<PAGE>

                                                                     EXHIBIT 4.1

================================================================================







                             WAL-MART STORES, INC,
                      WAL-MART CAYMAN (EURO) FINANCE CO.,
                  WAL-MART CAYMAN (CANADIAN) FINANCE CO. and
                    WAL-MART CAYMAN (STERLING) FINANCE CO.

                                  as Issuers,

                            WAL-MART STORES, INC.,

                                 as Guarantor

                                      and

                          BANK ONE TRUST COMPANY, NA,

                                  as Trustee




                                   INDENTURE


                           Dated as of July 5, 2001





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<PAGE>

                             CROSS-REFERENCE TABLE
                             ---------------------

TIA Section                                       Indenture Section
-----------
310............................................................8.08
   (a)(1)......................................................8.09
   (a)(2)......................................................8.09
   (a)(3).......................................................N.A.
   (a)(4).......................................................N.A.
   (a)(5)..........................................8.09, 8.10, 8.11
   (b).......................................1.06, 8.09, 8.10, 8.11
   (c)..........................................................N.A.
311(a).........................................................8.13
   (b).........................................................8.13
   (c)..........................................................N.A.
312............................................................6.01
   (a).........................................................6.01
   (b).........................................................6.01
   (c).........................................................6.01
313............................................................6.02
313(a).........................................................6.02
   (b)(1).......................................................N.A.
   (b)(2)......................................................6.02
   (c)...................................................1.06, 6.02
   (d).........................................................6.02
314(a).............................................1.02, 1.06, 6.03
   (b)..........................................................N.A.
   (c)(1)......................................................1.02
   (c)(2)......................................................1.02
   (c)(3).......................................................N.A.
   (d)..........................................................N.A.
   (e).........................................................1.02
   (f)..........................................................N.A.
315(a)......................................................8.01(i)
   (b)...................................................1.06, 8.02
   (c).....................................................8.01(ii)
   (d)....................................................8.01(iii)
   (e).........................................................7.14
316(a)(1)(A)...................................................7.12
   (a)(1)(B)...................................................7.13
   (a)(2).......................................................N.A.
   (b).........................................................7.08
317(a)(1)......................................................7.03
   (a)(2)......................................................7.04
   (b).........................................................5.03

                                       i
<PAGE>

318(a).........................................................1.08
   (c).........................................................1.08


_________________

*This cross-reference table shall not, for any purpose, be deemed to be part of
this Indenture.

                                       ii
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                               Table of Contents
                               -----------------
                                  (continued)


<TABLE>
<CAPTION>
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                             TABLE OF CONTENTS/1/

                                  ARTICLE ONE

                Definitions and other Provisions of General Application
<S>                                                                                                        <C>
SECTION 1.01.       Definitions .........................................................................  1
                    "Act"................................................................................  2
                    "Affiliate"..........................................................................  2
                    "Applicable Procedures"..............................................................  2
                    "Authenticating Agent"...............................................................  2
                    "Authorized Newspaper"...............................................................  2
                    "Authorized Officer".................................................................  3
                    "Board of Directors".................................................................  3
                    "Board Resolution"...................................................................  3
                    "Business Day".......................................................................  3
                    "Clearstream, Luxembourg"............................................................  3
                    "Commission".........................................................................  3
                    "corporation"........................................................................  3
                    "Defaulted Interest".................................................................  3
                    "Definitive Security"................................................................  3
                    "Depositary".........................................................................  3
                    "Designated Currency"................................................................  4
                    "Dollar" or "$"......................................................................  4
                    "ECU"................................................................................  4
                    "Euroclear"..........................................................................  4
                    "European Communities"...............................................................  4
                    "Event of Default"...................................................................  4
                    "Exchange Act".......................................................................  4
                    "Exchange Rate"......................................................................  4
                    "Exchange Rate Agent"................................................................  4
                    "Federal Bankruptcy Code"............................................................  4
                    "Finance Subsidiary" ................................................................  4
                    "Foreign Currency"...................................................................  4
                    "Global Exchange Date"...............................................................  4
                    "Global Security"....................................................................  5
                    "Guarantee"..........................................................................  5
</TABLE>


_______________________

/1/     This Table of Contents is not part of the Indenture.

                                      iii
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                               Table of Contents
                               -----------------
                                  (continued)




<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
               <S>                                                                                   <C>
               "Guaranteed Securities"..............................................................  5
               "Guarantor"..........................................................................  5
               "Guarantor Request" and "Guarantor Order"............................................  5
               "Holder".............................................................................  5
               "interest"...........................................................................  5
               "Interest Payment Date"..............................................................  5
               "Issue Date".........................................................................  5
               "Issuer" and "Issuers"...............................................................  5
               "Issuer Request" and "Issuer Order"..................................................  5
               "Maturity"...........................................................................  5
               "Officers" Certificate"..............................................................  6
               "Opinion of Counsel".................................................................  6
               "Original Issue Discount Security"...................................................  6
               "Outstanding"........................................................................  6
               "Participant"........................................................................  7
               "Paying Agent".......................................................................  7
               "Person".............................................................................  7
               "Place of Payment"...................................................................  7
               "Predecessor Security"...............................................................  7
               "Principal Corporate Trust Office"...................................................  7
               "Principal Paying Agent".............................................................  7
               "Redemption Date"....................................................................  7
               "Redemption Price"...................................................................  7
               "Registered Security"................................................................  7
               "Registrar"..........................................................................  7
               "Registry"...........................................................................  7
               "Regular Record Date"................................................................  7
               "Remarketing Entity".................................................................  8
               "Repurchase Date"....................................................................  8
               "Repurchase Price"...................................................................  8
               "Responsible Officer"................................................................  8
               "Securities Act".....................................................................  8
               "Security" or "Securities"...........................................................  8
               "Series".............................................................................  8
               "Series Terms Certificate"...........................................................  8
               "Special Record Date"................................................................  8
               "Stated Maturity"....................................................................  8
               "Subsidiary".........................................................................  8
               "Supplemental Indenture".............................................................  9
               "Trustee"............................................................................  9
               "Trust Indenture Act" or "TIA".......................................................  9
               "United States"......................................................................  9
               "United States Alien"................................................................  9
</TABLE>


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<TABLE>
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<S>                                                                                                  <C>
                "Vice President"....................................................................   9
SECTION 1.02.   Compliance Certificates and Opinions................................................   9
SECTION 1.03.   Form of Documents Delivered to Trustee..............................................  10
SECTION 1.04.   Acts of Holders.....................................................................  10
SECTION 1.05.   Notices, etc., to Trustee and Issuer................................................  12
SECTION 1.06.   Notices to Holders; Waiver..........................................................  13
SECTION 1.07.   Language of Notices, etc............................................................  13
SECTION 1.08.   Conflict with Trust Indenture Act...................................................  13
SECTION 1.09.   Effect of Headings and Table of Contents............................................  13
SECTION 1.10.   Successors and Assigns..............................................................  13
SECTION 1.11.   Separability Clause.................................................................  14
SECTION 1.12.   Benefits of Indenture...............................................................  14
SECTION 1.13.   Legal Holidays......................................................................  14
SECTION 1.14.   Governing Law.......................................................................  14
SECTION 1.15    Submission to Jurisdiction..........................................................

                                                     ARTICLE TWO

                                                Forms of the Securities

SECTION 2.01.   Forms Generally.....................................................................  14
SECTION 2.02.   Form of Securities..................................................................  15
SECTION 2.03.   Form of Trustee"s Certificate of Authentication.....................................  15
SECTION 2.04.   Global Securities...................................................................  15
SECTION 2.05.   Guarantee by Guarantor; Form of Guarantee...........................................  16

                                                    ARTICLE THREE

                                                    The Securities

SECTION 3.01.   Title and Terms.....................................................................  18
SECTION 3.02.   Denominations.......................................................................  22
SECTION 3.03.   Execution, Authentication, Delivery and Dating......................................  22
SECTION 3.04.   Registrar, Paying Agent and Depositary..............................................  25
SECTION 3.05.   Temporary Securities................................................................  26
SECTION 3.06.   Transfer and Exchange...............................................................  27
SECTION 3.07.   Mutilated, Destroyed, Lost and Stolen Securities....................................  29
SECTION 3.08.   Payment of Interest; Interest Rights Preserved......................................  30
SECTION 3.09.   Persons Deemed Owners...............................................................  31
SECTION 3.10.   Cancellation........................................................................  31
SECTION 3.11.   Computation of Interest.............................................................  32
SECTION 3.12.   Currency Indemnity..................................................................  32
SECTION 3.13.   CUSIP Numbers.......................................................................  32
SECTION 3.14.   Book-Entry Only System..............................................................  33
</TABLE>


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                                                      ARTICLE FOUR

                                                  Redemption of Securities
SECTION 4.01.   Applicability of Article............................................................  33
SECTION 4.02.   Election To Redeem; Notice To Trustee...............................................  33
SECTION 4.03.   Selection by Registrar of Securities To Be Redeemed.................................  33
SECTION 4.04.   Notice of Redemption................................................................  34
SECTION 4.05.   Deposit of Redemption Price.........................................................  35
SECTION 4.06.   Securities Payable on Redemption Date...............................................  35
SECTION 4.07.   Securities Redeemed in Part.........................................................  35
SECTION 4.08.   Redemption Suspended During Event of Default........................................  35

                                                  ARTICLE FIVE

                                                   Covenants

SECTION 5.01.   Payment of Principal, Premium and Interest..........................................  36
SECTION 5.02.   Maintenance of Office or Agency.....................................................  36
SECTION 5.03.   Money for Security Payments To Be Held in Trust.....................................  37
SECTION 5.04.   Additional Amounts..................................................................  38
SECTION 5.05.   Statement as to Compliance..........................................................  38
SECTION 5.06.   Maintenance of Corporate Existence, Rights and Franchises...........................  39

                                                 ARTICLE SIX

                      Holders" Lists and Reports by the Trustee, the Issuer and the Guarantor

SECTION 6.01.   Preservation of Information; Communications to Holders..............................  39
SECTION 6.02.   Reports, Records and Filings by the Trustee.........................................  41
SECTION 6.03.   Reports by the Issuer and the Guarantor.............................................  41

                                                ARTICLE SEVEN

                                          Events of Default and Remedies

SECTION 7.01.   Events of Default...................................................................  42
SECTION 7.02.   Acceleration of Maturity; Rescission and Annulment..................................  43
SECTION 7.03.   Collection of Indebtedness and Suits for Enforcement by Trustee.....................  44
SECTION 7.04.   Trustee May File Proofs of Claim....................................................  45
SECTION 7.05.   Trustee May Enforce Claims Without Possession of Securities.........................  46
SECTION 7.06.   Application of Money Collected......................................................  46
SECTION 7.07.   Limitation on Suits.................................................................  46
</TABLE>

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<TABLE>
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SECTION 7.08.     Unconditional Right of Holders To Receive Principal, Premium
                  and Interest.......................................................................      47
SECTION 7.09.     Restoration of Rights and Remedies.................................................      47
SECTION 7.10.     Rights and Remedies Cumulative.....................................................      47
SECTION 7.11.     Delay or Omission Not Waiver.......................................................      48
SECTION 7.12.     Control by Holders.................................................................      48
SECTION 7.13.     Waiver of Past Defaults............................................................      48
SECTION 7.14.     Undertaking for Costs..............................................................      48
SECTION 7.15.     Waiver of Stay or Extension Laws...................................................      49

                                                    ARTICLE EIGHT

                                                     The Trustee

SECTION 8.01.     Certain Duties and Responsibilities................................................      49
SECTION 8.02.     Notice of Default..................................................................      50
SECTION 8.03.     Certain Rights of Trustee..........................................................      51
SECTION 8.04.     Not Responsible for Recitals or Issuance of Securities.............................      52
SECTION 8.05.     May Hold Securities................................................................      52
SECTION 8.06.     Money Held in Trust................................................................      52
SECTION 8.07.     Compensation and Reimbursement.....................................................      52
SECTION 8.08.     Disqualification; Conflicting Interests............................................      53
SECTION 8.09.     Corporate Trustee Required; Eligibility............................................      53
SECTION 8.10.     Resignation and Removal; Appointment of Successor Trustee..........................      54
SECTION 8.11.     Acceptance of Appointment by Successor Trustee.....................................      55
SECTION 8.12.     Merger, Conversion, Consolidation or Succession to Business of Trustee.............      56
SECTION 8.13.     Preferential Collection of Claims Against Issuer...................................      57
SECTION 8.14.     Appointment of Authenticating Agents...............................................      57

