPLICATION OF MONEY COLLECTED ...................... 40
Section 5.7 LIMITATION ON SUITS ................................. 41
Section 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST ............................. 41
Section 5.9 RESTORATION OF RIGHTS AND REMEDIES .................. 42
Section 5.10 RIGHTS AND REMEDIES CUMULATIVE ..................... 42
Section 5.11 DELAY OR OMISSION NOT WAIVER ....................... 42
Section 5.12 CONTROL BY HOLDERS ................................. 42
Section 5.13 WAIVER OF PAST DEFAULTS ............................ 43
Section 5.14 UNDERTAKING FOR COSTS .............................. 43
Section 5.15 WAIVER OF USURY, STAY OR EXTENSION LAWS ............ 43

ARTICLE 6

The Trustee ...................................... 44
Section 6.1 CERTAIN DUTIES AND RESPONSIBILITIES ................. 44
Section 6.2 NOTICE OF DEFAULTS .................................. 44
Section 6.3 CERTAIN RIGHTS OF TRUSTEE ........................... 44
Section 6.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE
OF SECURITIES ............................................... 46
Section 6.5 MAY HOLD SECURITIES ................................. 46
Section 6.6 MONEY HELD IN TRUST ................................. 46
Section 6.7 COMPENSATION AND REIMBURSEMENT ...................... 46
Section 6.8 CONFLICTING INTERESTS ............................... 47
Section 6.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY ............. 47
Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR ................................................... 47
Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR ............. 49
Section 6.12 MERGER, CONVERSION, CONSOLIDATION OR
SUCCESSION TO BUSINESS ...................................... 51
Section 6.13 PREFERENTIAL COLLECTION OF CLAIMS .................. 51
Section 6.14 APPOINTMENT OF AUTHENTICATING AGENT ................ 51
</TABLE>

-ii-

<PAGE> 5

<TABLE>
<S> <C>
ARTICLE 7

Holders' Lists and Reports by Trustee, Company and Guarantor .................... 53
Section 7.1 COMPANY AND GUARANTOR TO FURNISH TRUSTEE
NAMES AND ADDRESSES OF HOLDERS .................................. 53
Section 7.2 PRESERVATION OF INFORMATION;
COMMUNICATIONS TO HOLDERS ....................................... 54
Section 7.3 REPORTS BY TRUSTEE ...................................... 54
Section 7.4 REPORTS BY COMPANY AND GUARANTOR ........................ 54

ARTICLE 8

Consolidation, Merger, Conveyance, Transfer or Lease ...................... 55
Section 8.1 COMPANY OR GUARANTOR MAY CONSOLIDATE,
ETC., ONLY ON CERTAIN TERMS ..................................... 55
Section 8.2 SUCCESSOR CORPORATION SUBSTITUTED ....................... 56

ARTICLE 9

Supplemental Indentures .................................... 56
Section 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS ......................................................... 56
Section 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF
HOLDERS ......................................................... 58
Section 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES .................... 59
Section 9.4 EFFECT OF SUPPLEMENTAL INDENTURES ....................... 60
Section 9.5 CONFORMITY WITH TRUST INDENTURE ACT ..................... 60
Section 9.6 REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES ...................................................... 60

ARTICLE 10

Covenants ........................................... 60
Section 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND
INTEREST ........................................................ 60
Section 10.2 MAINTENANCE OF OFFICE OR AGENCY ........................ 60
Section 10.3 MONEY FOR SECURITIES PAYMENTS TO BE HELD
IN TRUST ........................................................ 61
Section 10.4 CORPORATE EXISTENCE .................................... 63
Section 10.5 MAINTENANCE OF PROPERTIES .............................. 63
Section 10.6 PAYMENT OF TAXES AND OTHER CLAIMS ...................... 63
Section 10.7 LIMITATION ON LIENS OF THE GUARANTOR ................... 64
Section 10.8 LIMITATION ON LIENS OF THE COMPANY ..................... 64
Section 10.9 STATEMENT BY OFFICERS AS TO DEFAULT .................... 65
Section 10.10 WAIVER OF CERTAIN COVENANTS ........................... 66

ARTICLE 11

Redemption of Securities .................................... 66
</TABLE>

-iii-

<PAGE> 6

<TABLE>
<S> <C>
Section 11.1 APPLICABILITY OF ARTICLE ............................... 66
Section 11.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE .................. 66
Section 11.3 SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED ....................................................... 67
Section 11.4 NOTICE OF REDEMPTION ................................... 68
Section 11.5 DEPOSIT OF REDEMPTION PRICE ............................ 68
Section 11.6 SECURITIES PAYABLE ON REDEMPTION DATE .................. 68
Section 11.7 SECURITIES REDEEMED IN PART ............................ 69

ARTICLE 12

Sinking Funds ......................................... 69
Section 12.1 APPLICABILITY OF ARTICLE ............................... 69
Section 12.2 SATISFACTION OF SINKING FUND PAYMENTS
WITH SECURITIES ................................................. 70
Section 12.3 REDEMPTION OF SECURITIES FOR SINKING
FUND ............................................................ 70

ARTICLE 13

Defeasance and Covenant Defeasance ............................... 71
Section 13.1 APPLICABILITY OF ARTICLE; COMPANY'S
OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE ...................................................... 71
Section 13.2 DEFEASANCE AND DISCHARGE ............................... 71
Section 13.3 COVENANT DEFEASANCE .................................... 72
Section 13.4 CONDITIONS TO DEFEASANCE OR COVENANT
DEFEASANCE ...................................................... 72
Section 13.5 DEPOSITED MONEY AND U.S. GOVERNMENT
OBLIGATIONS TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS ........................................ 74
</TABLE>

-iv-

<PAGE> 7

INDENTURE, dated as of , 1994, between XTRA, INC.,
a corporation duly organized and existing under the laws of the
State of Maine (herein called the "Company"), having its
principal executive offices at c/o X-L-CO., Inc., 60 State
Street, Boston, Massachusetts, XTRA CORPORATION, a corporation
duly organized and existing under the laws of the State of
Delaware (herein called the "Guarantor"), having its principal
executive offices at c/o X-L-CO., Inc., 60 State Street, Boston,
Massachusetts, and The First National Bank of Boston, as Trustee
(herein called the "Trustee"), having its corporate trust office
at 150 Royall Street, Canton, Massachusetts 02021.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time
of its unsecured debentures, notes or other evidences of
indebtedness (herein called the "Securities"), to be issued in
one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been
done.

RECITALS OF THE GUARANTOR

The Guarantor desires to make the Guarantees provided for
herein, and has determined that such Guarantees are necessary and
convenient to the conduct of the business of the Company, a
wholly-owned Subsidiary of the Guarantor.

All things necessary to make the Guarantees, when executed
by the Guarantor and endorsed on the Securities authenticated and
delivered hereunder, the valid obligations of the Guarantor, and
to make this Indenture a valid agreement of the Guarantor, in
accordance with their and its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows:

-1-

<PAGE> 8

ARTICLE 1

Definitions and Other Provisions
of General Application

Section 1.1 Definitions.
------------

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

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

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

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

(4) unless the context otherwise requires, any reference to
an "Article" or a "Section" refers to an Article or a Section, as
the case may be, of this Indenture; and

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

"Acquired Equipment Indebtedness" of a Person means all
Indebtedness (including all Lease Obligations) of the Person in
question if such Indebtedness (a) is Secured Equipment
Indebtedness and (b) was incurred by another Person prior to the
time the Person in question acquired the Transportation Equipment
or Transportation Equipment leases securing such Secured
Equipment Indebtedness from such other Person or prior to the
time the Person in question acquired such other Person and shall
include all extensions, renewals and refinancings of such
Indebtedness not in excess of the principal amount thereof
outstanding immediately prior to such extension, renewal or
refinancing.

-2-

<PAGE> 9

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

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

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee
to authenticate Securities.

"Board of Directors", when used with reference to the
Company or the Guarantor, means either the board of directors, or
any duly authorized committee of the board of directors, of the
Company or the Guarantor, as the case requires.

"Board Resolution", when used with reference to the Company
or the Guarantor, means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case requires, to have been duly adopted by the
Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

"Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in Boston, Massachusetts and New York City, New York
are authorized or obligated by law or executive order to close.

"Capitalized Lease" shall mean a lease the obligations under
which are required to be capitalized and included in determining
total liabilities in accordance with Financial Accounting
Standard No. 13 of the Financial Accounting Standards Board as
from time to time in effect.

"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 of
this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Company" means the Person named as the "Company" in the
first paragraph of this instrument until a successor Person shall
have become such pursuant to the applicable provisions of this

-3-

<PAGE> 10

Indenture, and thereafter "Company" shall mean such successor
Person.

"Company Request" or "Company Order" means a written request
or order signed in the name of the Company or the Guarantor, as
the case requires, by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and delivered to the
Trustee.

"Consolidated", when used with reference to any term defined
herein, means the term in question as applied to the accounts of
the Person in question and its Subsidiaries consolidated in
accordance with generally accepted accounting principles, after
eliminating all intercompany items.

"Consolidated Net Worth" of any Person means, at any date as
of which the amount thereof shall be determined, the sum of the
following amounts which would be set forth on a Consolidated
balance sheet of the Person in question and its Subsidiaries at
such date, determined in each case on a Consolidated basis in
accordance with generally accepted accounting principles:
(a) the par value (or values stated on the books of such Person)
of the capital stock of all classes of such Person other than
capital stock held in the treasury of such Person, PLUS (b) the
amount of the Consolidated surplus, whether capital or earned, of
such Person and its Subsidiaries, PLUS (c) Subordinated
Indebtedness of such Person, PLUS (d) 50% of the deferred income
tax liability of such Person and its Subsidiaries, LESS (e) the
amount which would be carried in the asset side of such balance
sheet of such Person and its Subsidiaries in respect of goodwill,
trade names, trademarks, patents, unamortized debt issuance
expenses and other intangibles, LESS (f) any increase in the
value of a fixed asset arising from a revaluation thereof after
September 30, 1993.

"Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall
be principally administered, which office, as at the date of this
Indenture, is located at 150 Royall Street, Canton, Massachusetts
02021. Attention: Corporate Trust Administration.

The term "corporation" includes corporations, associations,
companies, joint-stock companies and business trusts.

The terms "covenant defeasance" and "defeasance" have the
meanings assigned to such terms, respectively, by Sections 13.3
and 13.2.

-4-

<PAGE> 11

"Defaulted Interest" has the meaning specified in
Section 3.7.

"Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one
or more Global Securities, the Person designated as Depositary
for such series by the Company pursuant to Section 3.1 (17),
which Person shall be a clearing agency registered under the
Securities Exchange Act of 1934, as amended; and if at any time
there is more than one such Person, "Depositary" as used with
respect to the Securities of any series shall mean the Depositary
with respect to the Securities of such series.

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

"Expiration Date" has the meaning specified in Section 1.4.

"Fiscal Year" means with respect to the Company and the
Guarantor, the fiscal year ending September 30 of each year or
such other date as the Company or the Guarantor may hereafter
elect, and with respect to any other Person the calendar year or
other annual accounting period of the Person in question.

"Global Security" or "Global Securities" means a Security or
Securities, as the case may be, evidencing all or part of a
series of Securities and bearing the legend specified in Section
2.4, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.

"Guarantee" means any guarantee of the Guarantor endorsed on
a Security authenticated and delivered pursuant to this Indenture
and shall include the guarantees set forth in Section 2.2.

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

"Holder" means a Person in whose name a Security is
registered in the Security Register.

"Indebtedness" means (a) the principal of all indebtedness
(i) for borrowed money or (ii) for the deferred purchase price of
property unless the price thereof was payable in full within
twelve months from the date on which the obligation was created
or (iii) evidenced by notes, bonds or other instruments, (b) all
Lease Obligations and (c) all guarantees and other contingent
obligations in respect of the principal of Indebtedness of

-5-
<PAGE> 12

others; PROVIDED, HOWEVER, that Indebtedness shall not include
Subordinated Indebtedness.

"Indenture" means this instrument as originally executed or
as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this
instrument and any such supplemental indenture, the provisions of
the Trust Indenture Act that are deemed to be a part of and to
govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms
of particular series of Securities established as contemplated by
Section 3.1.

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

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

"Lease Obligation" of a Person means all rental
obligations under leases of property (other than electronic data
processing and computer equipment and leases of office space by
such Person or its Subsidiaries) either (a) which are Capitalized
Leases, or (b) if not Capitalized Leases, which are leases of
equipment which had an initial term of more than three years
(including any renewal terms at the option of the lessor). The
amount of Lease Obligations shall be equal to the aggregate value
of rentals payable (other than rentals consisting of taxes,
indemnities, maintenance items, replacements and other similar
charges which are in addition to the basic financial rent for the
use of the property) by the lessee thereof during the remaining
term thereof, including periods of renewal at the option of the
lessor, discounted to present value using the lessee's
"incremental borrowing rate at the inception of the lease" in
accordance with Financial Accounting Standard No. 13 of the
Financial Accounting Standards Board from time to time in effect.

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

"Notice of Default" means a written notice of the kind
specified in Section 5.1(4) or 5.1(5).

-6-
<PAGE> 13

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company or the Guarantor, as the case
may be, and delivered to the Trustee. One of the officers
signing each Officers' Certificate given pursuant to Section 10.9
shall be the principal executive, financial or accounting officer
of the Company or the Guarantor, as the case may be.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company or the Guarantor (including an
employee or officer of the Company, the Guarantor or any of its
Affiliates), as the case may be, and who shall be acceptable to
the Trustee.

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

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

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

(ii) Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or the
Guarantor) in trust or set aside and segregated in trust by the
Company (if the Company or the Guarantor, as the case may be,
shall act as its own Paying Agent) for the Holders of such
Securities; PROVIDED that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has
been made;

(iii) Securities as to which defeasance has been effected
pursuant to Section 13.2; and

(iv) Securities which have been paid pursuant to Section
3.6 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company;

-7-

<PAGE> 14

PROVIDED, HOWEVER, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direc-
tion, notice, consent, waiver or other action hereunder as of any
date, (i) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as
of such date upon acceleration of the Maturity thereof to such
date pursuant to Section 5.2, (ii) if as of such date, the
principal amount payable at The Stated Maturity is not
determinable, the principal amount of such Security as shall be
deemed to be Outstanding shall be the amount specified or
determined as contemplated by Section 3.1, (iii) the principal
amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner as contemplated by Section 3.1, of the
principal amount of such Security (or, in the case of the
Security described in Clause (i) above, of the amount determined
as provided in such clause), and (iv) Securities owned by the
Company, the Guarantor or any other obligor upon the Securities
or any Affiliate of the Company, the Guarantor or of such other
obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or other
action, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the
pledgee's independent right so to act with respect to such
Securities and that the pledgee is not the Company, the Guarantor
or any other obligor upon the Securities or any Affiliate of the
Company, the Guarantor or of such other obligor.

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

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

"Place of Payment", when used with respect to the Securities
of any series, means the place or places where the principal of
(and premium, if any) and interest on the Securities of that
series are payable as specified as contemplated by Section 3.1.

-8-

<PAGE> 15

"Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and
delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Purchase Money Equipment Indebtedness" of a Person means
all Indebtedness (excluding all Lease Obligations) of such Person
which is Secured Equipment Indebtedness incurred to finance the
purchase of Transportation Equipment if such Indebtedness (a)
shall have been incurred within 180 days of the acquisition of
such Transportation Equipment by the Person whose Purchase Money
Equipment Indebtedness is being determined and (b) does not
exceed in principal amount the initial cost of such
Transportation Equipment and shall include all extensions,
renewals and refinancings of such Indebtedness not in excess of
the principal amount thereof outstanding immediately prior to
such extension, renewal or refinancing. For purposes hereof, the
initial cost of Transportation Equipment may include, in addition
to the purchase price thereof and the purchase price of all
accessories and equipment installed thereon, all freight,
delivery and handling charges, excise, sales and use taxes,
customs duties and all other amounts which may be capitalized and
included in the cost of the equipment under generally accepted
accounting principles.

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

"Redemption Price", when used with respect to any Security
to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture.

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 3.1.

"Responsible Officer", when used with respect to the
Trustee, means any officer in the Corporate Trust Office of the
Trustee and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular
subject.

"Secretary" and "Assistant Secretary" include with respect
to the Company, the Clerk and any Assistant Clerk of the Company.

-9-

<PAGE> 16

"Secured Equipment Indebtedness" means with respect to a
Person all Indebtedness which is secured by any security
interest, mortgage, charge, pledge, deed of trust, or other
similar lien on Transportation Equipment or on leases of any such
Transportation Equipment by the owner thereof and shall include
all Lease Obligations. For purposes of this Indenture,
Transportation Equipment which is subject to a lease or contract
which is included as a Lease Obligation shall be deemed to secure
the Indebtedness evidenced thereby.

"Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.5.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section
3.7.

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

"Subordinated Indebtedness" means Indebtedness of the
Company or the Guarantor which is expressly subordinated and
subject in right of payment, in bankruptcy or in the event of a
payment default on the Securities or the Guarantees, to the prior
payment in full in money or money's worth in accordance with
their terms, of all principal of, premium, if any, and interest
on the Securities or the Guarantees.

"Subsidiary" means a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or
indirectly, by the Company, the Guarantor or by one or more other
Subsidiaries.

"Transportation Equipment" means containers, trucks,
tractors, trailers, chassis, cranes, portable ramps, lifting
equipment, railroad locomotives, railroad rolling stock, modular
office units, mobile office and storage trailers and all other
transportation equipment and accessories and attachments thereto.

"Trust Indenture Act" means the Trust Indenture Act of 1939
as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of

-10-

<PAGE> 17

1939, is amended after such date, "Trust Indenture Act" means, to
the extent required by any amendment thereto, the Trust Indenture
Act of 1939 as so amended.

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

"U.S. Government Obligation" has the meaning set forth in
Section 13.4.

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

"Voting Stock" means stock which ordinarily has voting power
for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason
of any contingency, but shall not include securities convertible
into such Voting Stock.

Section 1.2 Compliance Certificates and Opinions.
-------------------------------------

Upon any application or request by the Company or the
Guarantor to the Trustee to take any action under any provision
of this Indenture, the Company or the Guarantor, as the case may
be, shall furnish to the Trustee such certificates and opinions
as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company or the
Guarantor, or an Opinion of Counsel, if to be given by counsel,
and shall comply with the requirements of the Trust Indenture Act
and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture (other
than certificates provided pursuant to Section 10.9) shall
include

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

-11-

<PAGE> 18

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

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

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

Section 1.3 Form of Documents Delivered to Trustee.
---------------------------------------

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

Any certificate or opinion of any officer of the Company or
the Guarantor may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or the
Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of the
Company or the Guarantor, as the case may be, unless such counsel
knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to
such matters are erroneous.

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

Section 1.4 Acts of Holders; Record Dates.
------------------------------

-12-

<PAGE> 19

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where
it is hereby expressly required, to the Company and the
Guarantor. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive
in favor of the Trustee and the Company and the Guarantor, if
made in the manner provided in this Section.

(b) The fact and date of the execution by any
Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by a certificate
of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the
Trustee deems sufficient.

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

-13-

<PAGE> 20

Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making
of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to
the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and
of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in
Section 1.6.

The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any
series entitled to join in the giving or making of (i) any Notice
of Default, (ii) any declaration of acceleration referred to in
Section 5.2, (iii) any request to institute proceedings referred
to in Section 5.7(2) or (iv) any direction referred to in Section
5.12, in each case with respect to Securities of such series. If
any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to
the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and
of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the

-14-

<PAGE> 21

relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in
Section 1.6.

With respect to any record date set pursuant to this
Section, the party hereto which sets such record dates may
designate any day as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of
the proposed new Expiration Date is given to the other party
hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.6, on or
prior to the existing Expiration Date. If an Expiration Date is
not designated with respect to any record date set pursuant to
this Section, the party hereto which set such record date shall
be deemed to have initially designated the 180th day after such
record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record
date.

Without limiting the foregoing, a Holder entitled hereunder
to take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the
principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal
amount.

(f) The Depositary selected pursuant to subsection (17) of
Section 3.1, as a Holder, may appoint agents and otherwise
authorize participants to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action
which a Holder is entitled to give or take hereunder.

Section 1.5 Notices, Etc., to Trustee, Company or Guarantor.
------------------------------------------------

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

(1) the Trustee by any Holder, the Company or the
Guarantor shall be sufficient for every purpose hereunder

-15-

<PAGE> 22

if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, or

(2) the Company or the Guarantor by the Trustee or
by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to
the Company or the Guarantor as the case requires
addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at
any other address previously furnished in writing to the
Trustee by the Company or the Guarantor.