                                                    ARTICLE NINE

                                               Supplemental Indentures

SECTION 9.01.     Supplemental Indentures Without Consent of Holders.................................      58
SECTION 9.02.     Supplemental Indentures With Consent of Holders....................................      59
SECTION 9.03.     Execution of Supplemental Indentures...............................................      61
SECTION 9.04.     Effect of Supplemental Indentures..................................................      61
SECTION 9.05.     Conformity with Trust Indenture Act................................................      61
SECTION 9.06.     Reference in Securities to Supplemental Indentures.................................      61
</TABLE>

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<TABLE>
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                                                   ARTICLE TEN

                             Amalgamation, Consolidation, Merger, Conveyance or Transfer

SECTION 10.01     Issuer May Consolidate, etc., Only on Certain Terms..............................        61
SECTION 10.02     Guarantor May Consolidate, etc., Only on Certain Terms...........................        62
SECTION 10.03     Successor Corporation Substituted................................................        63

                                                   ARTICLE ELEVEN

                                             Satisfaction and Discharge

SECTION 11.01     Option to Effect Legal Defeasance or Covenant Defeasance.........................        63
SECTION 11.02     Legal Defeasance and Discharge...................................................        64
SECTION 11.03     Covenant Defeasance..............................................................        64
SECTION 11.04     Conditions to Legal or Covenant Defeasance.......................................        64
SECTION 11.05     Deposited Money and Government Securities to be Held in Trust; Other
                  Miscellaneous Provisions.........................................................        66
SECTION 11.06     Repayment to Issuer..............................................................        66
SECTION 11.07     Reinstatement....................................................................        67
SECTION 11.08     Satisfaction and Discharge of Indenture..........................................        67
SECTION 11.09     Application of Trust Money.......................................................        68
SECTION 11.10     Reinstatement....................................................................        68

                                                   ARTICLE TWELVE

                           Immunity of Incorporators, Stockholders, Officers and Directors

SECTION 12.01     Exemption from Individual Liability..............................................        69

                                                  ARTICLE THIRTEEN

                                                    Sinking Funds

SECTION 13.01     Applicability of Article.........................................................        69
SECTION 13.02     Satisfaction of Sinking Fund Payments with Securities............................        69
SECTION 13.03     Redemption of Securities for Sinking Fund........................................        70

                                                  ARTICLE FOURTEEN

                                          Meetings of Holders of Securities

SECTION 14.01     Purposes for Which Meetings May Be Called........................................        70
SECTION 14.02     Call, Notice and Place of Meetings...............................................        70
</TABLE>

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<TABLE>
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<S>                                                                                                      <C>
SECTION 14.03     Persons Entitled to Vote at Meetings.............................................        71
SECTION 14.04     Quorum; Action...................................................................        71
SECTION 14.05     Determination of Voting Rights" conduct and Adjourment of Meetings...............        72
SECTION 14.06     Counting Votes and Recording Action of Meetings..................................        73

                                                   ARTICLE FIFTEEN

                                                    Miscellaneous

SECTION 15.01     Counterparts......................................................................       73
</TABLE>

                                      ix
<PAGE>


     THIS INDENTURE, dated as of July 5, 2001, is made by and among Wal-Mart
Stores, Inc., a Delaware corporation (the "Company"), Wal-Mart Cayman (Euro)
Finance Co., a Cayman Islands exempted company ("Euro Finance Subsidiary"), Wal-
Mart Cayman (Canadian) Finance Co., a Cayman Islands exempted company ("Canadian
Finance Subsidiary") and Wal-Mart Cayman (Sterling) Finance Co., a Cayman
Islands exempted company ("Sterling Finance Subsidiary"), each of which has its
principal executive office at 702 SW 8th Street, Bentonville, Arkansas 72716,
(Euro Finance Subsidiary, Canadian Finance Subsidiary and Sterling Finance
Subsidiary are collectively referred to herein as the "Finance Subsidiaries,"
and together with the Company in its capacity as an Issuer of Securities, as the
"Issuers" and each as an "Issuer"), Wal-Mart Stores, Inc., in its capacity as
guarantor of Securities issued by any of the Finance Subsidiaries (the
"Guarantor"), and Bank One Trust Company, NA, a national banking association,
having its principal corporate trust office at 70 West Madison, Suite IL1-0823,
Chicago, Illinois 60670-0823 (the "Trustee").


                            RECITALS OF THE ISSUERS

     The Issuers deem it necessary from time to time to issue their unsecured
notes, debentures, bonds and other evidences of indebtedness which shall be
issued in one or more Series (hereinafter called the "Securities") as
hereinafter set forth.  The Guarantor shall guarantee all Securities issued
hereunder by a Finance Subsidiary.  To provide therefor, each Issuer and the
Guarantor have duly authorized the execution and delivery of this Indenture.
All actions necessary to make this Indenture a valid agreement of the Issuers
and the Guarantor have been taken.

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, each Issuer and the Trustee mutually covenant and agree
for the equal and proportionate benefit of all Holders of the Securities and of
any Series thereof, and the Guarantor and the Trustee mutually covenant and
agree for the equal and proportionate benefit of all Holders of the Guaranteed
Securities and of any Series thereof, as follows:

                                  ARTICLE ONE

                             Definitions and Other
                       Provisions of General Application

      SECTION 1.01. Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires or any
Security issued hereunder shall expressly define a term defined below in a
different manner:

          (i)  the term "this Indenture" means this instrument as originally
     executed or as it may from time to time be supplemented or amended by one
     or more Supplemental Indentures, entered into pursuant to the applicable
     provisions hereof, and, with reference to the Securities of any Series,
     shall include the terms and conditions of that Series as established in
     accordance with Section 3.01;

                                       1
<PAGE>

          (ii)  all references in this Indenture to designated "Articles,"
     "Sections" and other subdivisions are to the designated Articles, Sections
     and other subdivisions of this Indenture. 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 of
     this Indenture;

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

          (iv)  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; and

          (v)   all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as may be otherwise expressly provided herein or in
     one or more Supplemental Indentures, 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.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "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.

     "Applicable Issuer" means, with reference to any particular Securities or
any particular Series, the Issuer that issues or will issue and is or will be
the primary obligor with respect to those Securities or of Securities of that
Series.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Security, the rules and procedures of
the Depositary that apply to such transfer or exchange at the relevant time.

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

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

                                       2
<PAGE>

     "Authorized Officer," with respect to (i) each of the Issuers, means each
of the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, any Vice Chairman of the Board, the Chief Financial
Officer, any Executive or Senior Vice President, the Controller, the Treasurer
and the Vice President of Planning and Analysis, of that Issuer to the extent
that Issuer appoints any such officer and (ii) the Guarantor, means each of the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, any Vice Chairman of the Board, the Chief Financial Officer,
any Executive or Senior Vice President, the Controller, the Treasurer and the
Vice President of Planning and Analysis of the Guarantor.

     "Board of Directors" means, with respect to the Applicable Issuer or the
Guarantor, the board of directors, the executive committee of the board of
directors or any other committee of the board of directors or any other group of
its directors, which other committee or group has been duly authorized by its
board of directors or to which its board of directors has delegated the
authority, either generally or specifically, to make a decision on the matter in
question or to bind the Applicable Issuer or Guarantor as to the matter in
question.

     "Board Resolution" means a resolution certified by the Secretary or an
Assistant Secretary of the Applicable Issuer or the Guarantor 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 any day, other than a Saturday or Sunday, on which
banking institutions in the City of New York, New York and any Place of Payment
for the Securities are open for business.

     "Clearstream, Luxembourg" means Clearstream Banking, Luxembourg, societe
anonyme or its successors.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or if any time after the
execution and delivery 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 any successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean any such successor corporation.

     "corporation" includes corporations, associations, companies and business
trusts.

     "Defaulted Interest" has the meaning specified in Section 3.08.

     "Definitive Security" means one or more certificated Securities registered
in the name of the Holder thereof and issued in accordance with Section 3.06.

     "Depositary" means, with respect to the Securities of any Series issuable
or issued in the form of a Global Security, the Person initially designated as
the depositary for the Securities of that Series by the Applicable Issuer
pursuant to Section 3.01 until a successor Depositary shall

                                       3
<PAGE>

have been appointed for the Securities of that Series pursuant to Section 3.06,
and thereafter "Depositary" shall mean or include each Person who is appointed
as a depositary with respect to the Securities of that Series pursuant to
Section 3.06.

     "Designated Currency" has the meaning specified in Section 3.12.

     "Dollar" or "$" means the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

     "ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities.

     "Euroclear" means Euroclear Bank S.A./N.V.


     "European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

     "Event of Default" has the meaning specified in Section 7.01.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any statute successor thereto.

     "Exchange Rate" means, with respect to any Securities of a Series that are
denominated in the currency of one country or a composite currency, but are
required to be paid in, or, at the option of the Holders of the Securities, will
be payable in, the currency of another country or composite currency, the rate
at which the currency or composite currency of denomination will be converted
into the currency or composite currency of payment or determined in accordance
with the terms of those Securities.

     "Exchange Rate Agent" means an agent appointed to determine the Exchange
Rate if it is not expressly stated in the terms of any Security and to calculate
the amounts payable under a Security if payable in the currency of a country or
a composite currency other than the currency in which that Security is
denominated.

     "Federal Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
amended and as codified in Title 11 of the United States Code, as amended from
time to time hereafter, or any successor federal law.

     "Finance Subsidiary" means each of the Persons named as a "Finance
Subsidiary" in the first paragraph of this Indenture until a successor entity or
other business organization to such Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Finance Subsidiary"
shall mean that successor corporation.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States of America.

     "Global Exchange Date" has the meaning specified in Section 3.05(b)(ii).

                                       4
<PAGE>

     "Global Security" means a Security issued to evidence all or a part of the
Securities of a Series in accordance with Section 3.03.

     "Guarantee" means the guarantee of the Guarantor as endorsed on each
Guaranteed Security authenticated and delivered pursuant to this Indenture and
shall include the Guarantee set forth in Section 2.05 of this Indenture as
annexed to, endorsed on, a Guaranteed Security and all other obligations and
covenants of the Guarantor contained in this Indenture and any Guaranteed
Securities.


     "Guaranteed Securities" means Securities of any Series issued by the
applicable Finance Subsidiary, authenticated and delivered under this Indenture
and guaranteed by the Guarantor.

     "Guarantor" means Wal-Mart Stores, Inc., a Delaware corporation, and its
successors and any other Person who shall by a Supplemental Indenture become a
Guarantor with respect to any Series.

     "Guarantor Request" and "Guarantor Order" mean, respectively, a written
request or order signed in the name of the Guarantor by any Authorized Officer
of the Guarantor and delivered to the Trustee.

     "Holder" with respect to a Registered Security, means a Person in whose
name such Registered Security is registered in the Register.

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

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


     "Issue Date" means, with respect to any Securities, the date on which those
Securities are originally issued under this Indenture.


     "Issuer" and "Issuers" have the meanings assigned to such terms in the
first paragraph of this instrument until any successor entity or other business
organization shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Issuer" shall mean any such successor
corporation to one of the Persons named in the first paragraph of this
instrument.

     "Issuer Request" and "Issuer Order" mean, respectively, a written request
or order signed in the name of the Applicable Issuer by an Authorized Officer of
that Issuer, and delivered to the Trustee.

     "Maturity" means, with respect to any Security, the date on which the
principal of that Security (or any installment of principal) becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, pursuant to any redemption right, pursuant to any
put or repurchase right or otherwise.


                                       5
<PAGE>

     "Officers' Certificate" means a certificate signed by an Authorized Officer
or Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary of the Applicable Issuer or the Guarantor, and
delivered to the Trustee. Each such certificate shall contain the statements set
forth in Section 1.02, if applicable.

     "Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be an employee of the Applicable
Issuer, and who shall be reasonably acceptable to the Trustee. Each such opinion
shall contain the statements set forth in Section 1.02, if applicable.

     "Original Issue Discount Security" means any Security that 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 7.02.

     "Outstanding" means, with respect to all Securities issued pursuant to this
Indenture or the Securities of any Series, as of the date of determination, all
such Securities theretofore authenticated and delivered under this Indenture,
except:


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

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

          (iii) such Securities in lieu of which other Securities have been
     authenticated and delivered pursuant to Section 3.07 of this Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given or made any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether
a quorum is present at a meeting of Holders of Securities, the principal amount
of Original Issue Discount Securities that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 7.02, and Securities owned by the
Applicable Issuer or any other obligor upon the Securities or any Affiliate of
the Applicable Issuer or 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, only Securities that a Responsible Officer of the
Trustee actually knows to be so owned shall be disregarded. Securities so owned
that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's

                                       6
<PAGE>

right so to act with respect to such Securities and that the pledgee is not the
Issuer or any other obligor upon the securities of any affiliate of such Issuer
or such other obligor.