Section 1.6 Notice to Holders; Waiver.
--------------------------

Where this Indenture provides for notice to Holders of
any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such
event, at his address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.
In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon
such waiver.

In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder.

Section 1.7 Conflict with Trust Indenture Act.
----------------------------------

If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act which is required
under such Act to be a part of and govern this Indenture, the
latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust
Indenture Act which 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.

-16-

<PAGE> 23

Section 1.8 Effect of Headings and Table of Contents.
-----------------------------------------

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

Section 1.9 Successors and Assigns.
-----------------------

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

Section 1.10 Separability Clause.
--------------------

In case any provision in this Indenture or in the
Securities or in the Guarantees shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

Section 1.11 Benefits of Indenture.
----------------------

Nothing in this Indenture or in the Securities or in the
Guarantees, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

Section 1.12 Governing Law.
--------------

This Indenture, the Securities and the Guarantees shall
be governed by and construed in accordance with the laws of the
State of New York.

Section 1.13 Legal Holidays.
---------------

In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities other than a
provision of any Security which specifically states that such
provision shall apply in lieu of this Section) payment of
interest or principal (and premium, if any) need not be made at
such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest

-17-

<PAGE> 24

Payment Date, Redemption Date or Stated Maturity, as the case may
be.

ARTICLE 2

Security and Guarantee Forms

Section 2.1 Forms Generally.
----------------

The Securities of each series shall be in substantially
the form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, and
the Guarantees shall be in substantially the form set forth in
Section 2.2 or in such other form as shall be established
pursuant to a Board Resolution 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 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 Depositary
therefor or as may, consistently herewith, be determined by the
officers executing such Securities or such Guarantees, as
evidenced by their execution of such Securities or such
Guarantees. If the form of Securities of any series or the
Guarantees of such Securities is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an
Assistant Secretary of the Company or the Guarantor, as the case
may be, and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.

The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

The definitive Securities and Guarantees 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 and Guarantees, as evidenced
by their execution of such Securities and Guarantees.

Section 2.2 Guarantee by Guarantor; Form of Guarantee.
------------------------------------------

The Guarantor by its execution of this Indenture hereby
agrees with each Holder of a Security authenticated and delivered
by the Trustee, and with the Trustee on behalf
of each such Holder, to be unconditionally bound by the

-18-

<PAGE> 25

terms and provisions of the Guarantee set forth below and
authorizes the Chairman of the Board, President or Vice President
or the Treasurer of the Guarantor to execute, manually or by
facsimile signature on behalf of the Guarantor, or the Company,
in the name and on behalf of the Guarantor, to confirm such
Guarantee to the Holder of each such Security by its execution
and delivery of each such Security, with such Guarantee endorsed
thereon, authenticated and delivered by the Trustee. When
delivered pursuant to the provisions of Section 3.3 hereof, the
Guarantee so set forth on the Security shall bind the Guarantor
notwithstanding the fact that such Guarantee does not bear the
signature of the Guarantor.

Guarantees to be endorsed on the Securities shall,
subject to Section 2.1, be in substantially the form set forth
below:

GUARANTEE

For value received, XTRA Corporation, a corporation
organized under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor corporation
under the Indenture referred to in the Security upon which this
Guarantee is endorsed), hereby unconditionally guarantees to the
Holder of the Security upon which this Guarantee is endorsed and
to the Trustee on behalf of each such Holder the due and punctual
payment of the principal of, premium, if any, and interest 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, according to the terms thereof
and of the Indenture referred to therein. In case of the failure
of XTRA, Inc., a corporation organized under the laws of Maine
(herein called the "Company", which term includes any successor
corporation under such Indenture), punctually to make any such
payment of principal (premium, if any) or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually
when and as the same shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for
redemption or otherwise, and as if such payment were made by the
Company.

The Guarantor hereby agrees that its obligations
hereunder shall be as if it were principal debtor and not merely
surety, and shall be absolute and unconditional, irrespective of,
and shall be unaffected by, any invalidity, irregularity or
unenforceability of such Security or such Indenture, any failure
to enforce the provisions of such Security or such Indenture, or
any waiver, modification or indulgence granted to the Company
with respect thereto, by the holder of such Security or the
Trustee or any other circumstance which may otherwise constitute

-19-

<PAGE> 26

a legal or equitable discharge of a surety or guarantor;
PROVIDED, HOWEVER, that, notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of
the Guarantor, increase the principal amount of such Security,
change the redemption terms thereof or alter the Stated Maturity
thereof. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with
respect to such Security or the indebtedness evidenced thereby
and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by strict and complete performance
of the obligations contained in such Security and this Guarantee.

The Guarantor shall be subrogated to all rights of the
Holder of such Security and the Trustee against the Company 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, premium if any, and interest
on all Securities issued under such Indenture shall have been
paid in full.

No reference herein to such Indenture and no provision of
this Guarantee or of such Indenture shall alter or impair the
guarantee of the Guarantor, which is absolute and unconditional,
of the due and punctual payment of principal, premium (if any),
and interest on the Security upon which this Guarantee is
endorsed.

This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication of the Security
upon which this Guarantee is endorsed shall have been manually
executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in
such Indenture shall have the meanings assigned to them in such
Indenture.

This Guarantee shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of
the State of New York.

Executed and dated the date on the face hereof.

XTRA CORPORATION

-20-

<PAGE> 27

By:________________________________
Title:_____________________________

Attest:

_________________________

Section 2.3 Form of Trustee's Certificate of Authentication.
------------------------------------------------

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

THE FIRST NATIONAL BANK OF BOSTON
as Trustee

By_________________________________
Authorized Signatory
--------------------

Section 2.4. Form of Legend for Global Securities.
-------------------------------------

Unless otherwise specified as contemplated by Section 3.1
for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder 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. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

ARTICLE 3

The Securities

Section 3.1 Amount Unlimited; Issuable in Series.
-------------------------------------

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

-21-

<PAGE> 28

The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and
(subject to Section 3.3) set forth or determined in the manner
provided in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of
Securities of any series,

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

(2) any limit upon the aggregate principal amount of
the Securities of the series which 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 Section 3.4, 3.5, 3.6, 9.6 or 11.7
and except for any Securities which, pursuant to Section
3.3, are deemed never to have been authenticated and
delivered hereunder);

(3) the Person to whom any interest on a Security of
the series shall be payable, if other than the Person in
whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest;

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

(5) the rate or rates (or method for establishing the
rate or rates) at which the Securities of the series shall
bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which
any such interest shall be payable and the Regular Record
Date for the interest payable on any Interest Payment Date
(or method for establishing such date or dates);

(6) the place or places where the principal of (and
premium, if any) and interest on Securities of any series
shall be payable;

(7) the period or periods within which, the price or
prices at which and the terms and conditions upon which any
Securities of the series may be redeemed, in whole or in
part, at the option of the Company and, if other than by a
Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;

-22-

<PAGE> 29

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

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

(10) if other than the full principal amount thereof,
the portion of the principal amount of Securities of the
series which shall be payable upon declaration of accelera-
tion of the Maturity thereof pursuant to Section 5.2;

(11) if the principal amount payable at the Stated
Maturity of any Securities of the series will not be
determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for
any purpose thereunder or hereunder, including the principal
amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be
deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be
determined);

(12) if other than the currency of the United States
of America, the currency, currencies or currency units in
which the principal of (and premium, if any) and/or interest
on the Securities of such series shall be payable and the
manner of determining the equivalent thereof in the currency
of the United States of America for any purpose, including
the purpose of the definition of "Outstanding" in Section
1.1;

(13) if the principal of (and premium, if any) and/or
interest on the Securities of such series are to be payable,
at the election of the Company or any Holder, in a currency,
currencies or currency units other than that or those in
which the Securities are stated to be payable, the currency,
currencies or currency units in which the principal of
(premium, if any) and/or interest on such Securities as to
which such election is made shall be payable, the period or
periods within which, and the terms and conditions, upon
which, such election may be made and the amount so payable
(or the manner in which such amount shall be determined);

-23-

<PAGE> 30

(14) if the amounts of payments of principal of (and
premium, if any) and/or interest on the Securities of such
series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts
shall be determined;

(15) in the case of Securities of a series the terms
of which are not established pursuant to subsection (11),
(12) or (13) above, the application, if any, of Section 13.2
and/or Section 13.3 to the Securities of such series; or, in
the case of Securities the terms of which are established
pursuant to subsection (11), (12) or (13) above, the
adoption and applicability to such Securities of any terms
and conditions similar to those contained in Section 13.2
and/or Section 13.3; and, if other than by a Board
Resolution, the manner in which any election by the Company
to defease such Securities shall be evidenced;

(16) the issuance of a temporary global Security
representing all of the Securities of such series and
exchange of such temporary global Security for definitive
Securities of such series;

(17) whether the Securities of the series shall be
issued in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary for such Global
Security or Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Section 2.4 and any
circumstances in addition to or in lieu of that set forth in
Clause (2) of the last paragraph of Section 3.5 in which any
such Global Security may be exchanged in whole or in part
for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such
Global Security or a nominee thereof;

(18) any addition to or change in the Events of
Default which applies to any Securities of the series and
any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 5.2;

(19) any addition to or change in the covenants set
forth in Article Ten which applies to Securities of the
series; and

-24-

<PAGE> 31

(20) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture),
except as permitted by Section 9.1(5).

All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise
be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 3.3) set forth or determined in the
manner provided in the Officer's Certificate referred to above or
in any such indenture supplemental hereto.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting
forth the terms of the series.

Section 3.2 Denominations.
--------------

The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as
shall be specified as contemplated by Section 3.1. In the
absence of any such specified denominations with respect to the
Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple
thereof.

Section 3.3 Execution, Authentication, Delivery and Dating.
-----------------------------------------------

The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be
manual or facsimile.

Securities or Guarantees bearing the manual or facsimile
signatures of individuals who were at any time the proper offi-
cers of the Company or the Guarantor shall bind the Company and
the Guarantor, respectively, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Securities or
Guarantees or did not hold such offices at the date of such
Securities or Guarantees.

-25-

<PAGE> 32

together with a Company Order for the authentication and delivery
of such Securities and a Company Order from the Guarantor
approving the delivery of the Guarantees endorsed thereon; and
the Trustee in accordance with such Company Orders shall
authenticate and deliver such Securities having such Guarantees
endorsed thereon. If the form or terms of the Securities or the
Guarantees or both of the series have been established in or
pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, 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 Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating,

(a) if the form of any of such Securities and
Guarantees has been established by or pursuant to Board
Resolution as permitted by Section 2.1, that such form has
been established in conformity with the provisions of this
Indenture;

(b) if the terms of any of such Securities and
Guarantees have been established by or pursuant to Board
Resolution as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this
Indenture; and

(c) that such Securities and Guarantees, when
authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company and of the
Guarantor, respectively, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors'
rights and to general equity principles.

If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will adversely affect
the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee.

-26-

<PAGE> 33

time of authentication of each Security of such series if such
documents are delivered at or prior to the time of authentication
upon original issuance of the first Security of such series to be
issued.

Each Security shall be dated the date of its authentication.

No Security or Guarantee endorsed thereon shall be entitled
to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this
Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section
3.9 for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.

Section 3.4 Temporary Securities.
---------------------

Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order from the
Company and a Company Order from the Guarantor, the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, and
having endorsed thereon Guarantees of the Guarantor substantially
of the tenor of the definitive Guarantees, with such appropriate
insertions, omissions, substitutions and other variations as the
officers executing such Securities and Guarantees may determine,
as evidenced by their execution of such Securities and
Guarantees.

-27-

<PAGE> 34

like principal amount of definitive Securities of the same series
and of like tenor, having endorsed thereon Guarantees of the
Guarantor, of authorized denominations. Until so exchanged the
temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive
Securities of such series.

Section 3.5 Registration, Registration of Transfer and Exchange.
----------------------------------------------------

The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such
office and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to
as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for
the registration of Securities and of transfers of Securities.
The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as
herein provided.

Upon surrender for registration of transfer of any Security
of any series at the office or agency of the Company in a Place
of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor having endorsed thereon the
Guarantee duly executed by the Guarantor.

At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series of any
authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities having
endorsed thereon Guarantees of the Guarantor which the Holder
making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or
exchange of Securities, and all Guarantees endorsed thereon,
shall be the valid obligations of the Company or the Guarantor,
as the case may be, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities and all
Guarantees endorsed thereon surrendered upon such registration of
transfer or exchange.

Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written

-28-
<PAGE> 35

instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any
transfer.

If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall
not be required (i) to issue, register the transfer of or
exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of the mailing of
a notice of redemption of any such Securities of that series
selected for redemption under Section 11.3 and ending at the
close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each
such Global Security shall constitute a single Security for all
purposes of this Indenture.

(2) Notwithstanding any other provision of this Indenture,
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 names of Persons other
than the Depositary for such Security or its nominee unless (i)
such Depositary has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if
at any time such Depositary has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended,
(ii) there shall have occurred and be continuing an Event of
Default with respect to the Securities, (iii) the Company
executes and delivers to the Trustee an order to the effect that
the Global Securities shall be transferable and exchangeable or
(iv) there shall exist such circumstances in addition to or in

-29-

<PAGE> 36

lieu of the foregoing as have been specified for this purpose as
contemplated by Section 3.1.

(3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part,
and all Securities issued in exchange for a Global Security or
any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

(4) 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
Section, Section 3.4, 3.6, 9.6 or 11.7 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.

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.
-------------------------------------------------

If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount, having endorsed thereon
the Guarantee of the Guarantor, and bearing a number not
contemporaneously outstanding.

If there shall be delivered to the Company, the Guarantor
and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such security
or indemnity as may be required by them to save each of them and
any agent of any of them harmless, then, in the absence of notice
to the Company, the Guarantor or the Trustee that such Security
has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same series and of like tenor and principal
amount, having endorsed thereon the Guarantee of the Guarantor,
and bearing a number not contemporaneously outstanding.

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

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

-30-

<PAGE> 37

Every new Security of any series, having endorsed thereon
the Guarantee of the Guarantor, issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the
Company and the Guarantor, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that
series duly issued hereunder.

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

Section 3.7 Payment of Interest; Interest Rights Preserved.
-----------------------------------------------

Unless otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, interest on any
Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest.

Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

-31-

<PAGE> 38

provided. Thereupon the Trustee shall fix a special record
date (the "Special Record Date") for the payment of such
Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to
each Holder of Securities of such series in the manner set
forth in Section 1.6 not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following Clause
(2).

(2) The Company may make payment of any Defaulted
Interest on the Securities of any series in any other lawful
manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of
payment shall be deemed practicable by the Trustee.

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

Section 3.8 Persons Deemed Owners.
----------------------

Prior to due presentment of a Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent
of the Company, the Guarantor or the Trustee may treat the Person
in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 3.7) interest on
such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the
Guarantor, the Trustee nor any agent of the Company, the
Guarantor or the Trustee shall be affected by notice to the
contrary.

-32-

<PAGE> 39

Section 3.9 Cancellation.
-------------

All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company or the Guarantor may at
any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the
Company or the Guarantor may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company
has not issued and sold and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by
the Trustee shall be disposed of as directed by a Company Order
from the Company.

Section 3.10 Computation of Interest.
------------------------

Except as otherwise specified as contemplated by Section 3.1
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.

ARTICLE 4

Satisfaction and Discharge

Section 4.1 Satisfaction and Discharge of Indenture.
----------------------------------------

This Indenture shall upon Company Request from the Company
cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been

-33-

<PAGE> 40

destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.6 and (ii) Securities
for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered
to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

(iii) are to be called for redemption within
one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of
the Company,

and the Company or the Guarantor, in the case of (i),
(ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for
the purpose money in an amount sufficient to pay and
discharge the entire indebtedness on such Securities
not theretofore delivered to the Trustee for cancella-
tion, for principal (and premium, if any) and interest
to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

(2) the Company or the Guarantor, as the case may be,
has paid or caused to be paid all other sums payable
hereunder by the Company; and

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

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company and the Guarantor to
the Trustee under Section 6.7, the obligations of the Trustee to
any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under
Section 4.2 and the last paragraph of Section 10.3 shall survive.

-34-

<PAGE> 41

Section 4.2 Application of Trust Money.
---------------------------

Subject to provisions of the last paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1, all
money and U.S. Government Obligations deposited with the Trustee
pursuant to Section 13.2 or Section 13.3 and all money received
by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 13.2 or Section
13.3, shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including
the Company or the Guarantor acting as Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment
such money has been deposited with or received by the Trustee as
contemplated by Section 4.1, Section 13.2 or Section 13.3.

ARTICLE 5

Remedies

Section 5.1 Events of Default.
------------------

"Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or
governmental body):

(1) default in the payment of any interest upon any
Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its
Maturity; or

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

-35-

<PAGE> 42

included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of
such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company,
the Guarantor and the Trustee by the Holders of at least 10%
in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

(5) a default under any bond, debenture, note or other
evidence of or agreement for Indebtedness by the Company or
the Guarantor (including a default with respect to
Securities of any series other than that series) or under
any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or the
Guarantor including this Indenture, whether such
Indebtedness now exists or shall hereafter be created, in
each case, involving an aggregate principal amount of at
least $10,000,000, which default is in payment thereof at
its stated maturity or shall have resulted in such
Indebtedness in an aggregate principal amount of $10,000,000
or more becoming or being declared due and payable prior to
the date on which it would otherwise have become due and
payable, without such Indebtedness having been discharged or
such acceleration having been rescinded or annulled, within
a period of 10 days after there shall have been given, by
registered or certified mail, to the Company and the
Guarantor by the Trustee or to the Company, the Guarantor
and the Trustee by the Holders of at least 10% in principal
amount of the Outstanding Securities of that series a
written notice specifying such default and requiring the
Company or the Guarantor to cause such Indebtedness to be
discharged or cause such acceleration to be rescinded or
annulled, as the case may be, and stating that such notice
is a "Notice of Default" hereunder; PROVIDED, HOWEVER, that,
subject to the provisions of Sections 6.1 and 6.2, the
Trustee shall not be deemed to have knowledge of such
default unless either (A) a Responsible Officer of the
Trustee shall have actual knowledge of such default or (B)
the Trustee shall have received written notice thereof from
the Company, from the Guarantor, from any Holder, from the
holder of any such Indebtedness or from the trustee under
any such mortgage, indenture or other instrument; or

(6) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of
the Company or the Guarantor in an involuntary case or

-36-

<PAGE> 43

proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company or the Guarantor a
bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or the Guarantor
under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or the
Guarantor or of any substantial part of either of their
property, or ordering the winding up or liquidation of
either of their affairs, and the continuance of any such
decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days;
or

(7) the commencement by the Company or the Guarantor
of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the
Company or the Guarantor to the entry of a decree or order
for relief in respect of either of them in an involuntary
case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law
or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company or the Guarantor, or the
filing by the Company or the Guarantor of a petition or
answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by the
Company or the Guarantor to the filing of such petition or
to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or
other similar official of either of them or of any
substantial part of either of their property, or the making
by the Company or the Guarantor of an assignment for the
benefit of creditors, or the admission by the Company or the
Guarantor in writing of its inability to pay its debts
generally as they become due, or the taking of corporate
action by the Company or the Guarantor in furtherance of any
such action; or

(8) any other Event of Default provided with respect
to Securities of that series.

Section 5.2 Acceleration of Maturity; Rescission and Annulment.
---------------------------------------------------

If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then and

-37-

<PAGE> 44

in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that
series to be due and payable immediately, by a notice in writing
to the Company and the Guarantor (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company, the
Guarantor and the Trustee, may rescind and annul such declaration
and its consequences if

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

(A) all overdue interest on all Securities of
that series,

(B) the principal of (and premium, if any, on)
any Securities of that series which have become due
otherwise than by such declaration of acceleration and
interest thereon at the rate or rates prescribed
therefor in such Securities,

(C) to the extent that payment of such interest
is lawful, interest upon overdue interest at the rate
or rates prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents
and counsel;

and

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

-38-

<PAGE> 45

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

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

The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal (and premium, if
any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue
principal (and premium, if any) and on any overdue interest, at
the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

Section 5.4 Trustee May File Proofs of Claim.
---------------------------------

-39-

<PAGE> 46

sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any
Holder thereof or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding; provided,
however, that the Trustee, may, on behalf of the Holders, vote
for the election of a trustee in bankruptcy or similar official
and be a member of a creditors' or other similar committee.

Section 5.5 Trustee May Enforce Claims Without Possession of Securities.
------------------------------------------------------------

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

Section 5.6 Application of Money Collected.
-------------------------------

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

FIRST: To the payment of all amounts due the Trustee
under Section 6.7; and

SECOND: To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest
on the Securities in respect of which or for the benefit of
which such money has been collected, ratably, without

-40-

<PAGE> 47

preference or priority of any kind, according to the amounts
due and payable on such Securities for principal (and
premium, if any) and interest, respectively.

Section 5.7 Limitation on Suits.
--------------------

No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless

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

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

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

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

(5) no direction inconsistent with such written
request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;

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

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

-41-

<PAGE> 48

Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such
Holder.

Section 5.9 Restoration of Rights and Remedies.
-----------------------------------

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

Section 5.10 Rights and Remedies Cumulative.
-------------------------------

Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 3.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver.
-----------------------------

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

Section 5.12 Control by Holders.
--------------------

The Holders of a majority in principal amount of
the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust

-42-

<PAGE> 49

or power conferred on the Trustee, with respect to the Securities
of such series, PROVIDED that

(1) such direction shall not be in conflict with any
rule of law or with this Indenture, and

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

Section 5.13 Waiver of Past Defaults.
------------------------

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

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

(2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such
series affected.

Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair
any right consequent thereon.

Section 5.14 Undertaking for Costs.
----------------------

In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the court may
require any party litigant in such suit to file an undertaking to
pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the
Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any
suit instituted by the Company or the Guarantor.

Section 5.15 Waiver of Usury, Stay or Extension Laws.
----------------------------------------

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

-43-

<PAGE> 50

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

ARTICLE 6

The Trustee

Section 6.1 Certain Duties and Responsibilities.
------------------------------------

The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that 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 provisions of
this Section.

Section 6.2 Notice of Defaults.
-------------------

If a default occurs hereunder with respect to the Securities
of any series, the Trustee shall give the Holders of Securities
of such series notice of such default hereunder known to the
Trustee, as and to the extent provided in the Trust Indenture
Act; PROVIDED, HOWEVER, that in the case of any default of the
character specified in Section 5.1(4) with respect to the
Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

Section 6.3 Certain Rights of Trustee.
--------------------------

Subject to the provisions of Section 6.1:

-44-

<PAGE> 51

(a) the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness 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 or direction of the Company or the
Guarantor mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, or as otherwise
expressly provided herein, and any resolution of the Board
of Directors of the Company or the Guarantor shall be
sufficiently evidenced by a Board Resolution;

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

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

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

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises
of the Company and the Guarantor, personally or by agent or
attorney; and

-45-

<PAGE> 52

(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 and the
Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed
with due care by it hereunder.

Section 6.4 Not Responsible for Recitals or Issuance of Securities.
-------------------------------------------------------

The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as
the statements of the Company or the Guarantor, and neither the
Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the
Securities or the Guarantees. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 6.5 May Hold Securities.
--------------------

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, of the
Guarantor or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and,
subject to Sections 6.8 and 6.13, may otherwise deal with the
Company and the Guarantor with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 6.6 Money Held in Trust.
--------------------

Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the
Company or the Guarantor, as the case may be.

Section 6.7 Compensation and Reimbursement.
-------------------------------

Each of the Company and the Guarantor agrees

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder
(which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express
trust);

-46-

<PAGE> 53

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

(3) 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
the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its
powers or duties hereunder.

Section 6.8 Conflicting Interests.
----------------------

Section 6.9 Corporate Trustee Required; Eligibility.
----------------------------------------

There shall at all times be one (and only one) Trustee with
respect to the Securities of each series, which may be the
Trustee hereunder for Securities of one or more other series.
Each Trustee shall be a Person eligible pursuant to the Trust
Indenture Act to act as such, and has a combined capital and
surplus of at least $50,000,000. If such Person publishes
reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for
the purposes of this Section and to the extent permitted by the
Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.
If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor.
--------------------------------------------------

-47-

<PAGE> 54

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements
of Section 6.11.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof
to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

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

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.8
after written request therefor by the Company, the Guarantor
or any Holder who has been a bona fide Holder of a Security
for at least six months, or

(2) the Trustee shall cease to be eligible under
Section 6.9 and shall fail to resign after written request
therefor by the Company, the Guarantor or any such Holder,
or

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

then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (ii)
subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor
Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of

-48-

<PAGE> 55

Trustee for any cause, with respect to the Securities of one or
more series, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to
the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

(f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of
such series in the manner provided in Section 1.6. Each notice
shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate
Trust Office.

Section 6.11 Acceptance of Appointment by Successor.
---------------------------------------
(a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to
the Company, the Guarantor and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the
Company, the Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver

-49-

<PAGE> 56

an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not
all) series, the Company, the Guarantor, the retiring Trustee and
each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest
in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees
co-trustees of the same trust 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; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company,
the Guarantor or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.

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

-50-

<PAGE> 57

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

Section 6.12 Merger, Conversion, Consolidation or Succession to Business.
------------------------------------------------------------

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

Section 6.13 Preferential Collection of Claims.
----------------------------------

If and when the Trustee shall be or become a creditor of the
Company or the Guarantor (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims
against the Company or the Guarantor (or any such other obligor).

Section 6.14 Appointment of Authenticating Agent.
------------------------------------

The Trustee may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation

-51-

<PAGE> 58

organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee, the Company and the
Guarantor. The Trustee may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such
Authenticating Agent, the Company and the Guarantor. Upon
receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of
this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6
to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this
Section.

The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this

-52-

<PAGE> 59

Section, and the Trustee shall be entitled to be reimbursed for
such payments, subject to the provisions of Section 6.7.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in
the following form:

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

THE FIRST NATIONAL BANK OF BOSTON
As Trustee

By_________________________________
As Authenticating Agent

By_________________________________
Authorized Officer

ARTICLE 7

Holders' Lists and Reports by Trustee, Company and Guarantor

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

The Company and the Guarantor will furnish or cause to be
furnished to the Trustee

(a) semi-annually, not later than January 31 and
July 31 in each year, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the
Holders of Securities of each series as of the preceding
September 30 or March 31 as the case may be, as of such
date, and

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

excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

-53-

<PAGE> 60

Section 7.2 Preservation of Information; Communications to Holders.
-------------------------------------------------------

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as
provided in Section 7.1 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company, the Guarantor and the Trustee
that neither the Company, the Guarantor nor the Trustee nor any
agent of any of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses
of the Holders made pursuant to the Trust Indenture Act.

Section 7.3 Reports by Trustee.
-------------------

The Trustee shall transmit to all Holders such reports
concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. A copy of each such
report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company
and the Guarantor. The Company will notify the Trustee when any
Securities are listed on any stock exchange.

Section 7.4 Reports by Company and Guarantor.
---------------------------------

The Company and the Guarantor shall file with the Trustee
and the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may
be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any
such information, documents and reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee
within 15 days after the same is so required to be filed with the
Commission.

-54-

<PAGE> 61

ARTICLE 8

Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1 Company or Guarantor May Consolidate, Etc., Only on Certain Terms.
------------------------------------------------------------------

Neither the Company nor the Guarantor shall consolidate with
or merge into any other Person or convey, transfer or lease its
properties and assets substantially as an entirety to any Person,
and neither the Company nor the Guarantor shall permit any Person
to consolidate with or merge into the Company or the Guarantor,
as the case may be, or convey, transfer or lease its properties
and assets substantially as an entirety to the Company or the
Guarantor, as the case may be, unless:

(1) in case the Company or the Guarantor, as the case
may be, shall consolidate with or merge into another Person
or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company or
the Guarantor, as the case may be, is merged or the Person
which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company or the Guarantor,
as the case may be, substantially as an entirety shall be a
corporation, partnership or trust organized and validly
existing under the laws of the United States of America, any
State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, in the case of the Company, the
due and punctual payment of the principal of (and premium,
if any) and interest on all the Securities and the per-
formance and observance of every covenant of this Indenture
on the part of the Company to be performed or observed and,
in the case of the Guarantor, the due and punctual perform-
ance of the Guarantees and the performance and observance of
every covenant of this Indenture on the part of the
Guarantor to be performed or observed;

(2) immediately after giving effect to such
transaction and treating any Indebtedness which becomes an
obligation of the Company or one of its Subsidiaries or of
the Guarantor or one of its Subsidiaries as a result of such
transaction as having been incurred by the Company, the
Guarantor or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing;

-55-

<PAGE> 62

(3) if, as a result of any such consolidation or
merger or such conveyance, transfer or lease, properties or
assets of the Company or the Guarantor would become subject
to a mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by this Indenture,
the Company, the Guarantor, or such successor Person, as the
case may be, shall take such steps as shall be necessary
effectively to secure the Securities equally and ratably
with (or prior to) all Indebtedness secured thereby so long
as the same shall be secured as provided in Section 10.8;
and

(4) the Company or the Guarantor, as the case may be,
has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction,
such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating
to such transaction have been complied with.

Section 8.2 Successor Corporation Substituted.
----------------------------------

Upon any consolidation by the Company or the Guarantor, as
the case may be, with or merger by the Company or the Guarantor,
as the case may be, into any other Person or any conveyance,
transfer or lease of the properties and assets of the Company or
the Guarantor, as the case may be, substantially as an entirety
in accordance with Section 8.1, the successor Person formed by
such consolidation or into which the Company or the Guarantor, as
the case may be, is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company or the
Guarantor, as the case may be, under this Indenture with the same
effect as if such successor Person had been named as the Company
or the Guarantor, as the case may be, herein, and thereafter,
except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture
and the Securities.

ARTICLE 9

Supplemental Indentures

Section 9.1 Supplemental Indentures Without Consent of Holders.
---------------------------------------------------

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, the Guarantor, when authorized

-56-

<PAGE> 63

by a Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the
following purposes:

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

(2) to add to the covenants of the Company or the
Guarantor for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating
that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or
power herein conferred upon the Company or the Guarantor; or

(3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities
(and if such additional Events of Default are to be for the
benefit of less than all series of Securities, stating that
such additional Events of Default are expressly being
included solely for the benefit of such series); or

(4) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more
series of Securities, provided that any such addition,
change or elimination (A) shall neither (i) apply to any
Security of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit
of such provision nor (ii) modify the rights of the Holder
of any Security with respect to such provision or (B) shall
become effective only when there is no such Security
Outstanding; or

(6) to secure the Securities pursuant to the
requirements of Section 8.1(3) or Section 10.8 or otherwise;
or

(7) to establish the form or terms of Securities of
any series as permitted by Sections 2.1 and 3.1; or

-57-

<PAGE> 64

(8) 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 6.11; or

(9) to cure any ambiguity, to correct or supplement
any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other
provisions with respect to matters or questions arising
under this Indenture, PROVIDED that such action pursuant to
this clause (9) shall not adversely affect the interests of
the Holders of Securities of any series in any material
respect.

Section 9.2 Supplemental Indentures with Consent of Holders.
------------------------------------------------

With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Securities of each series
affected by such supplemental indenture and of not less than 66
2/3% in principal amount of the Outstanding Securities of all
series affected by such supplemental indenture, by Act of said
Holders delivered to the Company, the Guarantor and the Trustee,
the Company, when authorized by a Board Resolution, the
Guarantor, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities
of such series under this Indenture; PROVIDED, HOWEVER, that no
such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or
any installment of principal of or interest on, any
Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of
an Original Issue Discount Security or any other Security
which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section
5.2, or change any Place of Payment where, or the coin or
currency in which, any Security or any premium or the
interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or

-58-

<PAGE> 65

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

(3) modify any of the provisions of this Section,
Section 5.13 or Section 10.10 except to increase any such
percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected
thereby; PROVIDED, HOWEVER, that this clause shall not be
deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant
changes in this Section and Section 10.10, or the deletion
of this proviso, in accordance with the requirements of
Sections 6.11(b) and 9.1(8), or

(4) change in any manner adverse to the interests of
the Holders of the Securities of any series the terms and
conditions of the obligations of the Guarantor in respect of
the due and punctual payment of the principal thereof,
premium (if any), and interest thereon.

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 Holders of
Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

Section 9.3 Execution of Supplemental Indentures.
-------------------------------------

In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may,
but shall not be obligated to, enter into any such supplemental

-59-

<PAGE> 66

indenture which affects the Trustee's own rights, duties, or
immunities or liabilities under this Indenture or otherwise.

Section 9.4 Effect of Supplemental Indentures.
----------------------------------

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

Section 9.5 Conformity with Trust Indenture Act.
------------------------------------

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

Section 9.6 Reference in Securities to Supplemental Indentures.
---------------------------------------------------

Securities authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company and the Guarantor shall
so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee, the Company and the
Guarantor, to any such supplemental indenture may be prepared and
executed by the Company, the Guarantees of the Guarantor may be
endorsed thereon and such Securities may be authenticated and
delivered by the Trustee in exchange for Outstanding Securities
of such series.

ARTICLE 10

Covenants

Section 10.1 Payment of Principal, Premium and Interest.
-------------------------------------------

The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Securities
of that series in accordance with the terms of the Securities and
this Indenture.

Section 10.2 Maintenance of Office or Agency.
--------------------------------

The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that

-60-

<PAGE> 67

series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the
Company and the Guarantor in respect of the Securities of that
series and this Indenture may be served. The Company and the
Guarantor will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or
agency. If at any time the Company and the Guarantor shall fail
to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and each of the Company
and the Guarantor hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

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

Section 10.3 Money for Securities Payments to Be Held in Trust.
--------------------------------------------------

If the Company or the Guarantor, as the case may be, shall
at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the
Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due
until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

Whenever the Company or the Guarantor, as the case may be,
shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of
(and premium, if any) or interest on any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such
sum to be held as provided in the Trust Indenture Act and (unless
such Paying Agent is the Trustee) the Company or the Guarantor,

-61-

<PAGE> 68

as the case may be, will promptly notify the Trustee of its
action or failure so to act.

The Company or the Guarantor, as the case may be, will cause
each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will

(1) comply with the provisions of the Trust Indenture
Act applicable to it as Paying Agent and

(2) during the continuance of any default by the
Company, the Guarantor (or any other obligor upon the
Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all
sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

The Company or the Guarantor may at any time, for the
purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order of
the Company or the Guarantor, as the case may be, direct any
Paying Agent to pay, to the Trustee all sums held in trust by the
Company, the Guarantor or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums
were held by the Company, the Guarantor or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with
respect to such money.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company or the Guarantor, as the case may be, in
trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed
for two years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company
or the Guarantor, as the case may be, on Company Request of the
Company or the Guarantor, as the case may be, or (if then held by
the Company or the Guarantor) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company or the
Guarantor (pursuant to the Guarantees) for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company or the
Guarantor as trustee thereof, shall thereupon cease; PROVIDED,
HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the
Company cause to be published once in a newspaper published in

-62-

<PAGE> 69

the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then
remaining will be repaid to the Company or the Guarantor, as the
case may be.

Section 10.4 Corporate Existence.
--------------------

Subject to Article Eight, each of the Company and the
Guarantor will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate
existence.

Section 10.5 Maintenance of Properties.
--------------------------

The Company and the Guarantor will cause all properties used
or useful in the conduct of their respective businesses or the
business of any of their respective Subsidiaries to be maintained
and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments, and
improvements thereof, all as in the judgment of the Company or
the Guarantor, as the case may be, may be necessary so that the
business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section shall prevent the Company or the
Guarantor, as the case may be, from discontinuing the operation
or maintenance of any of such properties if such discontinuance
is, in the judgment of the Company or the Guarantor, as the case
may be, desirable in the conduct of its business or the business
of any of their respective Subsidiaries and not
disadvantageous in any material respect to the Holders.

Section 10.6 Payment of Taxes and Other Claims.
----------------------------------

The Company and the Guarantor will pay or discharge or cause
to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges
levied or imposed upon the Company, the Guarantor or any of their
Subsidiaries or upon the income, profits or property of the
Company, the Guarantor or any of their Subsidiaries, and (2) all
lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the property of the Company, the
Guarantor or any of their Subsidiaries; PROVIDED, HOWEVER, that
the Company and the Guarantor shall not be required to pay or
discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or

-63-

<PAGE> 70

validity is being contested in good faith by appropriate
proceedings.

Section 10.7 Limitation on Liens of the Guarantor.
-------------------------------------

The Guarantor will not create or permit to exist any
mortgage, pledge, deed of trust or security interest on any of
the capital stock, or Indebtedness convertible into capital
stock, of any of its Subsidiaries.

Section 10.8 Limitation on Liens of the Company.
-----------------------------------

The Company will not create or permit to exist any mortgage,
pledge, deed of trust, financing lease or security interest
("Liens") on any of its property whether now owned or hereafter
acquired other than:

(i) Liens on Transportation Equipment securing
Acquired Equipment Indebtedness;

(ii) Liens on Transportation Equipment securing
Purchase Money Equipment Indebtedness, but only on the
Transportation Equipment in respect to the purchase of which
such Purchase Money Equipment Indebtedness shall have been
incurred;

(iii) Liens on real property;

(iv) Liens incurred or deposits made in the ordinary
course of business (1) in connection with workers'
compensation, unemployment insurance, social security and other
like laws, or (2) to secure the performance of letters of credit,
bids, tenders, sales contracts, leases, statutory obligations,
surety, appeal and performance bonds and other similar obliga-
tions not incurred in connection with Indebtedness or (3) in
connection with the opening of commercial letters of credit
naming the Company as an account party;

(v) Liens on Transportation Equipment securing Lease
Obligations; PROVIDED, HOWEVER, that no such Lease
Obligations shall arise out of the Sale and Leaseback of
Transportation Equipment unless the Sale and Leaseback in
question is entered into prior to, at the time of or within
180 days of the acquisition of the Transportation Equipment
being sold and leased back; and PROVIDED, FURTHER, that the
leasing of Transportation Equipment which has been
remanufactured so that it is the substantial equivalent of
new equipment shall be considered the leasing of new
equipment and not of the used equipment which was
remanufactured and subsequently sold and leased back; and

-64-

<PAGE> 71

(vi) Liens to secure Indebtedness and other
obligations (excluding Subordinated Indebtedness) which are
not referred to as permitted Liens in paragraphs (i), (ii),
(iii), (iv) and (v); PROVIDED, HOWEVER, that the aggregate
principal amount of Indebtedness and other obligations
secured thereby at any one time outstanding shall not exceed
10% of the Consolidated Net Worth of the Company;

unless prior to or simultaneously with the inception of any such
Lien which is not referred to as a permitted Lien in paragraphs
(i), (ii), (iii), (iv), (v) or (vi) above, the Company shall have
executed and delivered to a Security Trustee (as hereinafter
defined), a security agreement or security agreements and such
other documents as the Security Trustee may reasonably request,
each in form and substance satisfactory to the Trustee, granting
to the Security Trustee a security interest in such property
subject to such Lien, such security interest to be for the equal
and ratable benefit of the Holders and such other holder or
holders of Indebtedness with which the Company has agreed to
permit such holders to share in such Lien. Such security
agreement or security agreements may provide, at the option of
the Company, that the security interest granted to the Security
Trustee thereby shall terminate upon the termination of all other
Liens for the benefit of such other holder or holders of
Indebtedness. The Security Trustee shall be such Person as may
be selected by the Company or any holder of Indebtedness to whom
the Company has specifically granted the right to select such
Security Trustee, and who shall be entitled to act without
qualification or who, if required, shall qualify to act as such
under the Trust Indenture Act of 1939. For the purposes of this
Section 10.8, "Sale and Leaseback", with respect to a Person,
means any transaction with a bank, company, lender or investor,
providing for the leasing by such Person of any property which
has been or is to be sold or transferred by such Person to such
bank, company, lender or investor, or to any Person to whom funds
have been or are to be advanced by such bank, company, lender or
investor on the security of such property.