     "Participant" means, with respect to the Depositary, a Person who maintains
an account with the Depositary, respectively (and, with respect to The
Depository Trust Company, shall include Euroclear and Clearstream, Luxembourg)
as a participant in the Depositary.

     "Paying Agent" shall have the meaning specified in Section 3.04.

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

     "Place of Payment" means, with respect to the Securities of any Series, the
place or places where, subject to the provisions of Sections 3.04 and 5.02, the
principal of, premium, if any, and interest on the Securities of that Series are
payable as specified in accordance with the terms of the Securities of that
Series.


     "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 3.07 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.

     "Principal 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 at the date of execution of this instrument is at the
address set forth in the first paragraph of this instrument.

     "Principal Paying Agent" means the Paying Agent, if any, designated as such
by the Applicable Issuer pursuant to Section 3.01 of this Indenture.

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

     "Redemption Price" means, with respect to any Security to be redeemed, the
price specified in, or determined in accordance with the terms of, such Security
at which it is to be redeemed pursuant to such Security and this Indenture.

     "Registered Security" means any Security in the form established pursuant
to Section 2.02 that is registered in the Register.

     "Registrar" shall have the meaning specified in Section 3.04.

     "Registry" shall have the meaning specified in Section 3.04.

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

                                       7
<PAGE>

     "Remarketing Entity" means, with respect to the Securities of any Series
that are repayable or must be repurchased by the Issuer or another Person at the
option of the Holders thereof before their Stated Maturity, any Person
designated by the Applicable Issuer to purchase any such Securities and remarket
any or all of the Outstanding Securities of that Series.


     "Repurchase Date" means, with respect to any Security to be repurchased,
the date fixed for such repurchase pursuant to the terms of that Security and
this Indenture.

     "Repurchase Price" means, with respect to any Security to be repurchased
pursuant to the terms of that Security and this Indenture, the price specified
in, or determined in accordance with the terms of, such Security at which it is
to be repurchased pursuant to the terms of that Security and this Indenture.

     "Responsible Officer" means, when used with respect to the Trustee, any
officer of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer of the Trustee to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, and any statute successor thereto.


     "Security" or "Securities" means any Security or Securities, as the case
may be, authenticated and delivered under this Indenture; provided, however,
that, if at any time more than one Person is acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any Series as to which such Person is not Trustee.

     "Series" means a series of Securities designated or established pursuant to
Section 3.01, all of which Securities in such series shall have like terms and
conditions (other than the principal amount thereof).

     "Series Terms Certificate" has the meaning specified in Section 3.01.





     "Special Record Date" means the date fixed by the Trustee pursuant to
Section 3.08 for the payment of any Defaulted Interest.

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

     "Subsidiary" means, with respect to an Issuer or the Guarantor, a
corporation, limited liability company, company limited by shares, trust,
business trust, partnership, joint stock company, or unincorporated association,
at least a majority of the outstanding voting equity interests of which are
owned, directly or indirectly, by such Issuer or Guarantor, or by such Issuer or
Guarantor and one or more other Subsidiaries of such Issuer or Guarantor, or by
such

                                       8
<PAGE>


Issuer or Guarantor and one or more other Subsidiaries of such Issuer or
Guarantor. For purposes of this definition, the term "voting equity interests"
means equity interests having ordinary voting power for the election of
directors, managers, trustees or other Persons in which the power to manage the
entity issuing such equity interests is vested, irrespective of whether or not
equity interests of any other class or classes shall have or might have voting
power by reason of the occurrence of any contingency.


     "Supplemental Indenture" means an indenture supplemental to this Indenture,
which supplements, amends or modifies this Indenture and is entered into by the
parties to this Indenture as provided in Article Nine.

     "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.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as in
force at the date as of which this instrument was executed, and, to the extent
required by law, as amended.

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

     "United States Alien" means, except as otherwise provided in or pursuant to
this Indenture, any Person who, for United States Federal income tax purposes,
is a foreign corporation, a nonresident alien individual, a nonresident alien
fiduciary of a foreign estate or trust, or a foreign partnership, one or more of
the members of which is, for United States Federal income tax purposes, a
foreign corporation, a nonresident alien individual or a nonresident alien
fiduciary of a foreign estate or trust.

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

       SECTION 1.02.  Compliance Certificates and Opinions. Upon any application
or request by an Issuer or the Guarantor to the Trustee to take any action under
any provision of this Indenture, the Applicable Issuer or the Guarantor shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

                                       9
<PAGE>

     Every certificate or opinion with respect to compliance with a condition
provided for in this Indenture (except as otherwise expressly provided in this
Indenture or a certificate provided pursuant to TIA (S)314(a)(4)) shall comply
with the provisions of TIA (S)314(e) and shall include:

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

          (ii)  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;

          (iii) a statement which, 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 condition or covenant
     has been complied with; and

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

       SECTION 1.03.  Form of Documents Delivered to Trustee.  (a) 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.

     (b)  Any certificate or opinion of an officer of an Issuer or the Guarantor
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, 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 provided by counsel 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 an
Issuer or the Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of that Issuer 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.

     (c)  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 1.04.  Acts of Holders.  (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture or
in the Securities of any Series to be given or taken by Holders or Holders of
the Securities of that Series 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 or, if such is authorized by the

                                       10
<PAGE>

vote of the Holders at a meeting of the Holders duly called in accordance with
the provisions of Article Fourteen, a record of the actions taken by the Holders
at that meeting. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee, and, where it is hereby expressly required, to the
Applicable Issuer or, as to Guaranteed Securities, the Guarantor. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments and so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or any such Person being a Holder of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 8.01)
conclusive in favor of the Trustee, the Applicable Issuer and, as to Guaranteed
Securities, the Guarantor, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 14.06.

     (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 the certificate of any 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 or on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute proof of the authority of the
Person executing the same. 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 that the Trustee deems sufficient.

     (c)  The ownership of Registered Securities shall be proved by the
Registry.

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


     (e)  For purposes of determining the principal amount of Outstanding
Securities of any Series the Holders of which are required, requested or
permitted to give any request, demand, authorization, direction, notice,
consent, waiver or take any other Act under the Indenture, each Security
denominated in a Foreign Currency or composite currency shall be deemed to have
the principal amount determined by the Exchange Rate Agent by converting the
principal amount of such Security in the currency in which such Security is
denominated into Dollars at the Exchange Rate as of the date such Act is
delivered to the Trustee and, where it is hereby expressly required, to the
Applicable Issuer or the Guarantor, by Holders of the required aggregate
principal amount of the Outstanding Securities of such Series (or, if there is
no such rate on such date, such rate on the date determined as specified as
contemplated in Section 3.01).

     (f)  An Applicable Issuer or, as to any Guarantees, the Guarantor may, in
the circumstances permitted by the Trust Indenture Act, set a record date for
purposes of determining the identity of Holders of Securities of any Series
entitled to give any request, demand, authorization, direction, notice, consent,
waiver or take any other Act, or to vote or

                                       11
<PAGE>

consent to any action by vote or consent authorized or permitted to be given or
taken by Holders of Securities of such Series. If not set by the Applicable
Issuer or the Guarantor prior to the first solicitation of a Holder of
Securities of such Series made by any Person in respect of any such action, or
in the case of any such vote, prior to such vote, such record date shall be the
later of 30 days prior to the first solicitation of such consent or the date of
the most recent list of Holders of such Securities furnished to the Trustee
pursuant to Section 6.01 prior to the commencement of such solicitation.

     (g)  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. Any notice given or
action taken by a Holder or its agents with regard to different parts of such
principal amount pursuant to this paragraph shall have the same effect as if
given or taken by separate Holders of each such different part.

     (h)  Without limiting the generality of the foregoing, unless otherwise
specified pursuant to Section 3.01 or pursuant to one or more Supplemental
Indentures, a Holder, including a Depositary that is the Holder of a Global
Security, may make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in this Indenture to be made, given or taken by
Holders, and a Depositary that is the Holder of a Global Security may provide
its proxy or proxies to the beneficial owners of interests in any such Global
Security through such Depositary's standing instructions and customary
practices.

     (i)  The Applicable Issuer may fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in any Global
Security held by a Depositary entitled under the procedures of such Depositary
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided in this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or take
such request, demand, authorization, direction, notice, consent, waiver or other
action, whether or not such Holders remain Holders after such record date. No
such request, demand, authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken more than 90 days
after such record date.

       SECTION 1.05.  Notices, etc., to Trustee and Issuer. 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:

          (i)  the Trustee by any Holder or by an Issuer 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 Principal Corporate Trust
     Office, Attention: Corporate Trustee Administration Department; or


                                       12
<PAGE>


          (ii) an Issuer or the Guarantor by any Holder or by the Trustee shall
     be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if in writing and mailed, by certified or registered
     mail, with the postage prepaid, to such Issuer or the Guarantor, to the
     attention of its Treasurer, or by an overnight delivery service that
     provides for confirmed receipts of delivery addressed to it at the address
     of its principal office specified in the first paragraph of this Indenture
     or at any other address previously furnished in writing to the Trustee by
     such Issuer or the Guarantor.


       SECTION 1.06.  Notices to Holders; Waiver.  Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first class, postage prepaid, to each Holder
of Registered Securities affected by such event, at the Holder's address as it
appears in the Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice.  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 to Holders of Registered Securities
by mail, then such notification as shall be made at a time and in a manner
approved by the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of Registered Securities shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities.

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

       SECTION 1.07.  Language of Notices, etc.  Any request, demand,
authorization, direction, notice, consent, or waiver required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.

       SECTION 1.08.  Conflict with Trust Indenture Act.  If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of, Sections 310 to 318, inclusive, of
the TIA, such imposed duties or incorporated provision shall control.

       SECTION 1.09.  Effect of Headings and Table of Contents.  The Article and
Section headings herein and the Table of Contents are for convenience of
reference only and shall not affect the construction hereof.

       SECTION 1.10.  Successors and Assigns.  All covenants and agreements in
this Indenture by the Issuers and the Guarantor shall bind their respective
successors and assigns, whether so expressed or not.

                                       13
<PAGE>

       SECTION 1.11.  Separability Clause.  In case any provision in this
Indenture or in the Securities of any Series 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 1.12.  Benefits of Indenture. Nothing in this Indenture or in the
Securities, 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 1.13.  Legal Holidays.  Unless otherwise provided as contemplated
by Section 3.01 with respect to any Series of Securities, in any case where any
Interest Payment Date, Stated Maturity, Repayment Date, Repurchase Date or
Redemption Date of any Security or any date on which any Defaulted Interest is
proposed to be paid shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provisions of the Securities or this Indenture)
payment of the principal of, premium, if any, or interest on any Securities need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Stated Maturity, Repayment Date, Repurchase Date or
Redemption Date or on the date on which Defaulted Interest is proposed to be
paid, and, if such payment is made, no interest shall accrue on such payment for
the period from and after any such Interest Payment Date, Stated Maturity,
Repayment Date, Repurchase Date or Redemption Date, or date on which Defaulted
Interest is proposed to be paid, as the case may be.


       SECTION 1.14.  Governing Law.  This Indenture, each of the Securities and
each of the Guarantees shall be construed in accordance with and governed by the
laws of the State of New York.

       SECTION 1.15.  Submission to Jurisdiction.  Each of the parties hereto
agrees that any suit, action or proceeding arising out of or based upon this
Indenture, the Securities or, in the case of Guaranteed Securities, the
Guarantees or the transactions contemplated hereby or thereby, may be instituted
in any of the courts of the State of New York and the United States District
Courts, in each case located in the Borough of Manhattan, The City of New York.
In addition, each such party irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of the
venue of such suit, action or proceeding brought in any such court and
irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum. Each such party hereby
irrevocably waives any and all right to trial by jury in any suit, action or
proceeding arising out of or relating to this Indenture, the Securities or, in
the case of Guaranteed Securities, the Guarantees or the transactions
contemplated hereby or thereby. Each such party agrees that final judgment in
any suit, action or proceeding brought in such a court shall be conclusive and
binding upon it an my be enforced in any court to whose jurisdiction it is
subject by a suit upon such judgment.

       For purposes of any such suit, action or proceeding brought in any of the
foregoing courts, each of the Company and the Finance Subsidiaries irrevocably
designates CSC Corporation Service Company, whose address on the date hereof is
80 State Street, Albany, New York 12207-2543, U.S.A., to receive for and on
behalf of it and its property service of copies of the summons and complaints
and any other process, by personal service or by mail, which maybe served in any
such suit, action or proceeding. Such service may be made by mailing or
delivering a copy of such process to such agent at the above address. In the
event that such agent for service of process resigns or ceases to serve as the
agent of the Company and the Finance Subsidiaries, each of the Company and the
Finance Subsidiaries agrees to give notice (as provided herein) to the Trustee
of the name and address of any new agent for service of process with respect to
it appointed hereunder. Each of the Company and the Finance Subsidiaries agrees
that the failure of its agent for service of process to forward such service to
it shall not impair or affect the validity of such service or of any judgment
based thereof.