Section 10.9 Statement by Officers as to Default.
------------------------------------

Each of the Company and the Guarantor will deliver to the
Trustee, within 120 days after the end of each Fiscal Year of the
Company and the Guarantor, respectively, ending after the date
hereof, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Company or the
Guarantor, as the case may be, is in default in the performance
and observance of any of the terms, provisions and conditions
applicable to the Company or the Guarantor hereunder (without
regard to any period of grace or requirement of notice provided

-65-

<PAGE> 72

hereunder), and if the Company or the Guarantor shall be in
default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

Section 10.10 Waiver of Certain Covenants.
----------------------------

Except as otherwise specified as contemplated by Section 3.1
for Securities of such series, the Company or the Guarantor, as
the case may be, may, with respect to the Securities of any
series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant pursuant to
Section 3.1 (19) 9.1(2) or 9.1(7) for the benefit of the Holder
of such series, or in Sections 10.7 and 10.8, inclusive, if
before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of
such series and of at least 66 2/3% in principal amount of the
Outstanding Securities of all series affected thereby shall, by
Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision
or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantor and the duties of
the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

ARTICLE 11

Redemption of Securities

Section 11.1 Applicability of Article.
-------------------------

Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by
Section 3.1 for Securities of any series) in accordance with this
Article.

Section 11.2 Election to Redeem; Notice to Trustee.
--------------------------------------

-66-

<PAGE> 73

Securities of such series to be redeemed and, if applicable, of
the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

Section 11.3 Selection by Trustee of Securities to Be Redeemed.
--------------------------------------------------

If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a
specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of a portion of the
principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. If
less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in
accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount
thereof to be redeemed.

The provisions of the two preceding paragraphs shall not
apply with respect to any redemption affecting only a single
Security, whether such Security is to be redeemed in whole or in
part. In the case of any such redemption in part, the unredeemed
portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.

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

-67-

<PAGE> 74

Section 11.4 Notice of Redemption.
---------------------

Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

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

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

(5) the place or places where each such Security is to be
surrendered for payment of the Redemption Price; and

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

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

Section 11.5 Deposit of Redemption Price.
----------------------------

Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided
in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be
an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 11.6 Securities Payable on Redemption Date.
--------------------------------------

-68-

<PAGE> 75

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; PROVIDED,
HOWEVER, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of
such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of
Section 3.7.

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

Section 11.7 Securities Redeemed in Part.
----------------------------

Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, the
Guarantees of the Guarantor shall be endorsed on and the Trustee
shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same
series and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

ARTICLE 12

Sinking Funds

Section 12.1 Applicability of Article.
-------------------------

The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except
as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

-69-

<PAGE> 76

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". If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.2. Each sinking
fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such
series.

Section 12.2 Satisfaction of Sinking Fund Payments with Securities.
------------------------------------------------------

The Company (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption) and (2)
may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; PROVIDED
that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

Section 12.3 Redemption of Securities for Sinking Fund.
------------------------------------------

Not less than 60 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to
the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.2 and will also deliver to
the Trustee any Securities to be so delivered. Not less than 30
days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section
11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated
in Sections 11.6 and 11.7.

-70-
<PAGE> 77

ARTICLE 13

Defeasance and Covenant Defeasance

Section 13.1 Applicability of Article; Company's Option to
---------------------------------------------
Effect Defeasance or Covenant Defeasance.
- -----------------------------------------

The Company may elect, at its option at any time, to have
Section 13.2 or Section 13.3 applied to any Securities or any
series of Securities, as the case may be, designated pursuant to
Section 3.1 as being defeasible pursuant to such Section 13.2 or
13.3, in accordance with any applicable requirements provided
pursuant to Section 3.1 and upon compliance with the conditions
set forth in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as
contemplated by Section 3.1 for such Securities.

Section 13.2 Defeasance and Discharge.
-------------------------

Upon the Company's exercise of the above option (if any)
applicable to this Section applied to any Securities or any
series of Securities, as the case may be, the Company and the
Guarantor shall be deemed to have been discharged from their
respective obligations with respect to Securities, and the
corresponding Guarantees, as provided in this Section on and
after the date the conditions set forth in Section 13.4 are
satisfied (hereinafter, called "defeasance"). For this purpose,
such defeasance means that the Company and the Guarantor shall be
deemed to have paid and discharged the entire indebtedness
represented by such Securities and Guarantees and to have
satisfied all their other obligations under such Securities and
Guarantees and this Indenture insofar as such Securities and
Guarantees are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Securities to receive, solely from the trust fund
described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if
any) and interest on such Securities when payments are due, (B)
the Company's obligations with respect to such Securities under
Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers,
trusts, duties, and immunities of the Trustee hereunder and (D)
this Article Thirteen. Subject to compliance with this Article
Thirteen, the Company may exercise its option (if any) under this
Section 13.2 applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 13.3 applied to
such Securities.

-71-
<PAGE> 78

Section 13.3 Covenant Defeasance.
--------------------

Upon the Company's exercise of the above option (if any)
applicable to this Section applied to any Securities or series of
Securities, as the case may be, (A), the Company shall be
released from its obligations under Section 10.8 and any
covenants provided pursuant to Sections 3.1(19), 9.1(2) and
9.1(7) and (B) the occurrence of any event specified in Section
5.1(4) with respect to either of Section 8.1(3) or Section 10.8
and any such covenants provided pursuant to Sections 3.1(19),
9.1(2), 9.1(7), 5.1(5) and 5.1(8) shall be deemed not to be or
result in an Event of Default, in each case with respect to such
Securities as provided in this Section, and the Guarantor shall
be released from its obligations under Section 10.7 respect to
such Securities as provided in this Section, on and after the
date the conditions set forth in Section 13.4 are satisfied
(hereinafter, "covenant defeasance"). For this purpose, such
covenant defeasance means that, with respect to such Securities,
the Company and the Guarantor may omit to comply with and shall
have no liability in respect of any term, condition or limitation
set forth in any such specified Section (to the extent so
specified in the case of Section 5.1(4)), 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.

Section 13.4 Conditions to Defeasance or Covenant Defeasance.
------------------------------------------------

The following shall be the conditions to application of
either Section 13.2 or Section 13.3 to any Securities or any
series of Securities, as the case may be:

-72-

<PAGE> 79

discharge the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and of such Securities. As used
herein, "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 depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities
Act of 1933, as amended) 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 depository
receipt, PROVIDED that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or
the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

(b) In the case of an election to have Section 13.2 apply
to any Securities or any series of Securities, as the case may
be, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (x) the Company 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 such Securities will not recognize gain or loss
for Federal income tax purposes as a result of the deposit,
defeasance and discharge to be effected with respect to such
Securities 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.

(c) In the case of an election to have Section 13.3 apply
to any Securities or series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will
not recognize gain or loss for Federal income tax purposes as a
result of such deposit and covenant defeasance to be effected
with respect to such Securities 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.

-73-

<PAGE> 80

(d) The Company shall have delivered to the Trustee an
Officer's Certificate to the effect that neither such Securities
nor any other Securities of the same series, if then listed on
any securities exchange, will be delisted as a result of such
deposit.

(e) No event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to such
Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any
such event specified in Section 5.1(6) and (7), at any time on or
prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied
until after such 90th day).

(f) Such defeasance or covenant defeasance shall not cause
the Trustee to have a conflicting interest within the meaning of
the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act).

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

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

(i) The Company 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 13.2 or the covenant defeasance under
Section 13.3 (as the case may be) have been complied with.

Section 13.5 Deposited Money and U.S. Government Obligations to
--------------------------------------------------
Be Held in Trust; Other Miscellaneous Provisions.
- -------------------------------------------------

Subject to the provisions of the last paragraph of Section
10.3, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section 13.5 and Section
13.6, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 13.4 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

-74-
<PAGE> 81

Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from
other funds except to the extent required by law.

The Company and the Guarantor shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited
pursuant to Section 13.4 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 Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 13.4
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.

Section 13.6. Reinstatement.
--------------

If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company and
Guarantor have been discharged or released pursuant to Section
13.2 or 13.3 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section
13.5 with respect to such Securities in accordance with this
Article; provided, however, that if the Company or the Guarantor
makes any payment of principal of or any premium or interest on
any such Security following such reinstatement of its
obligations, the Company or the Guarantor, as the case may be,
shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in
trust.
* * * *

This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an

-75-

<PAGE> 82

original, but all such counterparts shall together constitute but
one and the same instrument.

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

XTRA, INC.

By ___________________________
Name:
Title:

Attest:

___________________________
Assistant Clerk

XTRA CORPORATION

By ___________________________
Name:
Title:

Attest:

___________________________
Secretary

-76-

<PAGE> 83

THE FIRST NATIONAL BANK OF BOSTON,
as Trustee

By ________________________________
Name:
Title:

Attest:

________________________
Title:

-77-

<PAGE> 84

County of ________ )
) ss.:
State of ________ )

On the day of , 1994, before me personally came
, to me known, who, being by me duly
sworn, did depose and say that he is of XTRA,
INC., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like
authority.

____________________________________________
[Notary Seal]

County of ________ )
) ss.:
State of ________ )

On the day of , 1994, before me personally came
, to me known, who, being by me duly sworn,
did depose and say that he is of XTRA CORPORATION,
one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like
authority.

______________________________________
[Notary Seal]

-78-

<PAGE> 85

County of ________ )
) ss.:
State of ________ )

On this day of in the year of 1994 before me
personally came _______________ , to me personally known, who
being by me duly sworn did depose and say that he is
of The First National Bank of Boston, one of the
corporations described in and which executed the foregoing
Indenture; that he knows the seal of said corporation; that the
seal affixed to said instrument opposite the execution thereof on
behalf of said corporation is the corporate seal of said
corporation; that said instrument was signed and said corporate
seal was so affixed on behalf of said corporation by authority
and order of its board of directors; that he signed his name
thereto by like authority; and he acknowledged said instrument to
be his free act and deed and the free act and deed of said
.

IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal, at ________ in said State of ________, the day
and year first above written.

__________________________________
[Notary Public]

-79-

<PAGE> 1

Exhibit 4.8

XTRA, INC.,

Issuer

XTRA CORPORATION,

Guarantor

[ ]

Trustee

___________________

INDENTURE

Dated as of , 19

_________

Subordinated Debt Securities
<PAGE> 2

XTRA, INC.

Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939

<TABLE>
<CAPTION>
Trust Indenture
Act Section
<S> <C>
Section 310(a)(1) . . . . . . . . . . . . . . 6.9
(a)(2) . . . . . . . . . . . . . . . . . . 6.9
(a)(3) . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . 6.8
6.10
Section 311(a) . . . . . . . . . . . . . . . . 6.13
(b) . . . . . . . . . . . . . . . . . . . 6.13
7.3
Section 312(a) . . . . . . . . . . . . . . . . 7.1
7.2
(b) . . . . . . . . . . . . . . . . . . . 7.2
(c) . . . . . . . . . . . . . . . . . . . 7.2
Section 313(a) . . . . . . . . . . . . . . . . 7.3
(b) . . . . . . . . . . . . . . . . . . . 7.3
(c) . . . . . . . . . . . . . . . . . . . 7.3
(d) . . . . . . . . . . . . . . . . . . . 7.3
Section 314(a) . . . . . . . . . . . . . . . . 7.4
(a)(4) . . . . . . . . . . . . . . . . . . 1.1, 10.9
(b) . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . 1.2
(c)(2) . . . . . . . . . . . . . . . . . . 1.2
(c)(3) . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . 1.2
Section 315(a) . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . . 6.2
7.3
(c) . . . . . . . . . . . . . . . . . . . 6.1
(d) . . . . . . . . . . . . . . . . . . . 6.1
(e) . . . . . . . . . . . . . . . . . . . 5.14
Section 316(a) . . . . . . . . . . . . . . . . 1.1
(a)(1)(A) . . . . . . . . . . . . . . . . 5.2
5.12
(a)(1)(B) . . . . . . . . . . . . . . . . 5.13
(a)(2) . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . 5.8
(c) . . . . . . . . . . . . . . . . . . . 1.4
Section 317(a)(1) . . . . . . . . . . . . . . 5.3
(a)(2) . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . 10.3
Section 318(a) . . . . . . . . . . . . . . . . 1.7
</TABLE>

________________

NOTE: This reconciliation and tie shall not, for any
purpose, be deemed to be a part of the Indenture.
<PAGE> 3

<TABLE>
TABLE OF CONTENTS

<CAPTION>
Page
<S> <C>
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . 1

RECITALS OF THE GUARANTOR . . . . . . . . . . . . . . . . . . 1

ARTICLE 1 Definitions and Other Provisions of General
Application . . . . . . . . . . . . . . . . . . . 2
Section 1.1 Definitions . . . . . . . . . . . . . . 2
Acquired Equipment Indebtedness . . . . . . . . . . . 2
Act . . . . . . . . . . . . . . . . . . . . . . . . . 3
Affiliate . . . . . . . . . . . . . . . . . . . . . . 3
Authenticating Agent . . . . . . . . . . . . . . . . 3
Block-out Notice . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . 3
Capitalized Lease . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request; Company Order . . . . . . . . . . . 4
Consolidated . . . . . . . . . . . . . . . . . . . . 4
Consolidated Net Worth . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . 4
corporation . . . . . . . . . . . . . . . . . . . . . 4
covenant defeasance; defeasance . . . . . . . . . . . 5
Defaulted Interest . . . . . . . . . . . . . . . . . 5
Depositary . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . 5
Expiration Date . . . . . . . . . . . . . . . . . . . 5
Fiscal Year . . . . . . . . . . . . . . . . . . . . . 5
Global Security . . . . . . . . . . . . . . . . . . . 5
Guarantee . . . . . . . . . . . . . . . . . . . . . . 5
Guarantor . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . 5
Indebtedness . . . . . . . . . . . . . . . . . . . . 6
Indenture . . . . . . . . . . . . . . . . . . . . . . 6
interest . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . 6
Lease Obligation . . . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . 7
Notice of Default . . . . . . . . . . . . . . . . . . 7
Officers' Certificate . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . 7
Original Issue Discount Security . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 4

<TABLE>
<CAPTION>
Page
<S> <C>
Place of Payment . . . . . . . . . . . . . . . . . . 9
Predecessor Security . . . . . . . . . . . . . . . . 9
Purchase Money Equipment Indebtedness . . . . . . . . 9
Redemption Date . . . . . . . . . . . . . . . . . . . 9
Redemption Price . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . 10
Responsible Officer . . . . . . . . . . . . . . . . . 10
Secretary; Assistant Secretary . . . . . . . . . . . 10
Secured Equipment Indebtedness . . . . . . . . . . . 10
Securities . . . . . . . . . . . . . . . . . . . . . 10
Security Register; Security Registrar . . . . . . . . 10
Senior Guarantor Indebtedness . . . . . . . . . . . . 10
Senior Indebtedness . . . . . . . . . . . . . . . . . 10
Senior Lender . . . . . . . . . . . . . . . . . . . . 11
Special Record Date . . . . . . . . . . . . . . . . . 11
Stated Maturity . . . . . . . . . . . . . . . . . . . 11
Subordinated Indebtedness . . . . . . . . . . . . . . 11
Subsidiary . . . . . . . . . . . . . . . . . . . . . 11
Transportation Equipment . . . . . . . . . . . . . . 11
Trust Indenture Act . . . . . . . . . . . . . . . . . 11
Trustee . . . . . . . . . . . . . . . . . . . . . . . 11
U.S. Government Obligation . . . . . . . . . . . . . 12
Vice President . . . . . . . . . . . . . . . . . . . 12
Voting Stock . . . . . . . . . . . . . . . . . . . . 12
Section 1.2 Compliance Certificates and
Opinions . . . . . . . . . . . . . . . . 12
Section 1.3 Form of Documents Delivered to
Trustee . . . . . . . . . . . . . . . . 13
Section 1.4 Acts of Holders; Record Dates . . . . . 13
Section 1.5 Notices, Etc., to Trustee, Company
or Guarantor . . . . . . . . . . . . . . 16
Section 1.6 Notice to Holders; Waiver . . . . . . . 17
Section 1.7 Conflict with Trust Indenture Act . . . 17
Section 1.8 Effect of Headings and Table of
Contents . . . . . . . . . . . . . . . . 18
Section 1.9 Successors and Assigns . . . . . . . . . 18
Section 1.10 Separability Clause . . . . . . . . . . 18
Section 1.11 Benefits of Indenture . . . . . . . . . 18
Section 1.12 Governing Law . . . . . . . . . . . . . 18
Section 1.13 Legal Holidays . . . . . . . . . . . . 18

ARTICLE 2 Security and Guarantee Forms . . . . . . . . . . . 19
Section 2.1 Forms Generally . . . . . . . . . . . . 19
Section 2.2 Guarantee by Guarantor; Form of
Guarantee . . . . . . . . . . . . . . . 19
Section 2.3 Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . 22
Section 2.4 Form of Legend for Global Securities . . 22

ARTICLE 3 The Securities . . . . . . . . . . . . . . . . . 23
Section 3.1 Amount Unlimited; Issuable in
Series . . . . . . . . . . . . . . . . . 23
</TABLE>

-ii-
<PAGE> 5

<TABLE>
<CAPTION>
Page
<S> <C>
Section 3.2 Denominations . . . . . . . . . . . . . 26
Section 3.3 Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . . . . 26
Section 3.4 Temporary Securities . . . . . . . . . . 28
Section 3.5 Registration, Registration of
Transfer and Exchange . . . . . . . . . 29
Section 3.6 Mutilated, Destroyed, Lost and
Stolen Securities . . . . . . . . . . . 31
Section 3.7 Payment of Interest; Interest Rights
Preserved . . . . . . . . . . . . . . . 32
Section 3.8 Persons Deemed Owners . . . . . . . . . 34
Section 3.9 Cancellation . . . . . . . . . . . . . . 34
Section 3.10 Computation of Interest . . . . . . . . 35

ARTICLE 4 Satisfaction and Discharge . . . . . . . . . . . . 35
Section 4.1 Satisfaction and Discharge of
Indenture . . . . . . . . . . . . . . . 35
Section 4.2 Application of Trust Money . . . . . . . 36

ARTICLE 5 Remedies . . . . . . . . . . . . . . . . . . . . . 37
Section 5.1 Events of Default . . . . . . . . . . . 37
Section 5.2 Acceleration of Maturity;
Rescission and Annulment . . . . . . . . 39
Section 5.3 Collection of Indebtedness and Suits
for Enforcement by Trustee . . . . . . . 40
Section 5.4 Trustee May File Proofs of Claim . . . . 41
Section 5.5 Trustee May Enforce Claims Without
Possession of Securities . . . . . . . . 42
Section 5.6 Application of Money Collected . . . . . 42
Section 5.7 Limitation on Suits . . . . . . . . . . 42
Section 5.8 Unconditional Right of Holders to
Receive Principal, Premium and Interest 43
Section 5.9 Restoration of Rights and Remedies . . . 44
Section 5.10 Rights and Remedies Cumulative . . . . 44
Section 5.11 Delay or Omission Not Waiver . . . . . 44
Section 5.12 Control by Holders . . . . . . . . . . 44
Section 5.13 Waiver of Past Defaults . . . . . . . . 45
Section 5.14 Undertaking for Costs . . . . . . . . . 45
Section 5.15 Waiver of Usury Stay or Extension Laws 45

ARTICLE 6 The Trustee . . . . . . . . . . . . . . . . . . . 46
Section 6.1 Certain Duties and Responsibilities . . 46
Section 6.2 Notice of Defaults . . . . . . . . . . . 46
Section 6.3 Certain Rights of Trustee . . . . . . . 46
Section 6.4 Not Responsible for Recitals or
Issuance of Securities . . . . . . . . . 48
Section 6.5 May Hold Securities . . . . . . . . . . 48
Section 6.6 Money Held in Trust . . . . . . . . . . 48
Section 6.7 Compensation and Reimbursement . . . . . 48
</TABLE>

-iii-
<PAGE> 6

<TABLE>
<CAPTION>
Page
<S> <C>
Section 6.8 Conflicting Interests . . . . . . . . . . 49
Section 6.9 Corporate Trustee Required;
Eligibility . . . . . . . . . . . . . . . 49
Section 6.10 Resignation and Removal;
Appointment of Successor . . . . . . . . 50
Section 6.11 Acceptance of Appointment by
Successor. . . . . . . . . . . . . . . . 51
Section 6.12 Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . 53
Section 6.13 Preferential Collection of Claims . . . 53
Section 6.14 Appointment of Authenticating
Agent. . . . . . . . . . . . . . . . . . 53

ARTICLE 7 Holders' Lists and Reports by Trustee, Company
and Guarantor . . . . . . . . . . . . . . . . . . . 55
Section 7.1 Company and Guarantor to Furnish
Trustee Names and Addresses of Holders. . 55
Section 7.2 Preservation of Information;
Communications to Holders . . . . . . . . 56
Section 7.3 Reports by Trustee . . . . . . . . . . . 56
Section 7.4 Reports by Company and Guarantor. . . . . 56