       If, despite the foregoing, in any such suit, action or proceeding brought
in any of the aforesaid courts, there is for any reason no such agent for
service of process for each of the parties available to be served, then to the
extent that service of process by mail shall then be permitted by applicable
law, each of such parties further irrevocably consents to the service of process
on it in any such suit, action or proceeding in any such court by the mailing
thereof by registered or certified mail, postage prepaid, to it at its address
given in or pursuant to Section 1.05 hereof.

       Nothing herein contained shall preclude any party from effecting service
of process in any lawful manner or from bringing any suit, action or proceeding
in respect of this Indenture in any other state, country or jurisdiction.



       To the extent that the Company or any of the Finance Subsidiaries may in
any jurisdiction claim for itself or its property any immunity from suit,
execution, attachment (whether in aid of execution, before judgment or
otherwise) or other legal process and to the extent that in any such
jurisdiction there may be attributed to itself or its property such immunity
(whether or not claimed), the Company or such Finance Subsidiary irrevocably
agrees not to claim and irrevocably waives such immunity to the fullest extent
permitted by the laws of such jurisdiction.


                                  ARTICLE TWO

                            Forms of the Securities

       SECTION 2.01.  Forms Generally.  (a) All Securities shall have such
appropriate terms, 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 and the
Depositary, if any, for Securities of a Series or as may, consistently herewith,
be determined by the Authorized Officers of the Applicable Issuer executing such
Securities, as evidenced by their execution of the Securities.

     (b)  Unless otherwise provided as contemplated by Section 3.01 with respect
to any Series of Securities, the Securities of each Series shall be issuable in
registered form without coupons.

     (c)  The Securities, along with any Guarantee thereof endorsed thereon,
shall be printed, typewritten, lithographed or engraved or produced by any
combination of these methods on any type of paper, as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.

                                       14
<PAGE>

      SECTION 2.02. Form of Securities.  Each Security in a Series shall be in a
form approved by or pursuant to a Supplemental Indenture or a Board Resolution
or by an Authorized Officer or Authorized Officers of the Applicable Issuer
pursuant to authority delegated to that Authorized Officer or those Authorized
Officers pursuant to a Board Resolution. If the form of the Securities of a
Series is not prescribed by the Supplemental Indenture relating to that Series,
upon or prior to the delivery to the Trustee for authentication of the first
Security to be issued of that Series, the Applicable Issuer shall deliver to the
Trustee, the Board Resolution by or pursuant to which such form of the Security
for that Series has been approved, which Board Resolution shall have attached
thereto a copy of the form of the Security approved, or a certificate of an
Authorized Officer of the Applicable Issuer, attested to by the Secretary or an
Assistant Secretary of the Applicable Issuer, certifying that an Authorized
Officer, acting pursuant to delegated authority from the Board of Directors,
approved the form of the Securities of that Series and attaching a copy of the
form of the Security approved and a true and complete copy of the resolutions of
the Board of Directors of the Applicable Issuer delegating authority to that
Authorized Officer to approve the form of Securities. If temporary Securities of
any Series are issued in global form as permitted by Section 3.05, the form
thereof also shall be established as provided in this Section 2.02.

      SECTION 2.03. Form of Trustee's Certificate of Authentication.  The
Trustee's certificates of authentication on the Securities issued pursuant to
this Indenture shall be in substantially the following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the Series designated as set forth in the
within-mentioned Indenture that is issued under the within-mentioned Indenture.

                                      BANK ONE TRUST COMPANY, NA
                                   ---------------------------------,
                                   as Trustee,


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


      SECTION 2.04. Global Securities.  If Securities of a Series are issuable
in whole or in part in global form, as specified as contemplated by Section
3.01, then, notwithstanding clause (xiv) of Section 3.01 and the provisions of
Section 3.02, such Global Security shall represent such of the outstanding
Securities of that Series as shall be specified in such Global Security and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced or increased to
reflect exchanges or partial redemptions or increased to reflect the issuance of
additional uncertificated Securities of that Series. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities of a Series represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Issuer Order of the Applicable Issuer and, in the
case of a Guaranteed Security, in the Guarantor Order to be delivered to the
Trustee pursuant to Section 3.03 or Section 3.05.

                                       15
<PAGE>

     Global Securities shall be issued in registered form and in either
temporary or permanent form.

      SECTION 2.05. Guarantee by Guarantor; Form of Guarantee.  The Guarantor
agrees, for the benefit of each Holder of each Security issued by an Issuer
other than the Company, authenticated and delivered by the Trustee, and with the
Trustee on behalf of each such Holder, to be unconditionally bound by the terms
and provisions of the Guarantee, which shall be endorsed on the Guaranteed
Security, and authorizes the Trustee to confirm such Guarantee to the Holder of
each such Guaranteed Security by its execution and delivery of each such
Guaranteed Security, with such Guarantees endorsed thereon, authenticated and
delivered by the Trustee.

     The Guarantees on the Guaranteed Securities shall, subject to Section 2.01,
be in substantially the form set forth below:

                               FORM OF GUARANTEE
                                      OF
                             WAL-MART STORES, INC.

     For value received, Wal-Mart Stores, Inc., a Delaware corporation, having
its principal executive offices at 702 S.W. 8th Street, Bentonville, Arkansas
72716 (the "Guarantor," which term includes any successor Person thereto under
the Indenture referred to in the Security to which this Guarantee is annexed or
upon which this Guarantee is endorsed (the "Guaranteed Security")), hereby
unconditionally and irrevocably guarantees to the Holder of the Guaranteed
Security and to the Trustee on behalf of such Holder, the due and punctual
payment of the principal of, premium, if any, and interest on the Guaranteed
Security, the due and punctual payments of any Redemption Price or Repurchase
Price referred to therein, the due and punctual payment of any sinking fund or
analogous payments referred to therein, and the due and punctual payment of any
other amounts due and payable to the Holder of the Guaranteed Security pursuant
to the terms of the Guaranteed Security (the "Guaranteed Obligations"), when and
as the same shall become due and payable, whether on the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, according to the
terms of the Guaranteed Security and of the Indenture referred to therein (as
amended and supplemented from time to time, the "Indenture").


     If [insert here the name of the Applicable Issuer], a Cayman Islands
limited liability company (herein called the "Issuer," which term includes any
successor Person thereto under such Indenture), fails to pay punctually any
Guaranteed Obligation, the Guarantor hereby agrees to pay that Guaranteed
Obligation, or to cause that Guaranteed Obligation to be paid, punctually when
and as the same shall become due and payable, whether on the Stated Maturity or
any declaration of acceleration, call for redemption, exercise of any Repurchase
Right of the Holders or otherwise, and as if such payment were made by the
Issuer.


     The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely a surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of the Guaranteed Security or the Indenture,
any failure to enforce the provisions of the Guaranteed Security or


                                       16
<PAGE>

the Indenture, or any waiver, modification or indulgence granted to the Issuer
with respect thereto, by the Holder of the Guaranteed 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 Guaranteed Security,
increase the interest rate thereon, change the method or methods by which the
interest rate thereon is determined or computed in a manner adverse to the
Guarantor, increase any premium payable upon prepayment, redemption or
repurchase thereof, alter the Stated Maturity thereof, increase the principal
amount of any Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the maturity thereof pursuant to Article
Five of the Indenture or increase the amount of any Redemption Price or any
Repurchase Price or change the method or methods by which any Redemption Price
or Repurchase Price is determined in a manner adverse to the Guarantor.


     The Guarantor hereby waives diligence, presentment, demand for payment,
filing of claims with a court in the event of merger or bankruptcy of the
Issuer, any right to require, or any requirement that the Guarantor first
institute and prosecute, a proceeding against the Issuer to collect any
Guaranteed Obligation, protest or notice with respect to the Guaranteed Security
or the indebtedness evidenced thereby or with respect to any sinking fund or
analogous payment required under the Guaranteed Security and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the principal of, premium, if any, and interest on the
Guaranteed Security.


     The Guarantor shall be subrogated to all rights of the Holder of such
Guaranteed Security and the Trustee against the Issuer in respect of any
amounts paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, that right of
subrogation until the principal of, premium, if any, and interest on all
Guaranteed Securities of the Series of which the Guaranteed Security is a part
issued under such Indenture shall have been paid in full.


     No reference herein to such Indenture and no provisions of this Guarantee
or of such Indenture shall alter or impair the guarantees of the Guarantor,
which are absolute and unconditional, of the due and punctual payment of the
principal of, premium, if any, and interest on, and any sinking fund or
analogous payments with respect to, the Guaranteed Security.


     The Guarantor further agrees to be bound by all of the provisions of the
Guaranteed Security and the Indenture applicable to it.


     This Guarantee shall not be valid or create an obligation of the Guarantor
for any purpose until the certificate of authentication of the Guaranteed
Security shall have been manually executed by or on behalf of the Trustee under
such Indenture.


     All terms used and not otherwise defined in this Guarantee that are defined
in such Indenture shall have the respective meanings ascribed to them in such
Indenture.


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

                                       17
<PAGE>

     Executed and dated as of the date of the Guaranteed Security to which this
Guarantee is annexed or on which this Guarantee is endorsed.


                                   WAL-MART STORES, INC.


                                   By:_____________________________
                                   Name:
                                   Title:

                                 ARTICLE THREE

                                The Securities

      SECTION 3.01. Title and Terms.  The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited.  Each Issuer may issue up to the aggregate principal amount of
Securities from time to time authorized by or pursuant to one or more Board
Resolutions of that Issuer.

     The Securities of each Issuer may be issued in one or more Series. All
Securities of each Series issued under this Indenture shall in all respects be
equally and ratably entitled to the benefits hereof with respect to that Series
without preference, priority or distinction on account of the actual time or
times of the authentication and delivery or Maturity of the Securities of such
Series.  Unless expressly provided otherwise with respect to a Series, not all
Securities of a Series need be issued at the same time, and, unless otherwise
provided in the Securities of that Series or in this Indenture, a Series may be
reopened and the aggregate principal amount of the Securities of a Series may be
increased and additional Securities of that Series may be issued up to a maximum
aggregate principal amount authorized for that Series, as that maximum aggregate
principal amount may be increased from time to time.  All Securities of a Series
shall rank equally among themselves and with the other existing and future
unsecured, unsubordinated indebtedness of the Applicable Issuer.

     An Issuer may from time to time establish one or more Series pursuant to
this Indenture.  A Series shall be established by (1) the execution and delivery
of a Supplemental Indenture or (2) the adoption of a Board Resolution by the
Applicable Issuer's Board of Directors establishing that Series.  The specific
terms and conditions of the Securities of any Series established shall be
determined and set either (1) by the Supplemental Indenture that establishes the
Series, (2) if the Series is established by a Supplemental Indenture, to the
extent that those specific terms and conditions are not determined and set by
that Supplemental Indenture, by the adoption of a Board Resolution or Board
Resolutions by the Applicable Issuer's Board of Directors and, to the extent
that those specific terms and conditions are not determined and set by the
Supplemental Indenture or by the adoption of a Board Resolution or Board
Resolutions by the Applicable Issuer's Board of Directors or by a combination of
those means of determining and setting the specific terms and conditions of the
Securities of that Series, by the action of one or more Authorized Officers of
the Applicable Issuer pursuant to authority to determine and set the specific
terms and conditions of the Securities of that Series specifically delegated by
the

                                       18
<PAGE>

Applicable Issuer's Board of Directors to that Authorized Officer or those
Authorized Officers of the Applicable Issuer or (3) if the Series is established
by action of the Board of Directors, to the extent that those specific terms and
conditions are not set by the adoption of a Board Resolution or Board
Resolutions by the Applicable Issuer's Board of Directors, by the action of one
or more Authorized Officers of the Applicable Issuer pursuant to authority to
determine and set the specific terms and conditions of the Securities of that
Series specifically delegated by the Applicable Issuer's Board of Directors to
that Authorized Officer or those Authorized Officers of the Applicable Issuer.
If the specific terms and specific conditions of the Securities of a Series are
determined and set by action of the Board of Directors of the Applicable Issuer,
that action shall be evidenced by a Board Resolution. If the specific terms and
conditions of the Securities of a Series established by action of the Applicable
Issuer's Board of Directors are determined and set by an Authorized Officer or
Authorized Officers of the Applicable Issuer pursuant to authority delegated to
them by the Applicable Issuer's Board of Directors, that action shall be
evidenced by a certificate executed by the Authorized Officer or Authorized
Officers of the Applicable Issuer determining and setting those terms and
conditions, which certificate shall also be attested to by the Secretary or an
Assistant Secretary of the Applicable Issuer (a "Series Terms
Certificate").