ARTICLE 8 Consolidation, Merger, Conveyance, Transfer
or Lease . . . . . . . . . . . . . . . . . . . . . 57
Section 8.1 Company or Guarantor May
Consolidate Etc., Only on Certain Terms . 57
Section 8.2 Successor Corporation Substituted . . . . 58

ARTICLE 9 Supplemental Indentures . . . . . . . . . . . . . . 59
Section 9.1 Supplemental Indentures Without
Consent of Holders . . . . . . . . . . . 59
Section 9.2 Supplemental Indentures with
Consent of Holders . . . . . . . . . . . 60
Section 9.3 Execution of Supplemental
Indentures . . . . . . . . . . . . . . . 62
Section 9.4 Effect of Supplemental Indentures . . . . 62
Section 9.5 Conformity with Trust Indenture Act . . . 62
Section 9.6 Reference in Securities to
Supplemental Indentures . . . . . . . . . 62

ARTICLE 10 Covenants . . . . . . . . . . . . . . . . . . . . 62

Section 10.1 Payment of Principal, Premium and
Interest . . . . . . . . . . . . . . . . 63
Section 10.2 Maintenance of Office or Agency . . . . 63
Section 10.3 Money for Securities Payments to
Be Held in Trust . . . . . . . . . . . . 63
Section 10.4 Corporate Existence . . . . . . . . . . 65
Section 10.5 Maintenance of Properties . . . . . . . 65
Section 10.6 Payment of Taxes and Other Claims . . . 66
</TABLE>

-iv-
<PAGE> 7
<TABLE>
<CAPTION>
Page
<S> <C>
Section 10.7 Limitation on Liens of the Guarantor . 66
Section 10.8 Limitation on Liens of the Company . . 66
Section 10.9 Statement by Officers as to Default . . 68
Section 10.10 Waiver of Certain Covenants . . . . . . 68

ARTICLE 11 Redemption of Securities . . . . . . . . . . . . 69
Section 11.1 Applicability of Article . . . . . . . 69
Section 11.2 Election to Redeem; Notice to Trustee . 69
Section 11.3 Selection by Trustee of Securities
to Be Redeemed . . . . . . . . . . . . 69
Section 11.4 Notice of Redemption . . . . . . . . . 70
Section 11.5 Deposit of Redemption Price . . . . . . 71
Section 11.6 Securities Payable on Redemption Date . 71
Section 11.7 Securities Redeemed in Part . . . . . . 72

ARTICLE 12 Sinking Funds . . . . . . . . . . . . . . . . . . 72
Section 12.1 Applicability of Article . . . . . . . 72
Section 12.2 Satisfaction of Sinking Fund
Payments with Securities . . . . . . . 72
Section 12.3 Redemption of Securities for
Sinking Fund . . . . . . . . . . . . . 73

ARTICLE 13 Defeasance and Covenant Defeasance . . . . . . . 73
Section 13.1 Applicability of Article;
Company's Option to Effect Defeasance
or Covenant Defeasance . . . . . . . . 73
Section 13.2 Defeasance and Discharge . . . . . . . 73
Section 13.3 Covenant Defeasance . . . . . . . . . . 74
Section 13.4 Conditions to Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . 75
Section 13.5 Deposited Money and U.S. Government
Obligations to Be Held in Trust; Other
Miscellaneous Provisions. . . . . . . . 77
Section 13.6 Reinstatement . . . . . . . . . . . . . 78

ARTICLE 14 Subordination of Securities . . . . . . . . . . . 79
Section 14.1 Securities Subordinate to Senior
Securities . . . . . . . . . . . . . . 79

Section 14.2 Payment Over of Proceeds Upon
Dissolution, Etc. . . . . . . . . . . . 79
Section 14.3 No Payment When Senior Indebtedness in
Default . . . . . . . . . . . . . . . . 80
Section 14.4 Payment Permitted if No Default . . . . 81
Section 14.5 Subrogation to Rights of Holders of
Senior Indebtedness . . . . . . . . . . 81
Section 14.6 Provisions Solely to Define Relative
Rights . . . . . . . . . . . . . . . . 82
Section 14.7 Trustee to Effectuate Subordination . . 82
Section 14.8 No Waiver of Subordination Provisions . 82
Section 14.9 Notice to Trustee . . . . . . . . . . . 83
Section 14.10 Reliance on Judicial Order or
Certificate of Liquidating Agent. . . . 84
Section 14.11 Trustee Not Fiduciary for Holders of
Senior Indebtedness . . . . . . . . . . 85
Section 14.12 Rights of Trustee as Holder of Senior
Indebtedness; Preservation of Trustee's
Rights . . . . . . . . . . . . . . . . 85
Section 14.13 Article Applicable to Paying Agents . . 85

ARTICLE 15 Subordination of Guarantees . . . . . . . . . . . 85
Section 15.1 Guarantees Subordinate to Senior
Guarantor Indebtedness . . . . . . . . 85
Section 15.2 Payment Over of Proceeds Upon
Dissolution, Etc. . . . . . . . . . . . 86
Section 15.3 No Payment When Senior Indebtedness in
Default . . . . . . . . . . . . . . . . 87
Section 15.4 Payment Permitted if No Default . . . . 87
Section 15.5 Subrogation to Rights of Holders of
Senior Guarantor Indebtedness . . . . . 88
Section 15.6 Provisions Solely to Define Relative
Rights . . . . . . . . . . . . . . . . 88
Section 15.7 Trustee to Effectuate Subordination . . 89
Section 15.8 No Waiver of Subordination Provisions . 89
Section 15.9 Notice to Trustee . . . . . . . . . . . 89
Section 15.10 Reliance on Judicial Order or
Certificate of Liquidation Agent . . . 90
Section 15.11 Trustee Not Fidicuary for Holders of
Senior Guarantor Indebtedness . . . . . 91
Section 15.12 Rights of Trustee as Holder of Senior
Guarantor Indebtedness; Preservation of
Trustee's Rights . . . . . . . . . . . 91
Section 15.13 Article Applicable to Paying Agents . . 91
</TABLE>
-v-
<PAGE> 8

INDENTURE, dated as of , 1994, between XTRA,
INC., a corporation duly organized and existing under the laws of
the State of Maine (herein called the "Company"), having its
principal executive offices at c/o X-L-CO., Inc., 60 State
Street, Boston, Massachusetts, XTRA CORPORATION, a corporation
duly organized and existing under the laws of the State of
Delaware (herein called the "Guarantor"), having its principal
executive offices at c/o X-L-CO., Inc., 60 State Street, Boston,
Massachusetts, and , as Trustee (herein called the
"Trustee"), having its corporate trust office at ,
.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time
to time of its unsecured subordinated debentures, notes or other
evidences of indebtedness (herein called the "Securities"), to be
issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been
done.

RECITALS OF THE GUARANTOR

All things necessary to make the Guarantees, when
executed by the Guarantor and endorsed on the Securities
authenticated and delivered hereunder, the valid obligations of
the Guarantor, and to make this Indenture a valid agreement of
the Guarantor, in accordance with their and its terms, have been
done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase
of the Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities or of series thereof, as follows:

-1-
<PAGE> 9

ARTICLE 1
Definitions and Other Provisions
of General Application

Section 1.1 Definitions.
------------

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

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

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

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

(4) unless the context otherwise requires, any reference
to an "Article" or a "Section" refers to an Article or a Section,
as the case may be, of this Indenture; and

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

-2-
<PAGE> 10

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

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

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee
to authenticate Securities.

"Block-out Notice" shall have the meaning specified in
Section 14.3.

"Board Resolution", when used with reference to the
Company or the Guarantor, means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case requires, to have been duly adopted by the
Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

"Capitalized Lease" shall mean a lease the obligations
under which are required to be capitalized and included in
determining total liabilities in accordance with Financial
Accounting Standard No. 13 of the Financial Accounting Standards
Board as from time to time in effect.

"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 of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

-3-
<PAGE> 11

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

"Company Request" or "Company Order" means a written
request or order signed in the name of the Company or the
Guarantor, as the case requires, by its Chairman of the Board,
its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

"Consolidated", when used with reference to any term
defined herein, means the term in question as applied to the
accounts of the Person in question and its Subsidiaries
consolidated in accordance with generally accepted accounting
principles, after eliminating all intercompany items.

"Consolidated Net Worth" of any Person means, at any date
as of which the amount thereof shall be determined, the sum of
the following amounts which would be set forth on a Consolidated
balance sheet of the Person in question and its Subsidiaries at
such date, determined in each case on a Consolidated basis in
accordance with generally accepted accounting principles:
(a) the par value (or values stated on the books of such Person)
of the capital stock of all classes of such Person other than
capital stock held in the treasury of such Person, PLUS (b) the
amount of the Consolidated surplus, whether capital or earned, of
such Person and its Subsidiaries, PLUS (c) Subordinated
Indebtedness of such Person, PLUS (d) 50% of the deferred income
tax liability of such Person and its Subsidiaries, LESS (e) the
amount which would be carried in the asset side of such balance
sheet of such Person and its Subsidiaries in respect of goodwill,
trade names, trademarks, patents, unamortized debt issuance
expenses and other intangibles, LESS (f) any increase in the
value of a fixed asset arising from a revaluation thereof after
September 30, 1993.

"Corporate Trust Office" means the office of the Trustee
at which at any particular time its corporate trust business
shall be principally administered, which office, as at the date
of this Indenture, is located at , ,
Attn:

The term "corporation" includes corporations,
associations, companies, joint-stock companies and business
trusts.

-4-
<PAGE> 12

The terms "covenant defeasance" and "defeasance" have the
meanings assigned to such terms, respectively, by Sections 13.3
and 13.2.

"Defaulted Interest" has the meaning specified in
Section 3.7.

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

"Expiration Date" has the meaning specified in Section
1.4.

"Global Security" or "Global Securities" means a Security
or Securities, as the case may be, evidencing all or part of a
series of Securities and bearing the legend specified in Section
2.4, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.

"Guarantee" means any guarantee of the Guarantor endorsed
on a Security authenticated and delivered pursuant to this
Indenture and shall include the guarantees set forth in Section
2.2.

"Holder" means a Person in whose name a Security is
registered in the Security Register.

-5-
<PAGE> 13

"Indebtedness" means (a) the principal of all
indebtedness (i) for borrowed money or (ii) for the deferred
purchase price of property unless the price thereof was payable
in full within twelve months from the date on which the
obligation was created or (iii) evidenced by notes, bonds or
other instruments, (b) all Lease Obligations and (c) all
guarantees and other contingent obligations in respect of the
principal of Indebtedness of others; PROVIDED, HOWEVER, that
Indebtedness shall not include Subordinated Indebtedness.

"Indenture" means this instrument as originally executed
or as it may from time to time be supplemented or amended by one
or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, including, for all purposes of
this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a
part of and to govern this instrument and any such supplemental
indenture, respectively. The term "Indenture" shall also include
the terms of particular series of Securities established as
contemplated by Section 3.1.

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

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

-6-
<PAGE> 14

"Notice of Default" means a written notice of the kind
specified in Section 5.1(4) or 5.1(5).

"Opinion of Counsel" means a written opinion of counsel,
who may be counsel for the Company or the Guarantor (including an
employee or officer of the Company, the Guarantor or any of its
Affiliates), as the case may be, and who shall be acceptable to
the Trustee.

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

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

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

-7-
<PAGE> 15

(iii) Securities as to which defeasance has been
effected pursuant to Section 13.2; and

PROVIDED, HOWEVER, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as
of any date, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable
as of such date upon acceleration of the Maturity thereof to such
date pursuant to Section 5.2, (ii) if as of such date, the
principal amount payable at The Stated Maturity is not
determinable, the principal amount of such Security as shall be
deemed to be Outstanding shall be the amount specified or
determined as contemplated by Section 3.1, (iii) the principal
amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner as contemplated by Section 3.1, of the
principal amount of such Security (or, in the case of the
Security described in Clause (i) above, of the amount determined
as provided in such clause), and (iv) Securities owned by the
Company, the Guarantor or any other obligor upon the Securities
or any Affiliate of the Company, the Guarantor or of such other
obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or other
action, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the
pledgee's independent right so to act with respect to such
Securities and that the pledgee is not the Company, the Guarantor
or any other obligor upon the Securities or any Affiliate of the
Company, the Guarantor or of such other obligor.

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

-8-
<PAGE> 16

"Place of Payment", when used with respect to the
Securities of any series, means the place or places where the
principal of (and premium, if any) and interest on the Securities
of that series are payable as specified as contemplated by
Section 3.1.

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

"Redemption Price", when used with respect to any
Security to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture.

-9-
<PAGE> 17

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 3.1.

"Secretary" and "Assistant Secretary" include with
respect to the Company, the Clerk and any Assistant Clerk of the
Company.

"Securities" has the meaning stated in the first recital
of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.5.

"Senior Guarantor Indebtedness" means all obligations of
the Guarantor under guarantees of Senior Indebtedness.

"Senior Indebtedness" means the principal of, premium, if
any, and interest on (a) all indebtedness of the Company
(including indebtedness of others guaranteed by the Company)
other than the Securities which is (i) for money borrowed or (ii)
evidenced by a note or similar instrument given in connection
with the acquisition of any business, properties or assets of any
kind or in connection with the obtaining of financing and (b)
amendments, renewals, extensions, modifications and refundings of
any such indebtedness or obligation, in any such case whether
outstanding on the date of this Indenture or thereafter created,
incurred or assumed, unless in any case in the instrument
creating or evidencing any such indebtedness or obligation or
pursuant to which the same is outstanding it is provided that
such indebtedness or obligation is not superior in right of
payment to the Securities or it is provided that such indebtedness
or obligation

-10-
<PAGE> 18

is subordinated to Senior Indebtedness to substantially the same
extent as the Securities are subordinated to Senior Indebtedness.

"Senior Lender" means any holder of Senior Indebtedness
or Senior Guarantor Indebtedness.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section
3.7.

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

"Subsidiary" means a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or
indirectly, by the Company, the Guarantor or by one or more other
Subsidiaries.

"Trust Indenture Act" means the Trust Indenture Act of
1939 as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust
Indenture Act of 1939, is amended after such date, "Trust
Indenture Act" means, to the extent required by any amendment
thereto, the Trust Indenture Act of 1939 as so amended.

"Trustee" means the Person named as the "Trustee" in the
first paragraph of this instrument until a successor Trustee
shall have become such pursuant to the applicable provisions of

-11-
<PAGE> 19

this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder, and if at any time
there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee
with respect to Securities of that series.

"U.S. Government Obligation" has the meaning set forth in
Section 13.4.

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

"Voting Stock" means stock which ordinarily has voting
power for the election of directors, whether at all times or only
so long as no senior class of stock has such voting power by
reason of any contingency, but shall not include securities
convertible into such Voting Stock.

Section 1.2 Compliance Certificates and Opinions.
-------------------------------------

Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture
(other than certificates provided pursuant to Section 10.9) shall
include

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

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

(3) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to

-12-
<PAGE> 20

whether or not such covenant or condition has been complied with;
and

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

Section 1.3 Form of Documents Delivered to Trustee.
---------------------------------------

Any certificate or opinion of any officer of the Company
or the Guarantor may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or the
Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of the
Company or the Guarantor, as the case may be, unless such counsel
knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to
such matters are erroneous.

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

Section 1.4 Acts of Holders; Record Dates.
------------------------------

-13-
<PAGE> 21

expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company and
the Guarantor. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive
in favor of the Trustee and the Company and the Guarantor, if
made in the manner provided in this Section.

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

(e) The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of
any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or
taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making
of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this

-14-
<PAGE> 22

paragraph, the Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to
the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and
of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in
Section 1.6.

The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of
any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred
to in Section 5.2, (iii) any request to institute proceedings
referred to in Section 5.7(2) or (iv) any direction referred to
in Section 5.12, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in
such notice, declaration, request or direction, whether or not
such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be
construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of
the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date,

-15-
<PAGE> 23

the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in
Section 1.6.

Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any
particular Security may do so with regard to all or any part of
the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal
amount.

(f) The Depositary selected pursuant to subsection (17)
of Section 3.1, as a Holder, may appoint agents and otherwise
authorize participants to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action
which a Holder is entitled to give or take hereunder.

Section 1.5 Notices, Etc., to Trustee, Company or Guarantor.
------------------------------------------------

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

-16-
<PAGE> 24

Page

(2) the Company or the Guarantor by the Trustee or by any
Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to the Company or
the Guarantor as the case requires addressed to it at the
address of its principal office specified in the first
paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company or the
Guarantor.

Section 1.6 Notice to Holders; Waiver.
--------------------------

Section 1.7 Conflict with Trust Indenture Act.
----------------------------------

-17-
<PAGE> 25

Section 1.8 Effect of Headings and Table of Contents.
-----------------------------------------

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

Section 1.9 Successors and Assigns.
-----------------------

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

Section 1.10 Separability Clause.
--------------------

Section 1.11 Benefits of Indenture.
----------------------

Nothing in this Indenture or in the Securities or in the
Guarantees, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, the
holders of Senior Indebtedness, the holders of Senior Guarantor
Indebtedness and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

Section 1.12 Governing Law.
--------------

This Indenture, the Securities and the Guarantees shall
be governed by and construed in accordance with the laws of the
State of New York.

Section 1.13 Legal Holidays.
---------------

-18-
<PAGE> 26

interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may
be.

ARTICLE 2

Security and Guarantee Forms

Section 2.1 Forms Generally.
----------------

The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

Section 2.2 Guarantee by Guarantor; Form of Guarantee.
------------------------------------------

The Guarantor by its execution of this Indenture hereby
agrees with each Holder of a Security authenticated and delivered
by the Trustee, and with the Trustee on behalf

-19-
<PAGE> 27

of each such Holder, to be unconditionally bound by the terms
and provisions of the Guarantee set forth below and
authorizes the Chairman of the Board, President or Vice President
or the Treasurer of the Guarantor to execute, manually or by
facsimile signature on behalf of the Guarantor, or the Company,
in the name and on behalf of the Guarantor, to confirm such
Guarantee to the Holder of each such Security by its execution
and delivery of each such Security, with such Guarantee endorsed
thereon, authenticated and delivered by the Trustee. When
delivered pursuant to the provisions of Section 3.3 hereof, the
Guarantee so set forth on the Security shall bind the Guarantor
notwithstanding the fact that such Guarantee does not bear the
signature of the Guarantor.

Guarantees to be endorsed on the Securities shall,
subject to Section 2.1, be in substantially the form set forth
below:

GUARANTEE

-20-
<PAGE> 28

with respect thereto, by the holder of such Security or the
Trustee or any other circumstance which may otherwise constitute
a legal or equitable discharge of a surety or guarantor;
PROVIDED, HOWEVER, that, notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of
the Guarantor, increase the principal amount of such Security,
change the redemption terms thereof or alter the Stated Maturity
thereof. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with
respect to such Security or the indebtedness evidenced thereby
and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by strict and complete performance
of the obligations contained in such Security and this Guarantee.

The Guarantor shall be subrogated to all rights of the
Holder of such Security and the Trustee against the Company 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, premium, if any, and interest
on all Securities issued under such Indenture shall have been
paid in full.

Claims under the Guarantee are, to the extent provided in
the Indenture, subject in right of payment to the prior payment
in full of all Senior Guarantor Indebtedness, and this Guarantee
is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of a Security upon which this Guarantee is
endorsed, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes.

-21-
<PAGE> 29

All terms used in this Guarantee which are defined in
such Indenture shall have the meanings assigned to them in such
Indenture.

Executed and dated the date on the face hereof.

XTRA CORPORATION

By:________________________________
Title:_____________________________

Attest:

_________________________

Section 2.3 Form of Trustee's Certificate of Authentication.
------------------------------------------------

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

[ ]
as Trustee

By_________________________________
Authorized Signatory

Section 2.4. Form of Legend for Global Securities.
-------------------------------------

-22-
<PAGE> 30

TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

ARTICLE 3

The Securities

Section 3.1 Amount Unlimited; Issuable in Series.
-------------------------------------

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

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

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

-23-
<PAGE> 31

Date for the interest payable on any Interest Payment Date
(or method for establishing such date or dates);

(6) the place or places where the principal of (and
premium, if any) and interest on Securities of any series
shall be payable;

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

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

(10) if other than the full 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
5.2;

-24-
<PAGE> 32

of the United States of America for any purpose, including
the purpose of the definition of "Outstanding" in Section
1.1;

(16) the issuance of a temporary global Security
representing all of the Securities of such series and
exchange of such temporary global Security for definitive
Securities of such series;

-25-
<PAGE> 33

Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such
Global Security or a nominee thereof;

(19) any addition to or change in the covenants set
forth in Article Ten which applies to Securities of the
series;

(20) the subordination provisions with respect to the
Securities and Guarantees if other than as set forth in Article
14 or 15, respectively; and

(21) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture),
except as permitted by Section 9.1(5).