     Upon a Series being established and the specific terms and conditions of
the Securities of that Series being determined and set otherwise than through a
Supplemental Indenture, (1) the Applicable Issuer shall cause to be delivered to
the Trustee an Officers' Certificate of such Issuer signed by an Authorized
Officer of the Applicable Issuer and attested to by the Secretary or Assistant
Secretary of such Issuer certifying that the Series has been established and the
specific terms and conditions of the Securities of the Series have been
determined and set and attaching to that Officers' Certificate (A) the Board
Resolution establishing the Series, (B) the Board Resolution determining and
setting the specific terms and conditions of the Securities of that Series or
providing for the delegation of authority to one or more Authorized Officers of
the Applicable Issuer to determine and set the specific terms and conditions of
the Securities of that Series and (C) if an Authorized Officer or Authorized
Officers of the Applicable Issuer has determined and set the specific terms and
conditions of the Securities of that Series, attaching the Series Terms
Certificate evidencing the action of that Authorized Officer or those Authorized
Officers of the Applicable Issuer, and (2) if the Series comprises Guaranteed
Securities, the Guarantor shall cause to be delivered to the Trustee an
Officers' Certificate of the Guarantor executed by an Authorized Officer of the
Guarantor and attested to by the Secretary or an Assistant Secretary of the
Guarantor, certifying that the Guarantor has taken all corporate action
necessary to authorize its Guarantee of each of the Securities of that Series
and attaching the Board Resolution of the Guarantor's Board of Directors
authorizing the Guarantee of the Securities of that Series and the endorsement
of the Guarantees on the Securities of that Series. The Officers' Certificate of
the Applicable Issuer, and the Officers' Certificate of the Guarantor, if any,
that are required to be delivered to the Trustee in accordance with the
immediately preceding sentence, may be provided before or at the time of the
consummation of the first issuance of Securities of the Series to which those
Officers' Certificates relate.


     Each Board Resolution of an Applicable Issuer determining and setting the
specific terms and conditions of the Securities of a Series and each Series
Terms Certificate shall set forth therein, and each Supplemental Indenture
setting forth the terms and conditions of the Securities of a Series, shall set
forth the following information as to the terms and conditions of that
Series:


                                       19
<PAGE>

          (i)    the title of the Securities of the Series (which shall
     distinguish the Securities of the Series from all other Securities);


          (ii)   whether any limit has been established upon the aggregate
     principal amount or aggregate initial public offering price of the
     Securities of the Series that may be authenticated and delivered under this
     Indenture (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
     Securities of that Series pursuant to this Article Three or Sections 4.07
     or 9.06) and, if so, that maximum aggregate principal amount of Securities
     of that Series that may be issued;

          (iii)  any priority of payment set for the Securities of the Series;

          (iv)   the date or dates on which the principal of and premium, if
     any, on the Securities of the Series or each installment of the principal
     of the Securities of the Series is payable;


          (v)    the rate or rates, if any, at which the Securities of the
     Series shall bear interest, or the method or methods by which the rate or
     rates, if any, at which the Securities of the Series shall bear interest
     may be determined, the date or dates from which any interest shall accrue,
     the Interest Payment Dates on which any accrued interest shall be payable,
     the Regular Record Date for the interest payable on any Interest Payment
     Date and the basis upon which interest shall be calculated if other than
     that of a 360-day year consisting of twelve 30-day months;

          (vi)   whether any of the Securities of the Series will be issued as
     Original Issue Discount Securities and the portion of the principal amount
     as shown on the face of those Securities that shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     7.02 or at the time of any prepayment of those Securities or the method or
     methods for determining that portion of that principal amount payable at
     any of those times;




       (vii)  whether the Applicable Issuer may prepay the Securities of the
     Series in whole or part and, if so, the time or times at which any such
     prepayment may be made, whether the prepayment may be made in whole or may
     be made in part from time to time and the terms and conditions on which
     such prepayment may be made, including the obligation to pay any premium,
     any break funding costs or any make-whole amount.


          (viii) whether and, if so, the extent to which, any of the Securities
     of the Series will be issuable in temporary or permanent global form, and,
     in such case, the Depositary or Depositaries for such Global Security or
     Global Securities, the terms and conditions, if any, upon which such Global
     Security may be exchanged in whole or in part for Definitive Securities,
     and the manner in which any interest payable on a temporary or permanent
     Global Security will be paid, whether or not consistent with Section 3.05
     or 3.06;


          (ix)   the office or offices or agency where, subject to Sections 3.04
     and 5.02, the Securities may be presented for registration of transfer or
     exchange;


                                       20
<PAGE>

          (x)    the place or places where, subject to the provisions of
     Sections 3.04 and 5.02, the principal of and premium, if any, and interest,
     if any, on Securities of the Series shall be payable;


          (xi)   the right of the Applicable Issuer to redeem or repurchase the
     Securities of the Series, in whole or in part, at its option, the time or
     times or the period or periods within which, the price or prices at which,
     or the method or methods for determining the price or prices at which, and
     the terms and conditions upon which, Securities of the Series may be
     redeemed or repurchased by such Issuer;


          (xii)  the obligation, if any, of the Applicable Issuer to repurchase
     or redeem Securities of the Series pursuant to any sinking fund or
     analogous provisions or without the benefit of any sinking fund or
     analogous provisions, stating whether each such redemption will be,  at the
     option of a Holder of any Security of a Series or upon the occurrence of
     any stated event or satisfaction of any condition or conditions, the time
     or times or the period or periods within which, the price or prices at
     which, or the method or methods for determining the price or prices at
     which, and the terms and conditions upon which, the Securities of the
     Series shall be redeemed, repaid or repurchased, in whole or in part,
     pursuant to such obligation;


          (xiii) whether the Securities of the Series will be convertible into
     any other securities of the Applicable Issuer or exchangeable for other
     securities of that Issuer or any other Person, and, if so, the conversion
     or exchange price or prices or conversion or exchange ratio or ratios, when
     such conversion or exchange may occur, or the method or methods of
     determining that price or prices or that ratio or ratios and the other
     terms and conditions, including anti-dilution terms, upon which any
     conversion or exchange may occur;


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


          (xv)   the currency or currencies in which payment of the principal
     of, and premium, if any, interest on and any other amounts owing with
     respect to the Securities of that Series will be made, which may be in
     Dollars, a Foreign Currency or composite currency, any currency or
     currencies, if any, in which, at the election of each of the Holders
     thereof, payment of the principal of, and premium, if any, the interest and
     any other amounts owing with respect to Registered Securities, may be
     payable which may be in Dollars, Foreign Currency or composite currency and
     the periods within which and the terms and conditions upon which such
     election is to be made, the Exchange Rate for calculating the amount of the
     payment in a currency other than the currency or currencies in which the
     Securities of that Series are denominated or, if the Exchange Rate is not
     expressly stated in the Securities of that Series, the method or methods
     for determining the Exchange Rate, the Exchange Rate Agent, and if any
     payment may be made in a composite currency other than ECU, the agency or
     organization, if any, responsible for overseeing such composite
     currency;


                                       21
<PAGE>

          (xvi)    if the amount of payments of principal of, premium, if any,
     or any interest on Securities of the Series may be determined with
     reference to an index, the method or methods by which such amounts shall be
     determined;


          (xvii)   if the Securities of the Series are subordinated in right of
     payment to other Securities or other indebtedness of the Applicable Issuer,
     the terms and conditions of that subordination;


          (xviii)  whether, and under what conditions, additional amounts will
     be payable to Holders of Securities of the Series pursuant to Section
     5.04;


          (xix)    information with respect to book-entry procedures, if
     any;


          (xx)     any addition to or change in the Events of Default or
     covenants of the Issuer pertaining to the Securities of the Series;


          (xxi)    whether the Securities of the Series will be subject to the
     defeasance provisions of Article Eleven or the terms, if any, on which they
     may otherwise be defeasible; and


          (xxii)   any other terms and conditions of the Series (which terms and
     conditions shall not be inconsistent with the provisions of this
     Indenture).


     All Securities of any one Series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Officers' Certificate of the
Applicable Issuer relating to the Series provided to the Trustee pursuant to
this Section 3.01 and set forth or determined in the manner provided in that
Officers' Certificate or in this Indenture or any Supplemental Indenture.

     Securities of any particular Series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different Redemption Dates or Repurchase Dates and may
be denominated in different currencies or payable in different currencies.

      SECTION 3.02. Denominations.  The Securities of each Series shall be
issuable in such form and denominations determined as contemplated by Section
3.01. In the absence of any specification with respect to the Securities of any
Series, the Registered Securities of each Series shall be issuable only as
Securities without coupons in denominations of $1,000 and any integral multiple
thereof.

      SECTION 3.03. Execution, Authentication, Delivery and Dating.

     (a)  The Securities shall be executed on behalf of the Applicable Issuer by
one of its Authorized Officers or such other officer or agent to which the
authority to execute such Securities is delegated by the Applicable Issuer's
Board of Directors, and by its Secretary or one of its Assistant Secretaries.
The Guarantees annexed to, or endorsed on, Guaranteed Securities shall be
executed on behalf of the Guarantor by one of its Authorized Officers or such
other officer or agent of the


                                       22
<PAGE>

Guarantor to whom the authority to execute such Guarantees is delegated by the
Guarantor's Board of Directors. The signatures of any or all of these officers
or agents on the Securities or the Guarantees may be manual or facsimile.
Securities bearing the manual or facsimile signatures of individuals who were at
any time the proper officers or authorized agents of the Applicable Issuer shall
bind such Issuer, notwithstanding that one or more of those individuals have
ceased to hold a proper office prior to the authentication and delivery of such
Securities or did not hold such offices or, in the case of an agent, continue to
have proper authority at the date of such Securities. Guarantees bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Guarantor shall bind the Guarantor, notwithstanding that one or
more of those individuals have ceased to hold a proper office or, in the case of
an agent, continue to have proper authority, prior to the authentication and
delivery of the Guaranteed Securities on which the Guarantee was endorsed or did
not hold such offices or, in the case of an agent, did not have proper authority
at the date of such Guaranteed Securities.

     (b)  At any time and from time to time after the execution and delivery of
this Indenture, the Applicable Issuer may deliver Securities of any Series,
executed by the Applicable Issuer with, if the Securities of that Series are
Guaranteed Securities, the Guarantees annexed thereto or endorsed thereon by the
Guarantor, to the Trustee for authentication, together with an Issuer Order and,
as to Guaranteed Securities, a Guarantor Order, for the authentication and
delivery of such Securities, and the Trustee shall, upon receipt of the Issuer
Order and the Guarantor Order, if required, authenticate and deliver such
Securities as this Indenture provides and not otherwise.


     If the Applicable Issuer shall establish pursuant to Section 3.01 that the
Securities of a Series are to be issued in whole or in part in the form of one
or more Global Securities, then the Applicable Issuer shall execute and the
Trustee shall, in accordance with this Section and an Issuer Order of the
Applicable Issuer for the authentication and delivery of such Global Securities
with respect to that Series, authenticate and deliver one or more Global
Securities in permanent or temporary form and, as to Guaranteed Securities, the
Guarantor shall endorse the Guarantee thereon and such Global Securities (i)
shall represent and shall be denominated in an aggregate amount equal to the
aggregate principal amount of the Outstanding Securities of such Series to be
represented by one or more Global Securities, (ii) shall be registered, if in
registered form, in the name of the Depositary for such Global Security or
Global Securities or the nominee of such Depositary, and (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions.


     Each Depositary designated pursuant to Section 3.01 for a Global Security
in registered form must, at the time of its designation and at all times while
it serves as Depositary, be a clearing agency registered under the Exchange Act
and any other applicable statute or regulation.

     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 8.01) shall be
fully protected in relying upon,

     (a)  an Officers' Certificate required pursuant to Section 3.01;

     (b)  an Issuer Order of the Applicable Issuer and, if applicable, a
     Guarantor Order; and

                                       23
<PAGE>

     (c)  an Opinion of Counsel complying with Section 1.02 and stating that:

          (i)   the form of such Securities has been established in conformity
     with the provisions of this Indenture;

          (ii)  the terms of such Securities or the manner of determining such
     terms, have been established in conformity with the provisions of this
     Indenture;

          (iii) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Applicable Issuer in the manner and subject to
     any conditions specified in such Opinion of Counsel, will constitute valid
     and legally binding obligations of the Applicable Issuer, enforceable
     against such Issuer in accordance with their terms, subject to bankruptcy,
     insolvency, reorganization, fraudulent transfer, fraudulent conveyance,
     moratorium and other laws of general applicability relating to or affecting
     the enforcement of creditors' rights and to general principles of equity;
     and

          (iv)  such other matters as the Trustee may reasonably request.

     The Trustee shall not be required to authenticate any Securities if the
issuance of the Securities pursuant to the Indenture will adversely affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

     Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if
all Securities of a Series are not to be originally issued at one time, it shall
not be necessary to deliver the Board Resolution of the Applicable Issuer or
Officers' Certificate otherwise required pursuant to Section 3.01 or the Issuer
Order of the Applicable Issuer, Guarantor Order, if applicable, and Opinion of
Counsel otherwise required pursuant to this Section 3.03 at or prior to the time
of authentication of each Security of such Series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such Series to be issued and such documents reasonably contemplate
the issuance of all Securities of such Series; provided that any subsequent
request by the Applicable Issuer to the Trustee to authenticate Securities of
such Series upon original issuance shall constitute a representation and
warranty by such Issuer that as of the date of such request, the statements made
in the Officers' Certificate or other certificates delivered pursuant to
Sections 1.02 and 3.01 shall be true and correct as if made on such date.

     An Issuer Order of the Applicable Issuer, Officers' Certificate or Board
Resolution or Supplemental Indenture delivered by the Applicable Issuer, and a
Guarantor Order, if any, delivered by the Guarantor, to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Securities
that are the subject thereof will be authenticated and delivered by the Trustee
or its agent on original issue from time to time in the aggregate principal
amount, if any, established for such Series pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by Issuer Order
of the Applicable Issuer upon telephonic (promptly confirmed in writing),
electronic or written order of Persons designated in that Issuer Order,
Officers' Certificate, Supplemental Indenture or Board Resolution and that such
Persons are authorized to determine, consistent with that Issuer Order,
Officers' Certificate,

                                       24
<PAGE>

Supplemental Indenture or Board Resolution, those terms and conditions of said
Securities as are specified in that Issuer Order, Officers' Certificate,
Supplemental Indenture or Board Resolution.

     Each Registered Security shall be dated the date of its authentication, and
unless otherwise specified as contemplated by Section 3.01, any temporary Global
Security referred to in Section 3.05 shall be dated as of the date of original
issuance of that Security.

     No Security shall be entitled to any benefit under this Indenture or any
Guarantee endorsed thereon 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 of an
authorized officer, 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 or portion thereof shall have
been duly authenticated and delivered hereunder but never issued and sold by an
Issuer, and such Issuer shall deliver such Security to the Trustee for
cancellation as provided in Section 3.10 together with a written statement (that
need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel) stating that such Security or portion thereof has never been issued and
sold by such Issuer, 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 3.04. Registrar, Paying Agent and Depositary.    (a)  Each of the
Issuers will maintain an office or agency in the Borough of Manhattan, The City
of New York, where Securities issued by it may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Securities
may be presented and surrendered for payment ("Paying Agent").  The Registrar
shall keep a register of the Securities issued by each Issuer ("Registry") and
of their transfer and exchange.  The Applicable Issuer may appoint one or more
co-registrars and one or more additional paying agents for the Securities of
each Series issued by it.  The term "Registrar" includes any co-registrar and
the term "Paying Agent" includes any additional paying agent.  The Applicable
Issuer may change any Paying Agent or Registrar with respect to the Securities
of any Series that it issues without notice to any Holder.  That Issuer shall
notify the Trustee in writing of the name and address of any Agent not a party
to this Indenture.  If an Applicable Issuer fails to appoint or maintain another
entity as Registrar or Paying Agent for the affected Series of Securities, the
Trustee shall act as that Registrar or Paying Agent, as the case may be.  The
Applicable Issuer or any of its Subsidiaries may act as Paying Agent or
Registrar.

     (b)  If an Issuer, the Guarantor or any of their respective Subsidiaries
acts as Paying Agent for any Series, each such Paying Agent shall segregate and
hold in a separate trust fund for the benefit of the Holders of the Securities
of that Series all money held by it as Paying Agent with respect to the
Securities of that Series.  Upon any bankruptcy or reorganization proceedings
relating to an Issuer, the Trustee shall serve as Paying Agent for the
Securities issued by that Issuer.

     (c)  If the Securities of a Series are listed on the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Applicable Issuer, and the Guarantor (with
respect to Guaranteed Securities), as the case may

                                       25
<PAGE>

be, will maintain a Paying Agent for the Securities of that Series in Luxembourg
or any other required city located outside the United States, so long as the
Securities of that Series are listed on such exchange, and subject to any laws
or regulations applicable thereto, in a Place of Payment for Securities of that
Series located outside the United States an office for registration of transfer
or exchange of Securities of that Series.

      SECTION 3.05. Temporary Securities.  (a) If the Definitive Securities of
any Series are to be printed on paper with engraved borders or engraved, then
pending the preparation of Definitive Securities of that Series, the Applicable
Issuer and, with respect to Guaranteed Securities, the Guarantor, may execute,
and upon the receipt of an Issuer Order of the Applicable Issuer, a Guarantor
Order, if applicable, and the receipt of the certifications and opinions
required under Sections 3.01 and 3.03, the Trustee shall authenticate and
deliver, temporary Securities that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denominations,
substantially of the tenor of the Definitive Securities in lieu of which they
are issued in registered form and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

     (b)  Unless otherwise provided pursuant to Section 3.01:

          (i)   Except in the case of temporary Securities in global form, each
     of which shall be exchanged in accordance with the provisions of the
     following paragraphs, if temporary Securities of any Series are issued, the
     Applicable Issuer will cause Definitive Securities of such Series to be
     prepared without unreasonable delay. After the preparation of Definitive
     Securities, 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 Applicable Issuer
     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 Applicable Issuer shall execute and the Trustee shall
     authenticate and deliver in exchange therefor a like principal amount of
     Definitive Securities of such Series of authorized denominations and, as to
     Guaranteed Securities, the Guarantor shall execute the Guarantees endorsed
     on those Guaranteed Securities. 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.

          (ii)  Without unnecessary delay but in any event not later than the
     date specified in, or determined pursuant to the terms of, any such
     temporary Global Security as the "Global Exchange Date" (the "Global
     Exchange Date"), the Applicable Issuer shall deliver to the Trustee, or, if
     the Trustee appoints an Authenticating Agent pursuant to Section 8.14, to
     any such Authenticating Agent, Definitive Securities in aggregate principal
     amount equal to the principal amount of such temporary Global Security,
     executed by such Issuer.  On or after the Global Exchange Date, such
     temporary Global Security shall be surrendered by the Depositary to the
     Trustee or any such Authenticating Agent, as the Applicable Issuer's agent
     for such purpose, to be exchanged, in whole or from time to time in part,
     for Definitive Securities without charge and the Trustee or any such
     Authenticating Agent shall authenticate and deliver, in exchange for each
     portion of such temporary Global Security, an equal aggregate principal
     amount of Definitive

                                       26
<PAGE>

     Securities of the same Series, of authorized denominations and of like
     tenor as the portion of such temporary Global Security to be exchanged.

          (iii)  Upon any exchange of a portion of any such temporary Global
     Security, such temporary Global Security shall be endorsed by the Trustee
     or any such Authenticating Agent, as the case may be, to reflect the
     reduction of the principal amount evidenced thereby, whereupon its
     remaining principal amount shall be reduced for all purposes by the amount
     so exchanged.  Until so exchanged in full, such temporary Global Security
     shall in all respects be entitled to the same benefits under this Indenture
     as Definitive Securities of such Series authenticated and delivered
     hereunder.

      SECTION 3.06. Transfer and Exchange.

          (a)    Upon surrender for registration of transfer of any Security of
any Series at the office or agency of the Applicable Issuer maintained for such
purpose, such Issuer shall execute, and upon receipt of an Authentication Order,
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 denomination or denominations, of like tenor and aggregate principal
amount and, as to Guaranteed Securities, having endorsed thereon a Guarantee
executed by the Guarantor. At the option of the Holder, Securities of any Series
(other than a Global Security) may be exchanged for other Securities of the same
Series of any authorized denomination or denominations of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at the office
or agency of the Applicable Issuer maintained for such purpose and, as to
Guaranteed Securities having endorsed thereon a Guarantee executed by the
Guarantor. Upon receipt at such office or agency of an appropriate request for
exchange, the Applicable Issuer shall execute, and upon receipt of an
Authentication Order, the Trustee shall authenticate and deliver in the name of
the exchanging Holder, one or more new Securities of the appropriate Series of
any authorized denomination or denominations of like tenor and aggregate
principal amount to the Securities surrendered for exchange. Every Security
presented or surrendered for registration of transfer or for exchange shall (if
so required by such Issuer, the Registrar or the Trustee) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Applicable Issuer, the Registrar and the Trustee duly executed, by the Holder
thereof or his attorney duly authorized in writing.


          (b)    Upon the issuance of a Global Security, the Depositary or its
nominee will credit, on its book-entry registration and transfer system, the
respective principal amounts of the individual Securities represented by the
Global Security to the accounts of institutions that have accounts with the
Depositary. The institutional accounts to be credited may be designated by the
underwriter, underwriters, agent or agents for such Securities or, if the
Securities are offered and sold directly by an Issuer, by the Applicable Issuer.
Upon receipt of any payment in respect of a Global Security, the Depositary or
its nominee will immediately credit the institutional accounts with amounts
proportionate to their respective beneficial interests in the principal amount
of the Global Security as shown in the records of the Depositary or its
nominee.


                                       27
<PAGE>

          (c)  Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Definitive Securities, a Global
Security representing all or a portion of the Securities of a Series may not be
transferred except as a whole by the Depositary for such Series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such Series or a nominee of such successor
Depositary.


          (d)  If at any time the Depositary for the Securities of a Series
notifies the Applicable Issuer that it is unwilling or unable to continue as
Depositary for the Securities of such Series or if at any time the Depositary
for the Securities of such Series shall no longer be eligible under Section
3.03(b), such Issuer shall appoint a successor Depositary with respect to the
Securities of such Series.

          (e)  The Applicable Issuer may at any time and in its sole discretion
determine that Securities of any Series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Global
Securities. In such event, the Applicable Issuer will execute, and the Trustee,
upon receipt of an Issuer Order for the authentication and delivery of
Securities of such Series, will authenticate and deliver, Definitive Securities
of such Series in an aggregate principal amount equal to the principal amount of
the Global Security or Global Securities representing Securities of such Series
(which, in the case of Guaranteed Securities, shall have annexed thereto or
endorsed thereon a Guarantee executed by the Guarantor) in exchange for such
Global Security or Global Securities.


          (f)  If specified by the Applicable Issuer pursuant to Section 3.01
with respect to a Series of Securities, the Depositary for such Series of
Securities may surrender a Global Security for such Series of Securities in
exchange in whole or in part for Definitive Securities of such Series on such
terms as are acceptable to such Issuer and such Depositary. Thereupon, such
Issuer shall execute, and the Trustee shall authenticate and deliver, without
service charge: (1) to each Person specified by such Depositary a new definitive
Security or Securities of the same Series (which, in the case of Guaranteed
Securities, shall have annexed thereto or endorsed thereon a Guarantee executed
by the Guarantor), of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person's beneficial
interest in the Global Security; and (2) to such Depositary a new Global
Security (which, in the case of Guaranteed Securities, shall have annexed
thereto or endorsed thereon a Guarantee executed by the Guarantor) in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Definitive
Securities delivered to Holders thereof.


          (g)  Upon the exchange of a Global Security for Definitive Securities,
such Global Security shall be cancelled by the Trustee. Definitive Securities
exchanged for portions of a Global Security pursuant to this Section 3.06 shall
be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the persons in whose names such Securities are
so registered.


          (h)  No service charge shall be made to a holder of a beneficial
interest in a Global Security or to a Holder of a Definitive Security for any
registration of transfer or

                                       28
<PAGE>

exchange, but the Issuer may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 3.05 and 4.07).

          (i)  All Global Securities and Definitive Securities issued upon any
registration of transfer or exchange of Global Securities or Definitive
Securities shall be the valid obligations of the Applicable Issuer, evidencing
the same indebtedness, and entitled to the same benefits under this Indenture
and any Guarantees annexed thereto or endorsed thereon, as the Global Securities
or Definitive Securities surrendered upon such registration of transfer or
exchange.


          (j)  The Registrar shall not be required (A) to issue, to register the
transfer of or to exchange any Securities during a period beginning at the
opening of business 15 days before the day of any selection of Securities for
redemption under Section 4.03 and ending at the close of business on the day of
selection, (B) to register the transfer of or to exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part or (C) to register the transfer of or to
exchange a Security between a Record Date and the next succeeding Interest
Payment Date.