Section 3.2 Denominations.
--------------

Section 3.3 Execution, Authentication, Delivery and Dating.
-----------------------------------------------

The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice

-26-
<PAGE> 34

Presidents, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be
manual or facsimile.

Securities or Guarantees bearing the manual or facsimile
signatures of individuals who were at any time the proper
officers of the Company or the Guarantor shall bind the Company
and the Guarantor, respectively, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Securities or
Guarantees or did not hold such offices at the date of such
Securities or Guarantees.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company having endorsed thereon
Guarantees of the Guarantor to the Trustee for authentication,
together with a Company Order for the authentication and delivery
of such Securities and a Company Order from the Guarantor
approving the delivery of the Guarantees endorsed thereon; and
the Trustee in accordance with such Company Orders shall
authenticate and deliver such Securities having such Guarantees
endorsed thereon. If the form or terms of the Securities or the
Guarantees or both of the series have been established in or
pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, 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 Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating,

-27-
<PAGE> 35

Guarantor, respectively, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors'
rights and to general equity principles.

Notwithstanding the provisions of Section 3.1 and of the
preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to
deliver the Officers' Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such
documents are delivered at or prior to the time of authentication
upon original issuance of the first Security of such series to be
issued.

Each Security shall be dated the date of its authentication.

Section 3.4 Temporary Securities.
---------------------

-28-
<PAGE> 36

any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, and
having endorsed thereon Guarantees of the Guarantor substantially
of the tenor of the definitive Guarantees, with such appropriate
insertions, omissions, substitutions and other variations as the
officers executing such Securities and Guarantees may determine,
as evidenced by their execution of such Securities and
Guarantees.

If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series
and of like tenor, having endorsed thereon Guarantees of the
Guarantor, of authorized denominations. Until so exchanged the
temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive
Securities of such series.

Section 3.5 Registration, Registration of Transfer and Exchange.
----------------------------------------------------

-29-
<PAGE> 37

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

The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

-30-
<PAGE> 38

(2) Notwithstanding any other provision of this Indenture,
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 names of Persons other
than the Depositary for such Security or its nominee unless (i)
such Depositary has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if
at any time such Depositary has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended,
(ii) there shall have occurred and be continuing an Event of
Default with respect to the Securities, (iii) the Company
executes and delivers to the Trustee an order to the effect that
the Global Securities shall be transferable and exchangeable, or
(iv) there shall exist such circumstances in addition to or in
lieu of the foregoing as have been specified for this purpose as
contemplated by Section 3.1.

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.
-------------------------------------------------

-31-
<PAGE> 39

Section 3.7 Payment of Interest; Interest Rights Preserved.
-----------------------------------------------

-32-
<PAGE> 40

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the
Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of
such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a special record
date (the "Special Record Date") for the payment of such
Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to
each Holder of Securities of such series in the manner set
forth in Section 1.6 not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following Clause
(2).

-33-
<PAGE> 41

Section 3.8 Persons Deemed Owners.
----------------------

Section 3.9 Cancellation.
-------------

-34-
<PAGE> 42

the Trustee shall be disposed of as directed by a Company Order
from the Company.

Section 3.10 Computation of Interest.
------------------------

ARTICLE 4

Satisfaction and Discharge

Section 4.1 Satisfaction and Discharge of Indenture.
----------------------------------------

(1) either

(A) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.6 and (ii) Securities
for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered
to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

(iii) are to be called for redemption within
one year under arrangements satisfactory to the

-35-
<PAGE> 43

Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,

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

(2) the Company or the Guarantor, as the case may be,
has paid or caused to be paid all other sums payable
hereunder by the Company; and

Section 4.2 Application of Trust Money.
---------------------------

-36-
<PAGE> 44

ARTICLE 5

Remedies

Section 5.1 Events of Default.
------------------

"Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Fourteen or Fifteen
or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental
body):

(1) default in the payment of any interest upon any
Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its
Maturity; or

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

(4) default in the performance, or breach, of any
covenant or warranty of the Company or the Guarantor in this
Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of
such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company,
the Guarantor and the Trustee by the Holders of at least 10%
in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

-37-
<PAGE> 45

any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or the
Guarantor including this Indenture, whether such
Indebtedness now exists or shall hereafter be created, in
each case, involving an aggregate principal amount of at
least $10,000,000, which default is in payment thereof at
its stated maturity or shall have resulted in such
Indebtedness in an aggregate principal amount of $10,000,000
or more becoming or being declared due and payable prior to
the date on which it would otherwise have become due and
payable, without such Indebtedness having been discharged or
such acceleration having been rescinded or annulled, within
a period of 10 days after there shall have been given, by
registered or certified mail, to the Company and the
Guarantor by the Trustee or to the Company, the Guarantor
and the Trustee by the Holders of at least 10% in principal
amount of the Outstanding Securities of that series a
written notice specifying such default and requiring the
Company or the Guarantor to cause such Indebtedness to be
discharged or cause such acceleration to be rescinded or
annulled, as the case may be, and stating that such notice
is a "Notice of Default" hereunder; PROVIDED, HOWEVER, that,
subject to the provisions of Sections 6.1 and 6.2, the
Trustee shall not be deemed to have knowledge of such
default unless either (A) a Responsible Officer of the
Trustee shall have actual knowledge of such default or (B)
the Trustee shall have received written notice thereof from
the Company, from the Guarantor, from any Holder, from the
holder of any such Indebtedness or from the trustee under
any such mortgage, indenture or other instrument; or

(6) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of
the Company or the Guarantor in an involuntary case or
proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company or the Guarantor a
bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or the Guarantor
under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or the
Guarantor or of any substantial part of either of their
property, or ordering the winding up or liquidation of
either of their affairs, and the continuance of any such
decree or order for relief or any such other decree or order

-38-
<PAGE> 46

unstayed and in effect for a period of 60 consecutive days;
or

(8) any other Event of Default provided with respect
to Securities of that series.

Section 5.2 Acceleration of Maturity; Rescission and Annulment.
---------------------------------------------------

If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then and
in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that
series to be due and payable immediately, by a notice in writing
to the Company and the Guarantor (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

-39-
<PAGE> 47

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

(A) all overdue interest on all Securities of
that series,

(C) to the extent that payment of such interest
is lawful, interest upon overdue interest at the rate
or rates prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents
and counsel;

and

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

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

The Company covenants that if

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

-40-
<PAGE> 48

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

Section 5.4 Trustee May File Proofs of Claim.
---------------------------------

In case of any judicial proceeding relative to the Company,
the Guarantor (or any other obligor upon the Securities), its
property or its creditors, the Trustee shall be entitled and
empowered by intervention in such proceeding or otherwise to take
any and all actions authorized under the Trust Indenture Act in
order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.

-41-
<PAGE> 49

Section 5.5 Trustee May Enforce Claims Without Possession of
Securities. ---------------------------------------------------
- -----------

Section 5.6 Application of Money Collected.
-------------------------------

FIRST: To the payment of all amounts due the Trustee
under Section 6.7; and

SECOND: Subject to Articles Fourteen and Fifteen, to the
payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest on the Securities in
respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such
Securities for principal (and premium, if any) and interest,
respectively.

Section 5.7 Limitation on Suits.
--------------------

-42-
<PAGE> 50

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

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

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

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

Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 3.7) interest on such
Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such
Holder.

-43-
<PAGE> 51

Section 5.9 Restoration of Rights and Remedies.
-----------------------------------

Section 5.10 Rights and Remedies Cumulative.
-------------------------------

Section 5.11 Delay or Omission Not Waiver.
-----------------------------

Section 5.12 Control by Holders.
-------------------

-44-
<PAGE> 52

(1) such direction shall not be in conflict with any
rule of law or with this Indenture, and

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

Section 5.13 Waiver of Past Defaults.
------------------------

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

(2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such
series affected.

Section 5.14 Undertaking for Costs.
----------------------

Section 5.15 Waiver of Usury, Stay or Extension Laws.
----------------------------------------

Each of the Company and the Guarantor covenants (to the
extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which

-45-
<PAGE> 53

may affect the covenants or the performance of this Indenture;
and each of the Company and the Guarantor (to the extent that it
may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

ARTICLE 6

The Trustee

Section 6.1 Certain Duties and Responsibilities.
------------------------------------

Section 6.2 Notice of Defaults.
-------------------

If a default occurs hereunder with respect to the Securities
of any series, the Trustee shall give the Holders of Securities
of such series notice of such default hereunder known to the
Trustee, as and to the extent provided in the Trust Indenture
Act; provided, however, that in the case of any default of the
character specified in Section 5.1(4) with respect to the
Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

Section 6.3 Certain Rights of Trustee.
--------------------------

Subject to the provisions of Section 6.1:

(a) the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution,

-46-
<PAGE> 54

certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(g) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either

-47-
<PAGE> 55

directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed
with due care by it hereunder.

Section 6.4 Not Responsible for Recitals or Issuance of
Securities. -------------------------------------------------
- -----------

Section 6.5 May Hold Securities.
--------------------

Section 6.6 Money Held in Trust.
--------------------

Section 6.7 Compensation and Reimbursement.
-------------------------------

Each of the Company and the Guarantor agrees

(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable

-48-
<PAGE> 56

expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to
its negligence or bad faith; and

Section 6.8 Conflicting Interests.
----------------------

If the Trustee has or shall acquire any conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of the
Trust Indenture Act and this Indenture. To the extent permitted
by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series [or
a trustee under list prior indentures between the Company and the
Trustee that have not been satisfied and discharged and that may
be excluded by the provision to Section 310(b)(1) of the Trust
Indenture Act].

Section 6.9 Corporate Trustee Required; Eligibility.
----------------------------------------

There shall at all times be one (and only one) Trustee with
respect to the Securities of each series, which may be the
Trustee hereunder for Securities of one or more other series.
Each Trustee shall be a Person eligible pursuant to the Trust
Indenture Act to act as such, and has a combined capital and
surplus of at least $50,000,000 and has its Corporate Trust
Office in The City of New York. If such Person publishes reports
of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for
the purposes of this Section and to the extent permitted by the
Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.
If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the

-49-
<PAGE> 57

provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor.
--------------------------------------------------

(d) If at any time:

(2) the Trustee shall cease to be eligible under
Section 6.9 and shall fail to resign after written request
therefor by the Company, the Guarantor or any such Holder,
or

-50-
<PAGE> 58

competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor
Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or
more series, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to
the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

Section 6.11 Acceptance of Appointment by Successor.
---------------------------------------

(a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to
the Company, the Guarantor and the retiring Trustee an instrument

-51-
<PAGE> 59

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

-52-
<PAGE> 60

with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.

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

Section 6.12 Merger, Conversion, Consolidation or Succession to
Business. ---------------------------------------------------
- ---------

Section 6.13 Preferential Collection of Claims.
----------------------------------

Section 6.14 Appointment of Authenticating Agent.
------------------------------------

-53-
<PAGE> 61

be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

-54-
<PAGE> 62

such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this
Section.

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

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

[ ]
As Trustee

By_________________________________
As Authenticating Agent

By_________________________________
Authorized Officer

ARTICLE 7

Holders' Lists and Reports by Trustee, Company and Guarantor

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

The Company and the Guarantor will furnish or cause to be
furnished to the Trustee

(a) semi-annually, not later than January 31 and July
31 in each year, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the
Holders of Securities of each series as of the preceding

-55-
<PAGE> 63

September 30 or March 31 as the case may be, as of such
date, and

EXCLUDING from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

Section 7.2 Preservation of Information; Communications to
Holders. -------------------------------------------------
- --------

Section 7.3 Reports by Trustee.
-------------------

Section 7.4 Reports by Company and Guarantor.
---------------------------------

-56-
<PAGE> 64

ARTICLE 8

Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1 Company or Guarantor May Consolidate, Etc., Only on
Certain Terms.---------------------------------------------------
- --------------

(1) in case the Company or the Guarantor, as the case
may be, shall consolidate with or merge into another Person
or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company or
the Guarantor, as the case may be, is merged or the Person
which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company or the Guarantor,
as the case may be, substantially as an entirety shall be a
corporation, partnership or trust organized and validly
existing under the laws of the United States of America, any
State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, in the case of the Company, the
due and punctual payment of the principal of (and premium,
if any) and interest on all the Securities and the
performance and observance of every covenant of this
Indenture on the part of the Company to be performed or
observed and, in the case of the Guarantor, the due and
punctual perform-

-57-
<PAGE> 65

ance of the Guarantees and the performance and observance of
every covenant of this Indenture on the part of the
Guarantor to be performed or observed;

Section 8.2 Successor Corporation Substituted.
----------------------------------

-58-
<PAGE> 66

or the Guarantor, as the case may be, herein, and thereafter,
except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture
and the Securities.

ARTICLE 9

Supplemental Indentures

Section 9.1 Supplemental Indentures Without Consent of Holders.
---------------------------------------------------

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

(5) to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more

-59-
<PAGE> 67

series of Securities, PROVIDED that any such addition,
change or elimination (A) shall neither (i) apply to any
Security of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit
of such provision nor (ii) modify the rights of the Holder
of any Security with respect to such provision or (B) shall
become effective only when there is no such Security
Outstanding; or

(6) to secure the Securities pursuant to the
requirements of Section 8.1(3) or Section 10.8 or otherwise;
or

(7) to establish the form or terms of Securities of
any series as permitted by Sections 2.1 and 3.1; or

Section 9.2 Supplemental Indentures with Consent of Holders.
------------------------------------------------

-60-
<PAGE> 68

such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been

-61-
<PAGE> 69

included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

Section 9.3 Execution of Supplemental Indentures.
-------------------------------------

Section 9.4 Effect of Supplemental Indentures.
----------------------------------

Section 9.5 Conformity with Trust Indenture Act.
------------------------------------

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

Section 9.6 Reference in Securities to Supplemental Indentures.
---------------------------------------------------

-62-
<PAGE> 70

executed by the Company, the Guarantees of the Guarantor may be
endorsed thereon and such Securities may be authenticated and
delivered by the Trustee in exchange for Outstanding Securities
of such series.

ARTICLE 10

Covenants

Section 10.1 Payment of Principal, Premium and Interest.
-------------------------------------------

Section 10.2 Maintenance of Office or Agency.
--------------------------------

The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the
Company and the Guarantor in respect of the Securities of that
series and this Indenture may be served. The Company and the
Guarantor will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or
agency. If at any time the Company and the Guarantor shall fail
to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and each of the Company
and the Guarantor hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

-63-
<PAGE> 71

Section 10.3 Money for Securities Payments to Be Held in Trust.
--------------------------------------------------

(1) comply with the provisions of the Trust Indenture
Act applicable to it as Paying Agent and

-64-
<PAGE> 72

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

Section 10.4 Corporate Existence.
--------------------

Subject to Article Eight, each of the Company and the
Guarantor will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate
existence.

Section 10.5 Maintenance of Properties.
--------------------------

-65-
<PAGE> 73

advantageously conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section shall prevent the Company or the
Guarantor, as the case may be, from discontinuing the operation
or maintenance of any of such properties if such discontinuance
is, in the judgment of the Company or the Guarantor, as the case
may be, desirable in the conduct of its business or the business
of any of their respective Subsidiaries and not
disadvantageous in any material respect to the Holders.

Section 10.6 Payment of Taxes and Other Claims.
----------------------------------

Section 10.7 Limitation on Liens of the Guarantor.
-------------------------------------

Section 10.8 Limitation on Liens of the Company.
-----------------------------------

(i) Liens on Transportation Equipment securing
Acquired Equipment Indebtedness;

(ii) Liens on Transportation Equipment securing
Purchase Money Equipment Indebtedness, but only on the
Transportation Equipment in respect to the purchase of which
such Purchase Money Equipment Indebtedness shall have been
incurred;

-66-
<PAGE> 74

(iii) Liens on real property;

(iv) Liens incurred or deposits made in the ordinary
course of business (1) in connection with worker's
compensation, unemployment insurance, social security and
other like laws, or (2) to secure the performance of letters
of credit, bids, tenders, sales contracts, leases, statutory
obligations, surety, appeal and performance bonds and other
similar obligations not incurred in connection with
Indebtedness or (3) in connection with the opening of
commercial letters of credit naming the Company as an
account party;

(vi) Liens to secure Indebtedness and other
obligations (excluding Subordinated Indebtedness) which are
not referred to as permitted Liens in paragraphs (i), (ii),
(iii), (iv) and (v); PROVIDED, HOWEVER, that the aggregate
principal amount of Indebtedness and other obligations
secured thereby at any one time outstanding shall not exceed
10% of the Consolidated Net Worth of the Company;

-67-
<PAGE> 75

Liens for the benefit of such other holder or holders of
Indebtedness. The Security Trustee shall be such Person as may
be selected by the Company or any holder of Indebtedness to whom
the Company has specifically granted the right to select such
Security Trustee, and who shall be entitled to act without
qualification or who, if required, shall qualify to act as such
under the Trust Indenture Act of 1939. For the purposes of this
Section 10.8, "Sale and Leaseback", with respect to a Person,
means any transaction with a bank, company, lender or investor,
providing for the leasing by such Person of any property which
has been or is to be sold or transferred by such Person to such
bank, company, lender or investor, or to any Person to whom funds
have been or are to be advanced by such bank, company, lender or
investor on the security of such property.

Section 10.9 Statement by Officers as to Default.
------------------------------------

Section 10.10 Waiver of Certain Covenants.
----------------------------

Except as otherwise specified as contemplated by Section 3.1
for Securities of such series, the Company or the Guarantor, as
the case may be, may, with respect to the Securities of any
series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant pursuant to
Section 3.1 (19), 9.1(2) or 9.1(7) for the benefit of the Holder
of such series, or in Sections 10.7 and 10.8, inclusive, if
before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of
such series and of at least 66 2/3% in principal amount of the
Outstanding Securities of all series affected thereby shall, by
Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision
or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantor and the duties of

-68-
<PAGE> 76

the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

ARTICLE 11

Redemption of Securities

Section 11.1 Applicability of Article.
-------------------------

Section 11.2 Election to Redeem; Notice to Trustee.
--------------------------------------

The election of the Company to redeem any Securities shall
be evidenced by a Board Resolution or in any other manner
specified as contemplated in Section 3.1 for such Securities. In
case of any redemption at the election of the Company of less
than all the Securities of any series (including any redemption
affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of
the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

Section 11.3 Selection by Trustee of Securities to Be Redeemed.
--------------------------------------------------

-69-
<PAGE> 77

than the minimum authorized denomination) for such Security. If
less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in
accordance with the preceding sentence.

Section 11.4 Notice of Redemption.
---------------------

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

-70-
<PAGE> 78

(5) the place or places where each such Security is to be
surrendered for payment of the Redemption Price; and

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

Section 11.5 Deposit of Redemption Price.
----------------------------

Section 11.6 Securities Payable on Redemption Date.
--------------------------------------

-71-
<PAGE> 79

Section 11.7 Securities Redeemed in Part.
----------------------------

ARTICLE 12

Sinking Funds

Section 12.1 Applicability of Article.
-------------------------

Section 12.2 Satisfaction of Sinking Fund Payments with
Securities. ------------------------------------------------
- -----------

-72-
<PAGE> 80

Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; PROVIDED
that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

Section 12.3 Redemption of Securities for Sinking Fund.
------------------------------------------

ARTICLE 13

Defeasance and Covenant Defeasance

Section 13.1 Applicability of Article; Company's Option to
-------------------------------------------------
Effect Defeasance or Covenant Defeasance.
- -----------------------------------------

Section 13.2 Defeasance and Discharge.
-------------------------

-73-
<PAGE> 81

Upon the Company's exercise of the above option (if any)
applicable to this Section applied to any Securities or any
series of Securities, as the case may be, the Company and the
Guarantor shall be deemed to have been discharged from their
respective obligations, and the provisions of Article 14 and 15
shall cease to be effective, with respect to Securities, and the
corresponding Guarantees, as provided in this Section on and
after the date the conditions set forth in Section 13.4 are
satisfied (hereinafter, called "defeasance"). For this purpose,
such defeasance means that the Company and the Guarantor shall be
deemed to have paid and discharged the entire indebtedness
represented by such Securities and Guarantees and to have
satisfied all their other obligations under such Securities and
Guarantees and this Indenture insofar as such Securities and
Guarantees are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Securities to receive, solely from the trust fund
described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if
any) and interest on such Securities when payments are due, (B)
the Company's obligations with respect to such Securities under
Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers,
trusts, duties, and immunities of the Trustee hereunder and (D)
this Article Thirteen. Subject to compliance with this Article
Thirteen, the Company may exercise its option (if any) under this
Section 13.2 applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 13.3 applied to
such Securities.