          (k)  Prior to due presentment for the registration of a transfer of
any Security, the Trustee, any Agent and the Issuer may deem and treat the
Person in whose name any Security is registered as the absolute owner of such
Security for the purpose of receiving payment of principal of, premium, if any,
and interest on such Securities, payment of the redemption price of the
Securities and for all other purposes, and none of the Trustee, any Agent or the
Issuer shall be affected by notice to the contrary.

          (l)  The Trustee shall authenticate Global Securities and Definitive
Securities in accordance with the provisions of Section 3.03.

       SECTION 3.07. Mutilated, Destroyed, Lost and Stolen Securities. If (i)
any mutilated Security is surrendered to the Trustee or the Registrar, or if the
Applicable Issuer, if the Security is a Guaranteed Security, the Guarantor, the
Trustee and the Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) there is delivered to the
Applicable Issuer, if that Security is a Guaranteed Security, the Guarantor, the
Trustee and the Registrar such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of notice to the Applicable
Issuer, if applicable, the Guarantor, the Trustee or the Registrar that such
Security has been acquired by a bona fide purchaser, the Applicable Issuer and
upon its request the Trustee shall authenticate and deliver, in lieu of any such
mutilated, destroyed, lost or stolen Security, a new Security of the same Series
and Stated Maturity and of like tenor and principal amount, bearing a number not
contemporaneously outstanding and, if that Security is a Guaranteed Security,
the Guarantor shall execute the Guarantee endorsed thereon.

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

                                       29
<PAGE>

     Upon the issuance of any new Security under this Section 3.07, the
Applicable Issuer may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.


     Every new Security of any Series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Applicable Issuer, 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 and, if such Security is a
Guaranteed Security, to the same benefits of the Guarantee with respect thereto,
equally and proportionately with any and all other Securities of the same Series
duly issued hereunder.

     The provisions of this Section 3.07 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the placement
or payment of mutilated, destroyed, lost or stolen Securities.


       SECTION 3.08. Payment of Interest; Interest Rights Preserved. (a) Unless
otherwise provided for by the terms of the Securities of any Series as
established in accordance with Section 3.01, interest on any Registered Security
that is payable, and is punctually paid or duly provided for on any Interest
Payment Date shall unless otherwise provided in that Security 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 that interest
payment. At the option of the Applicable Issuer, payment of interest on any
Registered Security may be made by check in the currency designated for such
payment pursuant to the terms of such Registered Security mailed to the address
of the Person entitled thereto as such address shall appear in the Register or
by wire transfer to an account in such currency designated by such Person in
writing not later than ten days prior to the date of such payment.

     (b)  Any interest on any Registered Security that 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 his having been such Holder,
and such Defaulted Interest may be paid by the Applicable Issuer, at its
election in each case, as provided in clause (i) or clause (ii) below.

          (i)  The Applicable Issuer may elect to make payments of any Defaulted
     Interest to the Persons in whose names any such Registered Securities (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 Special Record Date shall be fixed in the following manner.
     The Applicable Issuer shall notify the Trustee in writing of the amount of
     Defaulted Interest proposed to be paid on each Registered Security and the
     date of the proposed payment, and at the same time such Issuer 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 for
     the payment

                                       30
<PAGE>

     of such Defaulted Interest, which Special Record Date shall be not more
     than 15 nor 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 Applicable Issuer
     of such Special Record Date and, in the name and at the expense of the
     Applicable Issuer, shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be mailed, first
     class, postage prepaid, to each Holder at his address as it appears in the
     Register, 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 mailed as aforesaid, such Defaulted Interest
     shall be paid to the Persons in whose names such Registered Securities (or
     their respective Predecessor Securities) are registered on such Special
     Record Date and shall no longer be payable pursuant to the following clause
     (ii) of this Section 3.08.


          (ii) The Applicable Issuer may make payment of any Defaulted Interest
     in any other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities with respect to which there
     exists such default may be listed, and upon such notice as may be required
     by such exchange, if, after notice given by the Applicable Issuer to the
     Trustee of the proposed payment pursuant to this clause, such payment shall
     be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section 3.08, each Security
delivered under this Indenture upon registration of transfer of, or in exchange
for, or in lieu of, any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other
Security.


       SECTION 3.09. Persons Deemed Owners.

     (a)  Prior to due presentment for registration of transfer of any
Registered Security, the Applicable Issuer, the Guarantor (if that Registered
Security is a Guaranteed Security), the Trustee and any agent of the Issuer, the
Guarantor (if applicable) 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, premium, if any, and, subject to Section
3.08, interest on such Security, and for all purposes whatsoever, whether or not
that Security is overdue, and neither the Applicable Issuer, if that Registered
Security is a Guaranteed Security, the Guarantor, the Trustee nor any agent of
the Applicable Issuer or the Trustee shall be affected by notice to the
contrary.


     (b)  None of the Applicable Issuer, the Guarantor (if the Global Security
is a Guaranteed Security), the Trustee, any Paying Agent, any Authenticating
Agent or the Registrar will have the responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interest of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest, and they shall be fully
protected in acting or refraining from acting on any such information provided
by the Depositary.


       SECTION 3.10. Cancellation.  Unless otherwise provided with respect to a
Series of Securities, all Securities surrendered for payment, registration of
transfer, exchange,

                                       31
<PAGE>

repayment or redemption shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Securities so delivered or surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by it.
Either of the Applicable Issuer and, in the case of Guaranteed Securities, the
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder that the Issuer or the
Guarantor, as the case may be, may have acquired in any manner whatsoever, 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 or such Securities. All cancelled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with the Trustee's customary
procedures, and the Trustee shall deliver a certificate of such disposition to
the Issuer.

       SECTION 3.11. Computation of Interest. Interest on the Securities of each
Series shall be computed as shall be specified as in the terms of those
Securities as established in accordance with Section 3.01; provided, however,
that if the terms of any Securities do not provide a method for computation of
interest with respect thereto, interest on that Security shall be computed on
the basis of a 360-day year of twelve 30-day months.

       SECTION 3.12. Currency Indemnity.  The Applicable Issuer may provide,
pursuant to Section 3.01, for the Securities of any Series that, to the fullest
extent possible under applicable law and except as may otherwise be specified as
contemplated in Section 3.01, (a) the obligation, if any, of the Applicable
Issuer to pay the principal of, premium, if any, and interest on the Securities
of any Series in a Foreign Currency, composite currency or Dollars (the
"Designated Currency") as may be specified pursuant to Section 3.01 is of the
essence and agrees that judgments in respect of such Securities shall be given
in the Designated Currency; (b) the obligation of the Applicable Issuer to make
payments in the Designated Currency of the principal of, premium, if any, and
interest on such Securities shall, notwithstanding any payment in any other
currency, whether pursuant to a judgment or otherwise, be discharged only to the
extent of the amount in the Designated Currency that the Holder receiving such
payment may, in accordance with normal banking procedures, purchase with the sum
paid in such other currency, after any premium and cost of exchange, in the
country of issue of the Designated Currency in the case of Foreign Currency or
Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder
receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the
Applicable Issuer shall pay such additional amounts as may be necessary to
compensate for such shortfall; and (d) any obligation of the Applicable Issuer
not discharged by such payment shall be due as a separate and independent
obligation and, until discharged as provided herein, shall continue in full
force and effect.


       SECTION 3.13. CUSIP Numbers. The Applicable Issuer in issuing the
Securities may use "CUSIP," "ISIN," or "Common Code" numbers or other Euroclear
or Clearstream, Luxembourg reference numbers (if then generally in use), and if,
so, the Trustee shall use such numbers in notices of redemption or other related
material as a convenience to Holders; provided that any such notice or other
related material may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of redemption or other related material and that reliance may be placed
only on the other

                                       32
<PAGE>

identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. Such Issuer shall
promptly notify the Trustee of any change in any such reference number.

       SECTION 3.14. Book-Entry Only System. If made a part of the terms of the
Securities of a Series in accordance with Section 3.01 with respect to
Securities represented by a Global Security, Securities of a Series may be
issued initially in book-entry only form and, if issued in such form, shall be
represented by one or more Global Securities registered in the name of the
Depositary or other depositary designated with respect thereto. So long as such
system of registration is in effect, (a) Securities of a Series so issued in
book-entry only form will not be issuable in the form of or exchangeable for
Securities in certificated or definitive registered form, (b) the records of the
Depositary or such other depositary will be determinative for all purposes as to
the beneficial owners of the Securities of that Series and (c) neither the
Applicable Issuer, the Guarantor (with respect to Guaranteed Securities) the
Trustee nor any Paying Agent, Registrar or Transfer Agent for such Securities
will have any responsibility or liability for (i) any aspect of the records
relating to or payments made on account of owners of beneficial interests in the
Securities of that Series, (ii) maintaining, supervising or reviewing any
records relating to such beneficial interests, (iii) receipt of notices, voting
and requesting or directing the Trustee to take, or not to take, or consenting
to, certain actions hereunder, or (iv) the record and procedures of the
Depositary or such other depositary, as the case may be.

                                 ARTICLE FOUR

                           Redemption of Securities

       SECTION 4.01. Applicability of Article. Securities of any Series that are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and, except as otherwise set forth in the terms of the Securities of
that Series as established in accordance with 3.01, in accordance with this
Article.

       SECTION 4.02. Election To Redeem; Notice To Trustee. The election of an
Applicable Issuer to redeem any Securities redeemable at the option of that
Applicable Issuer shall be evidenced by an Officers' Certificate. In case of any
redemption at the election of that Applicable Issuer, that Applicable Issuer
shall, at least 60 days prior to the Redemption Date fixed by that Applicable
Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee and the Registrar of such Redemption Date and of the principal
amount of Securities of such Series to be redeemed. In the case of any
redemption of Securities (i) prior to the expiration of any restriction on such
redemption provided in the terms of those Securities or elsewhere in this
Indenture, or (ii) pursuant to an election of the Applicable Issuer that is
subject to a condition specified in the terms of those Securities, the
Applicable Issuer shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

       SECTION 4.03. Selection by Trustee of Securities To Be Redeemed. If less
than all the Securities of any Series with the same terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
that Series having such terms not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and that


                                       33
<PAGE>

may provide for the selection for redemption of portions of the principal amount
of Securities of such Series of a denomination equal to or larger than the
minimum authorized denomination for Securities of such Series. Unless otherwise
provided by the terms of the Securities of any Series so selected for partial
redemption, the portions of the principal of Securities of that Series so
selected for partial redemption shall be, in the case of Registered Securities,
equal to $1,000 or an integral multiple thereof, and the principal amount of any
such Security that remains outstanding shall not be less than the minimum
authorized denomination for Securities of such Series.

     The Trustee shall promptly notify the Applicable Issuer, the Registrar and
the Co-Registrar, if any, in writing of the Securities selected for redemption
and, in the case of any Security selected for partial redemption, the principal
amount thereof to be redeemed.


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

       SECTION 4.04. Notice of Redemption. Notice of redemption shall be given
in the manner provided in Section 1.06, not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed.

     All notices of redemption shall state:

          (i)   the Redemption Date;

          (ii)  the Redemption Price;

          (iii) if less than all Outstanding Securities of any Series having the
     same terms are to be redeemed, the identification (and, in the case of
     partial redemption, the respective principal amounts) of the particular
     Securities to be redeemed;

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

          (v)   the place or places where such Securities, maturing after the
     Redemption Date, are to be surrendered for payment of the Redemption Price;

          (vi)  that the redemption is for a sinking fund, if such is the case;
     and

          (vii) the CUSIP number or the Euroclear or the Clearstream, Luxembourg
     reference numbers (or any other number used by a Depository to identify
     such Securities), if any, of the Securities to be redeemed.

     A notice of redemption published as contemplated by Section 1.06 need not
identify particular Registered Securities to be redeemed.

                                       34
<PAGE>

     Notice of redemption of Securities to be redeemed at the election of an
Issuer shall be given by such Issuer or, on Issuer Request, by the Trustee in
the name and at the expense of the Issuer.

       SECTION 4.05. Deposit of Redemption Price.  At or prior to the opening of
business on any Redemption Date, the Applicable Issuer shall deposit or cause to
be deposited with the Trustee or with a Paying Agent (or, if such Issuer is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 5.03) an amount of money sufficient to pay the Redemption Price of all
the Securities that are to be redeemed on that date.


       SECTION 4.06. Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified and from and after such date (unless the Applicable Issuer shall
default in the payment of the Redemption Price) such Securities shall cease to
bear interest. Upon surrender of any such Securities for redemption in
accordance with said notice, those Securities surrendered shall be paid by the
Applicable Issuer at the Redemption Price. Installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Section 3.08.

     If any Security called for redemption shall not be paid upon surrender
thereof for redemption, the principal shall, until paid, bear interest from the
Redemption Date at the rate borne by such Security, or as otherwise provided in
such Security.