Section 13.3 Covenant Defeasance.
--------------------

-74-
<PAGE> 82

defeasance means that, with respect to such Securities, the
Company and the Guarantor may omit to comply with and shall have
no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified
in the case of Section 5.1(4)) or Articles 14 and 15, whether
directly or indirectly by reason of any reference elsewhere
herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision
herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

Section 13.4 Conditions to Defeasance or Covenant Defeasance.
------------------------------------------------

The following shall be the conditions to application of
either Section 13.2 or Section 13.3 to any Securities or any
series of Securities, as the case may be:

(a) the Company shall irrevocably have deposited or caused
to be deposited with the Trustee (or another trustee which
satisfies the requirements contemplated by Section 6.9 and who
agrees to comply with the provisions of this Article Thirteen
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 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, in
each case 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 the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and of such Securities. As used
herein, "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 depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities
Act of 1933, as amended) 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 depository

-75-
<PAGE> 83

receipt, PROVIDED that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or
the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

-76-
<PAGE> 84

(i) At the time of such deposit, (A) no default in the
payment of any principal of, premium, if any, or interest on any
Senior Indebtedness shall have occurred and be continuing, (B) no
event of default with respect to any Senior Indebtedness shall
have resulted in such Senior Indebtedness becoming and continuing
to be, due and payable prior to the date on which it would
otherwise have become due and payable (unless payment of such
Senior Indebtedness has been made or duly provided for), and (C)
no other event of default with respect to any Senior Indebtedness
shall have occurred and be continuing permitting (after notice or
lapse of time or both) the holders of such Senior Indebtedness
(or a trustee on behalf of such holders) to declare such Senior
Indebtedness due and payable prior to the date on which it would
otherwise have become due and payable.

(j) The Company 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 13.2 or the covenant defeasance under
Section 13.3 (as the case may be) have been complied with.

-77-
<PAGE> 85

either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from
other funds except to the extent required by law. Money and U.S.
Government Obligations so held in trust shall not be subject to
the provisions of Article Fourteen or Fifteen.

Section 13.6. Reinstatement.
--------------

-78-
<PAGE> 86

ARTICLE FOURTEEN

Subordination of Securities

SECTION 14.1 Securities Subordinate to Senior Indebtedness.
----------------------------------------------

The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and
agrees, that, to the extent and in the manner hereinafter set
forth in this Article, the indebtedness represented by the
Securities and the payment of the principal of, premium, if any,
and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness.

SECTION 14.2 Payment Over of Proceeds Upon Dissolution, Etc.
-----------------------------------------------

In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or
other similar case or proceeding in connection therewith,
relative to the Company or its creditors, as such, or to its
assets, or (b) any liquidation, dissolution or other winding up
of the Company, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (c) any assignment for
the benefit of creditors or any other marshalling of assets and
liabilities of the Company, then and in any such event the
holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in
respect of all Senior Indebtedness, or provision shall be made
for such payment in money or money's worth, before the Holders of
the Securities are entitled to receive any payment on account of
principal of, premium, if any, or interest on the Securities and
to that end the holders of Senior Indebtedness shall be entitled
to receive, for application to the payment thereof, any payment
or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in
respect of the Securities in any such case, proceeding,
dissolution, liquidation or other winding up or event.

In the event that, notwithstanding the foregoing provisions
of this Section, the Trustee or the Holder of any Security shall
have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or
securities, before all Senior Indebtedness is paid in full or
payment thereof provided for, and if such fact shall, at or prior
to the time of such payment or distribution, have been made known
to the Trustee or, as the case may be, such Holder, then and in
such event such payment or distribution shall be paid over or

-79-
<PAGE> 87

delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company for
application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all Senior Indebtedness in
full, after giving effect to any concurrent payment or
distribution to or for the holder of Senior Indebtedness.

For purposes of this Article only, the words "cash, property
or securities" shall not be deemed to include shares of stock of
the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of
reorganization or readjustment which are subordinated in right of
payment to all Senior Indebtedness which may at the time be
outstanding to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in
this Article. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to
another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or
marshalling of assets and liabilities of the Company for the
purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or which
acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a
part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

SECTION 14.3 No Payment When Senior Indebtedness in Default
----------------------------------------------

In the event the Trustee receives notice from the Company,
the Guarantor or any Senior Lender (or a trustee therefor) (a
"Block-out Notice") that there shall exist and be continuing (a)
any default in the payment of principal of, premium, if any, or
interest on any Senior Indebtedness beyond any applicable grace
period with respect thereto, or (b) any default with respect to
Senior Indebtedness (other than a default specified in clause
(a) above) no payment shall be made by the Company on account of
principal of, premium, if any, or interest on the Securities or on
account of the purchase or other acquisition of Securities; PROVIDED,
HOWEVER, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with Article Twelve by
delivering and crediting pursuant to Section 12.2 Securities which
have been acquired (upon redemption or otherwise) prior to such
default in payment or other default; and provided further that no
Block-out Notice given with respect to one or more defaults of the type

-80-
<PAGE> 88

referred to in clause (b) above shall be effective to suspend for
longer than 180 days from the date that such a Block-out Notice
is first received, in any 360-day period, any payment in respect
of principal of, premium, if any, or interest on the Securities
that has become due (or would have become due but for the
provisions of this Section 14.3) and only one such Block-out
notice may be in effect during any 360-day period.

In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of
any Security prohibited by the foregoing provisions of this
Section, and if such fact shall, at or prior to the time of such
payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any
payment with respect to which Section 14.2 would be applicable.

SECTION 14.4 Payment Permitted If No Default.
--------------------------------

Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the
Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of
assets and liabilities of the Company referred to in Section 14.2
or under the conditions described in Section 14.3, from making
payments at any time of principal of, premium, if any, or
interest on the Securities, or (b) the application by the Trustee
of any money deposited with it hereunder to the payment of or on
account of the principal of, premium, if any, or interest on the
Securities or the retention of such payment by the Holders if, at
the time of such application by the Trustee, it did not have
knowledge that such payment would have been prohibited by the
provisions of this Article.

SECTION 14.5 Subrogation to Rights of Holders of Senior
Indebtedness.
--------------------------------------------------

Subject to the payment in full of all Senior Indebtedness,
the Holders of the Securities shall be subrogated to the extent
of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article to
the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities
applicable to the Senior Indebtedness until the principal of,
premium, if any, and interest on the Securities shall be paid in
full. For purposes of such subrogation, no payments or

-81-
<PAGE> 89

distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior
Indebtedness.

SECTION 14.6 Provisions Solely to Define Relative Rights.
--------------------------------------------

The provisions of this Article are and are intended solely
for the purpose of defining the relative rights of the Holders of
the Securities on the one hand and the holders of Senior
Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the
Holders of the Securities, the obligation of the Company, which
is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is
intended to rank equally with all other general obligations of
the Company), to pay to the Holders of the Securities the
principal of, premium, if any, and interest on the Securities as
and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness; or (c)
prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the
Trustee or such Holder.

SECTION 14.7 Trustee to Effectuate Subordination.
------------------------------------

Each holder of a Security by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

SECTION 14.8 No Waiver of Subordination Provisions.
--------------------------------------

-82-
<PAGE> 90

No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or
failure to act, in good faith, by any such holder, or by any non-
compliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time
and from time to time, without the consent of or notice to the
Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Securities to
the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

SECTION 14.9 Notice to Trustee.
------------------

The Company shall give prompt written notice to the Trustee
of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received
written notice thereof from the Company, the Guarantor or a
Senior Lender or from any trustee therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1, shall be entitled in all respects to
assume that no such facts exist; PROVIDED, HOWEVER, that if the
Trustee shall not have received the notice provided for in this
Section at least three Business Days prior to the date upon which
by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of,
premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee

-83-
<PAGE> 91

shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received
and shall not be affected by any notice to the contrary which may
be received by it within three Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall
be entitled to rely on the delivery to it of a written notice by
a Person representing himself to be a Senior Lender (or a trustee
therefor) to establish that such notice has been given by a
Senior Lender (or a trustee therefor). In the event that the
Trustee determines in good faith that further evidence is
required with respect to the right of any Person as holders of Senior
Indebtedness to participate in any payment or distribution pursuant
to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such
payment.

SECTION 14.10 Reliance on Judicial Order or Certificate of
Liquidating Agent.
--------------------------------------------------

Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the
provisions of Section 6.1, and the Holders of the Securities
shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending,
or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of
the Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or
to this Article.

SECTION 14.11 Trustee Not Fiduciary for Holders of Senior
Indebtedness.
--------------------------------------------------

-84-
<PAGE> 92

The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any
such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any
other Person cash, property or securities to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.

SECTION 14.12 Rights of Trustee as Holder of Senior
Indebtedness; Preservation of Trustee's Rights.
--------------------------------------------------

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any
Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.7.

SECTION 14.13 Article Applicable to Paying Agents.
------------------------------------

In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article shall in
such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the
Trustee; PROVIDED, HOWEVER, that Section 14.12 shall not apply to
the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.

ARTICLE FIFTEEN

Subordination of Guarantees

SECTION 15.1 Guarantees Subordinate to Senior Guarantor
Indebtedness.
------------------------------------------

The Guarantor covenants and agrees, and each Holder of a
Security and the related Guarantee, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the
manner hereinafter set forth in this Article, the Guarantees in
respect of the Securities are hereby expressly made subordinate
and subject in right of payment to the prior payment in full of
all Senior Guarantor Indebtedness.

-85-
<PAGE> 93

SECTION 15.2 Payment Over of Proceeds Upon Dissolution, Etc.
-----------------------------------------------

In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or
other similar case or proceeding in connection therewith,
relative to the Guarantor or its creditors, as such, or to its
assets, or (b) any liquidation, dissolution or other winding up
of the Guarantor, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (c) any assignment for
the benefit or creditors or any other marshalling of assets and
liabilities of the Guarantor, then and in any such event the
holders of Senior Guarantor Indebtedness shall be entitled to
receive payment in full of all amounts due or to become due on or
in respect of all Senior Guarantor Indebtedness, or provision
shall be made for such payment in money or money's worth, before
the Holders of the Guarantees are entitled to receive any payment
under the Guarantees on account of principal on, premium, if any,
or interest on the Securities and to that end the holders of
Senior Guarantor Indebtedness shall be entitled to receive, for
application to the payment thereof, any payment or distribution
of any kind or character, whether in cash, property or
securities, which may be payable or deliverable in respect of the
Guarantees in any such case, proceeding, dissolution, liquidation
or other winding up or event.

In the event that, notwithstanding the foregoing provisions
of this Section, the Trustee or the Holder of any Security in respect
of the related Guarantee shall have received any payment or
distribution of assets of the Guarantor of any kind or character,
whether in cash, property or securities, before all Senior Guarantor
Indebtedness is paid in full or payment thereof provided for, and
if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment or distribution of assets of the
Guarantor for application to the payment of all Senior Guarantor
Indebtedness remaining unpaid, to the extent necessary to pay all
Senior Guarantor Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holder of Senior
Guarantor Indebtedness.

For purposes of this Article only, the words "cash, property
or securities" shall not be deemed to include shares of stock of
the Guarantor as reorganized or readjusted, or securities of the
Guarantor or any other corporation provided for by a plan of
reorganization or readjustment, which are subordinated in right of

-86-
<PAGE> 94

payment to all Senior Guarantor Indebtedness which may at the
time be outstanding to substantially the same extent as, or to a
greater extent than, the Guarantees are so subordinated as
provided in this Article. The consolidation of the Guarantor
with, or the merger of the Guarantor into, another Person or the
liquidation or dissolution of the Guarantor following the
conveyance or transfer of its properties and assets substantially
as an entirety to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of
the Guarantor for the purposes of this Section if the Person
formed by such consolidation or into which the Guarantor is
merged or which acquires by conveyance or transfer such
properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in
Article Eight.

SECTION 15.3 No Payment When Senior Indebtedness in Default.
-----------------------------------------------

No payment shall be made by the Guarantor under the Guarantees
on account of principal of, premium, if any, or interest on the
Securities during any period in which payments by the Company in
respect of the Securities are suspended under the provisions of
Section 14.3.

In the event that, notwithstanding the foregoing, the Guarantor
shall make any payment to the Trustee or with respect to the Guarantee
of any Security prohibited by the foregoing provisions of this
Section, and if such fact shall, at or prior to the time of such
payment, have been made known to the Trustee or, as the case may
be, the Holder of the Security to which such Guarantee relates, then
and in such event such payment shall be paid over and delivered
forthwith to the Guarantor.

SECTION 15.4 Payment Permitted If No Default.
--------------------------------

Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities or the Guarantees shall
prevent (a) the Guarantor, at any time except during the pendency
of any case, proceeding, dissolution, liquidation or other
winding up, assignment for the benefit of creditors or other
marshalling of assets and liabilities of the Guarantor referred
to in Section 15.2 or under the conditions described in Section
15.3, from making payments at any time on the Guarantees on
account of principal of, premium, if any, or interest on the
Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on the

-87-
<PAGE> 95

Guarantees on account of the principal of, premium, if any, or
interest on the Securities or the retention of such payment by
the Holders if, at the time of such application by the Trustee,
it did not have knowledge that such payment would have been
prohibited by the provisions of this Article.

SECTION 15.5 Subrogation to Rights of Holders of Senior
Guarantor Indebtedness.
--------------------------------------------------

Subject to the payment in full of all Senior Guarantor
Indebtedness, the Holders of the Securities which are entitled to
the benefits of the Guarantee shall be subrogated
to the extent of the payments or distributions made to the
holders of such Senior Guarantor Indebtedness pursuant to the
provisions of this Article to the rights of the holders of such
Senior Guarantor Indebtedness to receive payments and
distributions of cash, property and securities applicable to the
Senior Guarantor Indebtedness until the principal of, premium, if
any, and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the
holders of the Senior Guarantor Indebtedness of any cash,
property or securities to which the Holders of any Security entitled
to the benefits of a Guarantee or the Trustee would be entitled
except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of
Senior Guarantor Indebtedness by Holders of any Security entitled
to the benefits of a Guarantee or the Trustee, shall, as among the
Guarantor, its creditors other than holders of Senior Guarantor
Indebtedness and the Holders of any Security entitled to the
benefits of a Guarantee, be deemed to be a payment or
distribution by the Guarantor to or on account of the Senior
Guarantor Indebtedness.

SECTION 15.6 Provisions Solely to Define Relative Rights.
--------------------------------------------

The provisions of this Article are and are intended solely
for the purpose of defining the relative rights of the Holders of
any Security entitled to the benefits of a Guarantee on the one
hand and the holders of Senior Guarantor Indebtedness on the other
hand. Nothing contained in this Article or elsewhere in this
Indenture or in the Guarantees or the Securities is intended to or
shall (a) impair, as among the Guarantor, its creditors other than
holders of Senior Guarantor Indebtedness and the Holders of any
Security entitled to the benefits of a Guarantee, the
obligation of the Guarantor, which is absolute and unconditional
(and which, subject to the rights under this Article of the
holders of Senior Guarantor Indebtedness, is intended to rank
equally with all other general obligations of the Guarantor), to
pay to the Holders of any Security entitled to the benefits of a
Guarantee on account of the principal of, premium, if any, and
interest on the Securities as and when the same shall become due
and payable in accordance with their terms; or (b) affect the
relative rights against the Guarantor of the Holders of any Security
entitled to the benefits of a Guarantee and creditors of the Guarantor

-88-
<PAGE> 96

other than the holders of Senior Guarantor Indebtedness; or (c)
prevent the Trustee or the Holder of any Security entitled
to the benefits of a Guarantee from exercising all remedies
otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article
of the holders of Senior Guarantor Indebtedness to receive
cash, property and securities otherwise payable or deliverable
to the Trustee or such Holder.

SECTION 15.7 Trustee to Effectuate Subordination.
------------------------------------

Each holder of a Guarantee by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

SECTION 15.8 No Waiver of Subordination Provisions.
--------------------------------------

No right of any present or future holder of any Senior
Guarantor Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired
by any act or failure to act on the part of the Guarantor or by
any act or failure to act, in good faith, by any such holder, or
by any non-compliance by the Guarantor with the terms, provisions
and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Guarantor Indebtedness may, at
any time and from time to time, without the consent of or notice
to the Trustee or the Holders of any Security entitled to
the benefits of a Guarantee, without incurring responsibility to
the Holders of any Security entitled to the benefits of a Guarantee
and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of the Holders of any
Security entitled to the benefits of a Guarantee to the holders
of Senior Guarantor Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior
Guarantor Indebtedness, or otherwise amend or supplement in any
manner Senior Guarantor Indebtedness or any instrument evidencing
the same or any agreement under which Senior Guarantor Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing Senior
Guarantor Indebtedness; (iii) release any Person liable in any
manner for the collection of Senior Guarantor Indebtedness;
and (iv) exercise or refrain from exercising any rights against
the Guarantor and any other Person.

SECTION 15.9 Notice to Trustee.
------------------

-89-
<PAGE> 97

The Guarantor shall give prompt written notice to the
Trustee of any fact known to the Guarantor which would prohibit
the making of any payment to or by the Trustee in respect of the
Guarantees. Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in
respect of the Guarantees, unless and until the Trustee shall
have received written notice thereof from the Guarantor, the
Company or a holder of Senior Guarantor Indebtedness or from any
trustee therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.1, shall
be entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice
provided for in this Section at least three Business Days prior
to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the
payment under the Guarantees on account of the principal of,
premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received
and shall not be affected by any notice to the contrary which may
be received by it within three Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall
be entitled to rely on the delivery to it of a written notice by
a Person representing himself to be a holder of Senior Guarantor
Indebtedness (or a trustee therefor) to establish that such notice
has been given by a holder of Senior Guarantor Indebtedness
(or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is
required with respect to the right of any Person as a holder
of Senior Guarantor Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Guarantor Indebtedness held by
such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article, and if such evidence is
not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to
receive such payment.

SECTION 15.10 Reliance on Judicial Order or Certificate of
Liquidating Agent.
--------------------------------------------------

Upon any payment or distribution of assets of the Guarantor
referred to in this Article, the Trustee, subject to the

-90-
<PAGE> 98

provisions of Section 6.1, and the Holders of any Security
entitled to the benefits of a Guarantee shall be entitled to rely
upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders
of any Security entitled to the benefits of a Guarantee, for the
purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Guarantor Indebtedness
and other indebtedness of the Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to this Article.

SECTION 15.11 Trustee Not Fiduciary for Holders of Senior
Guarantor Indebtedness.
--------------------------------------------------

The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Guarantor Indebtedness and shall not be
liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Guarantees or to the
Guarantor or to any other Person cash, property or securities to
which any holders of Senior Guarantor Indebtedness shall be
entitled by virtue of this Article or otherwise.

SECTION 15.12 Rights of Trustee as Holder of Senior Guarantor
Indebtedness; Preservation of Trustee's Rights.
--------------------------------------------------

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any
Senior Guarantor Indebtedness which may at any time be held by
it, to the same extent as any other holder of Senior Guarantor
Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.7.

SECTION 15.13 Article Applicable to Paying Agents.
------------------------------------

In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in
this Article in addition to or in place of the Trustee; provided,
however, that Section 15.12 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

*******

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

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

-91-
<PAGE> 99

XTRA, INC.

By________________________________
Title: Vice President,
Finance and
Chief Financial Officer

Attest:

________________________
Assistant Clerk

XTRA CORPORATION

By________________________________
Title: Vice President,
Finance and
Chief Financial Officer

Attest:

________________________
Secretary

-92-
<PAGE> 100

[ ],
as Trustee

By_________________________________
Title:

Attest:

________________________
Title:

-93-
<PAGE> 101

County of ________ )
) ss.:
State of ________ )

On the day of , 1994, before me personally came
Michael J. Soja, to me known, who, being by me duly sworn, did
depose and say that he is Vice President of XTRA, INC., one of
the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like
authority.

_____________________________________________

[Notary Seal]

County of ________ )
) ss.:
State of ________ )

On the day of , 1994, before me personally came
Michael J. Soja, to me known, who, being by me duly sworn, did
depose and say that he is Vice President of XTRA CORPORATION, one
of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like
authority.

________________________________________

[Notary Seal]

-94-
<PAGE> 102

County of ________ )
) ss.:
State of ________ )

On this day of in the year of 1994 before me
personally came , to me personally known, who being by me
duly sworn did depose and say that he is Vice President of
[ ], one of the corporations
described in and which executed the foregoing Indenture; that he
knows the seal of said corporation; that the seal affixed to said
instrument opposite the execution thereof on behalf of said
corporation is the corporate seal of said corporation; that said
instrument was signed and said corporate seal was so affixed on
behalf of said corporation by authority and order of its board of
directors; that he signed his name thereto by like authority; and
he acknowledged said instrument to be his free act and deed and
the free act and deed of said .

IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal, at ________ in said State of ________, the day
and year first above written.

________________________________________

[Notary Public]

-95-

<PAGE> 1

Exhibit 5

Ropes and Gray
One International Place
Boston, MA 02110-2624

July 26, 1994

XTRA Corporation
XTRA, Inc.
60 State Street
Boston, Massachusetts 02109

Re: XTRA Company and XTRA, Inc. - $500,000,000
aggregate amount of Securities
------------------------------------------

Ladies and Gentlemen:

You have asked our opinion concerning the proposed issue by
XTRA Corporation (the "Company") of (i) shares of its preferred
stock, no par value (the "New Preferred Stock"), in one or more
series and/or (ii) shares of its common stock, par value $0.50
per share (the "New Common Stock"), and the proposed issue by
XTRA, Inc. ("XTRA, Inc.") of its debt securities (the "New Debt
Securities"), which may be either senior debt securities ("Senior
Securities") or subordinated debt securities ("Subordinated
Securities"), consisting of unsecured debentures, notes and/or
other evidences of indebtedness, in one or more series, to be
unconditionally guaranteed on a senior or subordinated basis, as
the case may be, as to the payment of principal of, premium, if
any, and interest on the New Debt Securities by the Company (the
"Guarantees"), which Senior Securities are to be issued under an
indenture (the "Senior Indenture") between the Company and the
First National Bank of Boston, as trustee (the "Senior Trustee"),
and which Subordinated Securities are to be issued under an
indenture (the "Subordinated Indenture") between the Company and
a trustee to be designated (the "Subordinated Trustee" and,
together with the Senior Trustee, the "Trustees") (the New
Preferred Stock, the New Common Stock, the Guarantees and the New
Debt Securities are referred to herein collectively as the
"Securities"). The Securities are to be issued at an aggregate
initial offering price not to exceed $500,000,000.

We have acted as counsel for the Company and XTRA, Inc. in
connection with the proposed issue and sale of the Securities.
We are familiar with the proceedings taken by the Company and
XTRA, Inc. in respect thereof and have examined originals or
certified or attested copies of such certificates, records and
<PAGE> 2

XTRA Corporation
XTRA, Inc. -2- July 26, 1994

documents as we have deemed necessary for the purposes of this opinion.

Basing our opinion on the foregoing, we are of the opinion that:

(1) when the Registration Statement relating to the
Securities filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, has been
declared effective, no further authorization, consent or
approval by any regulatory authority will be required for
the valid issuance and sale of the Securities (except under
the so-called "blue sky" or securities laws of the several
states, as to the applicability of which we express no
opinion);

(2) when the Board of Directors of the Company and/or
XTRA, Inc., or committees designated thereby, have
determined the price and other terms and conditions relating
to the issue and sale of the Securities, the Securities will
have been duly authorized by the Company and/or XTRA, Inc.;

(3) upon the execution and filing with the Trustees of
the proper papers, the Senior Securities and the related
Guarantees and the Subordinated Securities and the related
Guarantees will be issuable under the terms of their
respective Indentures;

(4) upon the execution, certification and delivery of
the Senior Securities and the related Guarantees in
accordance with the corporate authorization referred to
above and in accordance with the Senior Indenture, the
Senior Securities will be valid and legally binding obligations
of XTRA, Inc. and the related Guarantees will be the valid
and legally binding obligations of the Company, and the
Senior Securities and related Guarantees will be entitled to
the benefits provided by the Senior Indenture together with
any other series of Senior Securities and Guarantees thereof
and which may hereafter be issued thereunder pursuant to the
terms thereof; except that enforcement of the rights and
remedies created thereby is subject to bankruptcy,
reorganization, insolvency or similar laws affecting
creditors' rights generally, as may from time to time be in
effect, and by the availability of specific performance or
of injunctive relief, which is subject to the discretion of
the court before which any proceeding may be brought;

(5) upon the execution, certification and delivery of
the Subordinated Securities and the related Guarantees in
<PAGE> 3

XTRA Corporation
XTRA, Inc. -3- July 26, 1994

accordance with the corporate authorization referred to
above and in accordance with the Subordinated Indenture, the
Subordinated Securities will be valid and legally binding
obligations of XTRA, Inc. and the related Guarantees will be
the valid and legally binding obligations of the Company,
and the Subordinated Securities and related Guarantees will
be entitled to the benefits provided by the Subordinated
Indenture together with any other series of Subordinated
Securities and Guarantees thereof and which may hereafter be
issued thereunder pursuant to the terms thereof; except that
enforcement of the rights and remedies created thereby is
subject to bankruptcy, reorganization, insolvency or similar
laws affecting creditors' rights generally, as may from time
to time be in effect, and by the availability of specific
performance or of injunctive relief, which is subject to the
discretion of the court before which any proceeding may be
brought;

(6) upon the issuance by the Company of the New Common
Stock against payment of the agreed consideration in
accordance with the corporate authorization referred to
above, the New Common Stock will be validly issued, fully
paid and nonassessable; and

(7) upon the issuance by the Company of the New
Preferred Stock against payment of the agreed consideration
in accordance with the corporate authorization referred
to above, the New Preferred Stock will be validly issued,
fully paid and nonassessable.

We understand that this opinion is to be used in connection
with the Company's and XTRA, Inc.'s joint Registration Statement
relating to the Securities to be filed under the Securities Act
of 1933, as amended. We consent to the filing of this opinion
with and as part of said Registration Statement and the use of
our name therein and in the related Prospectus under the caption
"Validity of Securities."

Very truly yours,

/s/ ROPES & GRAY
----------------
Ropes & Gray

<PAGE> 1

<TABLE>
Exhibit 12.1

XTRA CORPORATION
STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
------------------------------------------------------------------
(Thousands of dollars)

<CAPTION>
Six Months
Fiscal Year Ended September 30, Ended March 31,
-------------------------------------------- ---------------
1989 1990 1991 1992 1993 1993 1994
---- ---- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C> <C>
EARNINGS
Income (loss) from
operations before
provision for income
taxes $ 19,640 $ (11,879) $ 28,056 $ 44,280 $ 72,360 $ 33,452 $ 47,866
Add: fixed charges 43,722 44,634 35,261 25,546 43,997 23,401 18,498
-------- --------- -------- -------- -------- -------- --------
$ 63,362 $ 32,755 $ 63,317 $ 69,826 $116,357 $ 56,853 $ 66,364
======== ======== ======== ======== ======== ======== ========
FIXED CHARGES
Interest expense $ 38,225 $ 39,401 $ 30,516 $ 21,129 $ 38,815 $ 20,908 $ 16,739
Interest portion
of rent expense 5,497 5,233 4,745 4,417 5,182 2,493 1,759
-------- --------- -------- -------- -------- -------- --------
$ 43,722 $ 44,634 $ 35,261 $ 25,546 $ 43,997 $ 23,401 $ 18,498
======== ======== ======== ======== ======== ======== ========

Ratio of Earnings to
Fixed Charges 1.4x 0.7x 1.8x 2.7x 2.6x 2.4x 3.6x
======== ======== ======== ======== ======== ======== ========
<FN>
Note: For purposes of computing the ratio of earnings to fixed charges, "earnings" represents income (loss) from
operations before taxes plus fixed charges. "Fixed charges" for operations consist of interest on indebtedness and
the portion of rental expense which represents interest.
</TABLE>

<PAGE> 1
<TABLE>
Exhibit 12.2

XTRA CORPORATION
STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
---------------------------------------------------------------------------
AND PREFERRED STOCK DIVIDENDS
-----------------------------
(Thousands of dollars)

<CAPTION>
Six Months
Fiscal Year Ended September 30, Ended March 31,
------------------------------------------------------ -----------------
1989 1990 1991 1992 1993 1993 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>

EARNINGS
Income (loss) from
operations before
provision for income
taxes $ 19,640 $ (11,879) $ 28,056 $ 44,280 $ 72,360 $ 33,452 $ 47,866
Add: Fixed charges, excluding -------- --------- -------- -------- -------- -------- --------
such charges not deducted in
the determination of pre-tax
income 43,722 44,634 35,261 25,546 43,997 23,401 18,498
-------- --------- -------- -------- -------- -------- --------

$ 63,362 $ 32,755 $ 63,317 $ 69,826 $116,357 $ 56,853 $ 66,364
======== ========= ======== ======== ======== ======== ========
FIXED CHARGES
Interest expense $ 38,225 $ 39,401 $ 30,516 $ 21,129 $ 38,815 $ 20,908 $ 16,739
Interest portion
of rent expense 5,497 5,233 4,745 4,417 5,182 2,493 1,759
Pretax earnings required
to cover preferred
dividend requirements 7,522 7,557 7,925 7,934 8,923 5,234 0
-------- --------- -------- -------- -------- -------- --------
$ 51,244 $ 52,191 $ 43,186 $ 33,480 $ 52,920 $ 28,635 $ 18,498
======== ========= ======== ======== ======== ======== ========

Ratio of Earnings to Combined
Fixed Charges and
Preferred Stock
Dividends 1.2x 0.6x 1.5x 2.1x 2.2x 2.0x 3.6x
======== ========= ======== ======== ======== ======== ========

</TABLE>

Note: For purposes of computing the ratio of earnings to combined
fixed charges and preferred stock dividends, "earnings" represents
income (loss) from operations before taxes plus fixed charges.
"Fixed charges" for operations consist of interest on indebtedness
and the portion of rental expense which represents interest and
the amount of pre-tax income necessary to cover preferred stock
dividends.

<PAGE> 1

<TABLE>
Exhibit 12.3

XTRA, Inc.
STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
------------------------------------------------------------------
(Thousands of dollars)

EARNINGS
Income (loss) from
operations before
provision for income
taxes $ 19,640 $ (11,879) $ 28,056 $ 44,280 $ 72,360 $ 33,452 $ 47,866
-------- --------- -------- -------- -------- -------- --------
Add: Fixed charges 43,722 44,634 35,261 25,546 43,997 23,401 18,498
-------- --------- -------- -------- -------- -------- --------
$ 63,362 $ 32,755 $ 63,317 $ 69,826 $116,357 $ 56,853 $ 66,364
======== ========= ======== ======== ======== ======== ========
FIXED CHARGES
Interest expense $ 38,225 $ 39,401 $ 30,516 $ 21,129 $ 38,815 $ 20,908 $ 16,739
Interest portion
of rent expense 5,497 5,233 4,745 4,417 5,182 2,493 1,759
-------- --------- -------- -------- -------- -------- --------
$ 43,722 $ 44,634 $ 35,261 $ 25,546 $ 43,997 $ 23,401 $ 18,498
======== ========= ======== ======== ======== ======== ========

Ratio of Earnings
to Fixed Charges 1.4x 0.7x 1.8x 2.7x 2.6x 2.4x 3.6x
======== ========= ======== ======== ======== ======== ========

<FN>
Note: For purposes of computing the ratio of earnings to fixed charges, "earnings" represents
income (loss) from operations before taxes plus fixed charges. "Fixed charges" for operations
consist of interest on indebtedness and the portion of rental expense which represents interest.

</TABLE>

<PAGE> 1

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
November 17, 1993 included in XTRA Corporation's Form 10-K for the year ended
September 30, 1993 and to all references to our Firm included in this
registration statement.

/s/ ARTHUR ANDERSEN & CO.

Boston, Massachusetts
July 22, 1994

<PAGE> 1
Exhibit 25

SECURITIES ACT OF 1933 FILE NO:

{IF APPLICATION TO DETERMINE ELIGIBILITY
OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2)}

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)_______

______________________

THE FIRST NATIONAL BANK OF BOSTON
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

04-2472499
(I.R.S. EMPLOYER IDENTIFICATION NO.)

100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

GARY A. SPIESS, CASHIER AND GENERAL COUNSEL
100 FEDERAL STREET, 24TH FLOOR, BOSTON, MASSACHUSETTS 02110 (617) 434-2870
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

_______________________

XTRA, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

MAINE 01-0346274
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

C/O X-L-CO., INC.
60 STATE STREET, 02110
BOSTON, MA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

DEBT SECURITIES OF XTRA, INC.
(TITLE OF INDENTURE SECURITIES)

================================================================================

<PAGE> 2

1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.

Comptroller of the Currency of the United States, Washington D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

IF THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR IS AN AFFILIATE OF
THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

None with respect to the Trustee.
(See Notes on page 2)
None with respect to Bank of Boston Corporation.

16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY AND
QUALIFICATION.

1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.

A certified copy of the Articles of Association of the trustee is filed
as Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and
is incorporated herein by reference thereto.

2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

A copy of the certificate of T. McLean Griffin, Cashier of the trustee,
dated February 3, 1978, as to corporate succession containing copies of the
Certificate of the Comptroller of the Currency that The Massachusetts Bank,
National Association, into which The First National Bank of Boston was merged
effective January 4, 1971, is authorized to commence the business of banking as
a national banking association, as well as a certificate as to such merger is
filed as Exhibit No. 2 to statement of eligibility and qualification No.
22-9514 and is incorporated herein by reference thereto.

3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2) ABOVE.

A copy of a certificate of the Office of the Currency dated February 6,
1978 is filed as Exhibit No. 3 to statement of eligibility and qualification
No. 22-9514 and is incorporated herein by reference thereto.

4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A certified copy of the existing By-Laws of the trustee dated December
23,1993 is filed as Exhibit No. 4 to statement of eligibility and
qualifications No. 22-25754 and is incorporated herein by reference thereto.

5. NOT APPLICABLE

6. THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(B) OF THE ACT.

The consent of the trustee required by Section 321(b) of the Act is
annexed hereto and made a part hereof.

7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.

A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority
is annexed hereto as Exhibit 6 and made a part hereof.

<PAGE> 3

NOTES

In answering any item in this Statement of Eligibility and
Qualification which relates to matters peculiarly within the knowledge of the
obligor or any underwriter for the obligor, the trustee has relied upon
information furnished to it by the obligor and the underwriters, and the
trustee disclaims responsibility for the accuracy or completeness of such
information.

The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
THE FIRST NATIONAL BANK OF BOSTON, A NATIONAL BANKING ASSOCIATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY AND QUALIFICATION TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF BOSTON AND
COMMONWEALTH OF MASSACHUSETTS, ON THE 19TH DAY OF JULY, 1994.

THE FIRST NATIONAL BANK OF BOSTON, Trustee

BY HENRY W. SEEMORE
----------------
HENRY W. SEEMORE
SENIOR ACCOUNT ADMINISTRATOR

EXHIBIT 6

CONSENT OF TRUSTEE

PURSUANT TO THE REQUIREMENTS OF SECTION 321(B) OF THE TRUST INDENTURE
ACT OF 1939, IN CONNECTION WITH THE PROPOSED ISSUE OF DEBT SECURITIES OF XTRA,
INC. WE HEREBY CONSENT THAT REPORTS OF EXAMINATIONS BY FEDERAL, STATE,
TERRITORIAL, OR DISTRICT AUTHORITIES MAY BE FURNISHED BY SUCH AUTHORITIES TO
THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST THEREFOR.

THE FIRST NATIONAL BANK OF BOSTON, Trustee

BY HENRY W. SEEMORE
----------------
HENRY W. SEEMORE
SENIOR ACCOUNT ADMINISTRATOR

<PAGE> 4

<TABLE>
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION, INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF

THE FIRST NATIONAL BANK OF BOSTON

In the Commonwealth of Massachusetts, at the close of business on March
31, 1994. Published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter number 200.
Comptroller of the Currency Northeastern District.

<CAPTION>
ASSETS
DOLLAR
AMOUNTS IN
THOUSANDS
----------
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........................................... $ 2,445,075.
Interest-bearing balances .............................................................. 917,404
Securities ....................................................................................... 2,184,538
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds sold .......................................................................... 1,209,472
Securities purchased under agreements to resell.............................................. 77,566
Loans and lease financing receivables:
Loans and leases, net of unearned income ..................................... $22,502,826
LESS: Allowance for loan and lease losses..................................... 437,531
LESS: Allocated transfer risk reserve......................................... 0
Loans and leases, net of unearned income, allowance and reserve.............................. 22,065,295
Assets held in trading accounts................................................................... 849,140
Premises and fixed assets (including capitalized leases).......................................... 319,742
Other real estate owned .......................................................................... 36,069
Investments in unconsolidated subsidiaries and associated companies............................... 117,016
Customers' liability to this bank on acceptances outstanding ..................................... 344,959
Intangible assets................................................................................. 320,454
Other assets ..................................................................................... 972,928
-----------
TOTAL ASSETS............................................................................... $31,859,658
===========
LIABILITIES
Deposits:
In domestic offices ......................................................................... $12,264,981
Noninterest-bearing .......................................................... $ 3,720,219
Interest-bearing ............................................................. 8,544,762
In foreign offices, Edge and Agreement subsidiaries, and IBF's ................................... 7,140,585
Noninterest-bearing .......................................................... 518,238
Interest-bearing ............................................................. 6,622,347
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased ..................................................................... 1,477,829
Securities sold under agreements to repurchase .............................................. 227,801
Demand notes issued to the U.S. Treasury ......................................................... 1,335,027
Other borrowed money ............................................................................. 5,514,334
Mortgage indebtedness and obligations under capitalized leases ................................... 14,139
Bank's liability on acceptances executed and outstanding ......................................... 345,457
Subordinated notes and debentures ................................................................ 778,868
Other liabilities ................................................................................ 643,379
-----------
TOTAL LIABILITIES ........................................................................... $29,742,400
===========
Limited-life preferred stock and equity capital .................................................. 0

EQUITY CAPITAL

Perpetual preferred stock and related surplus..................................................... $ 0
Common stock ..................................................................................... 75,200
Surplus .......................................................................................... 893,752
Undivided profits and capital reserves ........................................................... 1,154,727
LESS: Net unrealized loss on marketable equity securities ........................................ (1,553)
Cumulative foreign currency translation adjustments .............................................. (4,868)
Total equity capital ............................................................................. 2,117,258
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY ................................ $31,859,658
===========
</TABLE>

<PAGE> 5

I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.

ROBERT T. JEFFERSON

MAY 12, 1994

We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

CHARLES G. GIFFORD
IRA STEPANIAN
PAUL C. O'BRIEN
DIRECTORS

MAY 12, 1994

<PAGE> 6

NOTES

In answering any item in this Statement of Eligibility and Qualification
which relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information furnished
to it by the obligor and the underwriters, and the trustee disclaims
responsibility for the accuracy or completeness of such information.

SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
THE FIRST NATIONAL BANK OF BOSTON, A NATIONAL BANKING ASSOCIATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY AND QUALIFICATION TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF BOSTON AND
COMMONWEALTH OF MASSACHUSETTS, ON THE 19TH DAY OF JULY, 1994.

THE FIRST NATIONAL BANK OF BOSTON, Trustee

BY /s/ HENRY W. SEEMORE
--------------------------------
HENRY W. SEEMORE
SENIOR ACCOUNT ADMINISTRATOR

EXHIBIT 6

CONSENT OF TRUSTEE

PURSUANT TO THE REQUIREMENTS OF SECTION 321(B) OF THE TRUST INDENTURE
ACT OF 1939, IN CONNECTION WITH THE PROPOSED ISSUE OF DEBT SECURITIES OF XTRA,
INC. WE HEREBY CONSENT THAT REPORTS OF EXAMINATIONS BY FEDERAL, STATE,
TERRITORIAL, OR DISTRICT AUTHORITIES MAY BE FURNISHED BY SUCH AUTHORITIES TO THE
SECURITIES AND EXCHANGE COMMISSION UPON REQUEST THEREFOR.

THE FIRST NATIONAL BANK OF BOSTON, Trustee

BY /s/ HENRY W. SEEMORE
--------------------------------
HENRY W. SEEMORE
SENIOR ACCOUNT ADMINISTRATOR