       SECTION 4.07. Securities Redeemed in Part.  Any Security that is to be
redeemed only in part shall be surrendered at the office or agency of the
Applicable Issuer in a Place of Payment therefor (with, if an Issuer or the
Registrar so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Applicable Issuer and the Registrar duly executed
by, the Holder of such Security or his attorney duly authorized in writing), and
that Applicable Issuer and, if the Security surrendered is a Guaranteed
Security, the Guarantor shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same Series and Stated Maturity, containing identical terms
and conditions, of any authorized denominations 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.

       SECTION 4.08. Redemption Suspended During Event of Default.  The Trustee
shall not redeem any Securities (unless all Securities then Outstanding are to
be redeemed) or commence the giving of any notice of redemption of Securities
during the continuance of any Event of Default known to the Trustee, except that
where the giving of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem such Securities, provided funds are
deposited with it for such purpose.  Any moneys theretofore or thereafter
received by the Trustee shall, during the continuance of such Event of Default,
be held in trust for the benefit of the Holders and applied in the manner set
forth in Section 7.06; provided, however, that in case such Event of Default
shall have been waived as provided herein or

                                       35
<PAGE>

otherwise cured, such moneys shall thereafter be held and applied in accordance
with the provisions of this Article.

                                 ARTICLE FIVE

                                   Covenants

       SECTION 5.01. Payment of Principal, Premium and Interest.  The Applicable
Issuer and, in the case of Guaranteed Securities, the Guarantor covenants and
agrees for the benefit of each Series of Securities that it will duly and
punctually pay the principal of, premium, if any, and interest on the Securities
of such Series in accordance with the terms of the Securities of that Series,
any coupons appertaining thereto and this Indenture. Principal, premium if any,
or interest payable with respect to any Securities shall be considered paid on
the date due if the Paying Agent holds, or if an Issuer acts as its own Paying
Agent, the Applicable Issuer holds in a segregated account in trust for the
Holders due such payment, on the date money sufficient to pay all principal, and
premium, if any, and interest then due. Unless otherwise set forth in the terms
of Securities of Series established in accordance with Section 3.01, at the
option of the Applicable Issuer, all payments of principal may be paid by check
to the registered Holder of the Registered Security or other person entitled
thereto against surrender of such Security.


       SECTION 5.02. Maintenance of Office or Agency. In addition to the offices
and agencies maintained pursuant to Section 3.04, each Applicable Issuer will
maintain in each Place of Payment for any Series of Securities as to which it
issues Securities, an office or agency where Securities of any Series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Issuers in respect of
the Securities of that Series and this Indenture may be served. The Guarantor
will maintain in The City of New York an office or agency where notices and
demands to or upon the Guarantor in respect of Guaranteed Securities of any
Series and this Indenture may be served. Each such office may be the office of
any Paying Agent appointed by the Applicable Issuer. Each of the Issuers and the
Guarantor will give prompt written notice to the Trustee of the location, and
any change in the location, of any such office or agency. If at any time the
Issuers or 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 Issuers and the Guarantor
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands where Securities of that Series, if they are
convertible or exchangeable, may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Issuers or the
Guarantor, as the case may be, in respect of the Securities of that Series and
this Indenture may be served.


     The Issuers 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 of such purposes specified above in this
Section.  The Issuers 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.

                                       36
<PAGE>


       SECTION 5.03. Money for Security Payments To Be Held in Trust.  If the
Applicable Issuer shall at any time act as its own Paying Agent for any Series
of Securities, it will, on or before each due date of the principal of, premium,
if any, or interest on any of the Securities of such Series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the currency
in which the Securities of such Series are payable sufficient to pay the
principal, premium 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 an Applicable Issuer shall have one or more Paying Agents for any
Series of Securities, it will, at or prior to the opening of business on each
due date of the principal of, premium, if any, or interest on any Securities of
such Series, deposit with a Paying Agent a sum in the currency in which the
Securities of such Series are payable sufficient to pay the principal, premium
or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Applicable Issuer will promptly notify the Trustee of
its action or failure so to act.


     The Applicable Issuer 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:


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

          (ii)  give the Trustee notice of any default by the Applicable Issuer
     (or any other obligor upon the Securities of such Series) in the making of
     any payment of principal, premium or interest on the Securities of that
     Series; and

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

     The Applicable Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon that such sums were held by the Issuer or
such Paying Agent, and, upon such payments 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 Applicable Issuer, in trust for the payment of the principal of, premium, if
any, or interest on any Security of any Series and remaining unclaimed for two
years after such principal, premium or interest has become due and payable shall
be paid to the Applicable Issuer on Issuer Request, or (if then held by the
Issuer) shall be discharged from such trust; and the Holder of that Security
shall thereafter, as an unsecured general creditor, look only to the Applicable
Issuer or, if that Security is a Guaranteed Security, to the Guarantor subject
to the terms of the Guarantee with

                                       37
<PAGE>

respect to that Security for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Issuer 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 Applicable Issuer cause to be published once, in an
Authorized Newspaper in each Place of Payment, notice that such money remains
unclaimed and that, after a date specified therein, that 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 Issuer.

       SECTION 5.04. Additional Amounts.  If the Securities of a Series provide
for the payment of additional amounts, the Applicable Issuer will pay to the
Holder of any Security of any Series the additional amounts as provided in the
terms of the Securities of that Series.  Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of, premium, if any, or
interest on, or in respect of, any Security of any Series or the net proceeds
received on the sale or exchange of any Security of any Series, such mention
shall be deemed to include mention of the payment of additional amounts provided
for in this Section to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts, if applicable,
in any provisions hereof shall not be construed as excluding additional amounts
in those provisions hereof where such express mention is not made.

     If the Securities of a Series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that Series of Securities (or if the Securities of that Series will not bear
interest prior to Maturity, the first day on which a payment of principal, and
premium, if any, is made), and at least 10 days prior to each date of payment of
principal, and premium, if any, or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Applicable Issuer will furnish the Trustee and the Applicable Issuer's
Principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any) or interest on
the Securities of that Series shall be made to Holders of Securities of that
Series who are United States Aliens without withholding for or on account of any
tax, assessment or other governmental charge described in the Securities of that
Series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities and the Issuer will pay to the
Trustee or such Paying Agent the additional amounts required by this Section.
The Applicable Issuer covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or reasonable
expense incurred without negligence or bad faith on their part arising out of or
in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

       SECTION 5.05. Statement as to Compliance. The Applicable Issuer will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Applicable Issuer, an Officers' Certificate (that need not comply with Section
1.02) (provided, however, that one of the signatories of that shall be the
Applicable Issuer's principal executive officer, principal financial officer or
principal accounting officer) stating, as to each signer thereof, that:

                                       38
<PAGE>

          (i)  a review of the activities of the Applicable Issuer during such
     year and of performance under this Indenture and under the terms of the
     Securities has been made under his supervision; and

          (ii) to the best of each signer's knowledge, based on such review, (a)
     the Issuer has fulfilled all its obligations and complied with all
     conditions and covenants under this Indenture and under the terms of the
     Securities throughout such year, or, if there has been a default in the
     fulfillment of any such obligation, condition or covenant specifying each
     such default known to the signer and the nature and status thereof, and (b)
     no event has occurred and is occurring that is, or after notice or lapse of
     time or both would become, an Event of Default, or if such an event has
     occurred and is continuing, specifying such event known to him and the
     nature and status thereof.

     For purposes of this Section 5.05, compliance or default shall be
determined without regard to any period of grace or requirement of notice
provided for herein.


       SECTION 5.06. Maintenance of Corporate Existence, Rights and Franchises.
So long as any of the Securities shall be Outstanding, each of the Issuers 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, rights and franchises to
carry on its business; provided, however, that nothing in this Section 5.06
shall (i) require the Issuers or the Guarantor, as the case may be, to preserve
any such right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuer or the Guarantor, as the case may be, and that the loss thereof is
not disadvantageous in any material respect to the Holders, (ii) prevent any
consolidation or merger of the Issuers, or any conveyance or transfer of its
property and assets substantially as an entirety to any person, permitted by
Article Ten, or (iii) prevent the liquidation or dissolution of the Issuers or
the Guarantor, as the case may be, after any conveyance or transfer of its
property and assets substantially as an entirety to any person permitted by
Article Ten.

                                  ARTICLE SIX

    Holders' Lists and Reports by the Trustee, the Issuer and the Guarantor

       SECTION 6.01. Preservation of Information; Communications to Holders;
Communications Between Holders.  (a)  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders of the Securities of each Series issued
hereunder  of the Securities of a Series issued hereunder and shall otherwise
comply with TIA (S)312(a) with respect to each Series of Securities issued
hereunder.  If the Trustee is not the Registrar, the Applicable Issuer shall
furnish, or shall cause the Registrar (if other than the Applicable Issuer) to
furnish, to the Trustee at least seven Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of the Holders of the Securities of that Series, and the
Applicable Issuer shall otherwise comply with TIA (S)312(a) with respect to the
Securities of that Series.  The Trustee may destroy any list furnished to it as
provided in this Section 6.01 upon receipt of a new list so furnished.

                                       39
<PAGE>

     (b)  If three or more Holders of Securities of any Series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
Series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of such Series or with the Holders
of all Securities with respect to their rights under this Indenture or under
such Securities and is accompanied by a copy of the form of proxy or other
communication that such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, at its
election, either

          (i)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 6.01(a), or

          (ii) inform such applicants as to the approximate number of Holders of
     Securities of such Series or all Securities, as the case may be, whose
     names and addresses appear in the information preserved at the time by the
     Trustee in accordance with Section 6.01(a), and as to the approximate cost
     of mailing to such Holders the form of proxy or other communication, if
     any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of a Security of such Series or all Holders of Securities,
as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 6.01(a), a
copy of the form of proxy or other communication that is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of such Series or all Securities, as the
case may be, or would be in violation of applicable law.  Such written statement
shall specify the basis of such opinion.  If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders of Securities with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise, the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.


     (c)  Every Holder of Securities, by receiving and holding the same, agrees
with the Issuers, the Guarantor and the Trustee that none of the Issuers, the
Guarantor, the Trustee, any Authenticating Agent, any Payment Agent or any
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with Section 6.01 or TIA (S)312, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under this Section
6.01 or TIA (S)312(b).

                                       40
<PAGE>

     (d)  Holders may communicate pursuant to TIA (S)312(b) with other Holders
with respect to their rights under this Indenture or the Securities of any
Series issued hereunder.  The Applicable Issuer, the Guarantor, if applicable,
the Trustee, the Registrar and anyone else shall have the protection of TIA
(S)312(c), and the Trustee shall comply with TIA (S)312(b) in connection with
any such communication.

       SECTION 6.02. Reports, Records and Filings by the Trustee.

          (a)  The Trustee shall, within 60 days after May 15 of each year
     commencing with the year 2002, mail to each Holder reports concerning the
     Trustee and its action under the Indenture as may be required pursuant to
     Section 313(a) of the Trust Indenture Act if and to the extent and in the
     manner provided pursuant thereto. The Trustee shall comply with TIA
     (S)313(b)(2) and shall transmit by mail all reports as required by TIA
     (S)313(c). The Trustee shall also comply with the other provisions of
     Section 313 of the TIA. Reports pursuant to this Section shall be
     transmitted by mail (1) to all Holders of Registered Securities, as their
     names and addresses appear in the Register, and (2) except in the cases of
     reports under Section 313(b)(2) of the TIA, to each Holder of a Security of
     any Series whose name and address appear in the information preserved at
     the time by the Trustee in accordance with Section 6.01. A copy of each
     such report shall, at the time of such transmission to Holders, be filed by
     the Trustee with each securities exchange upon which any Securities are
     listed, and also with the Commission in accordance with TIA (S)313(d). The
     Applicable Issuer will notify the Trustee when any Securities are listed on
     any securities exchange.


          (b)  The Trustee or The Paying Agent, as applicable, shall be
     responsible for (a) obtaining from Holders all Internal Revenue Service
     forms (and similar forms under applicable state, local, and foreign tax
     law) required under applicable U.S. federal, state, local, or foreign tax
     law in order to establish exemptions from or reductions in withholding
     taxes, (b) preparing, filing with the applicable taxing authority, and (to
     the extent required under applicable tax law) furnishing Holders with
     copies of, all tax reports or statements with respect to interest or
     principal payments on, or redemptions of, Securities which are required to
     be prepared, filed, and furnished under applicable U.S. federal, state,
     local, or foreign tax law, and (c) withholding and paying over to the
     applicable taxing authorities any tax withholdings that are required to be
     made under such applicable tax law.


          (c)  The Trustee or The Paying Agent, as applicable, shall maintain
     all appropriate records documenting compliance with such requirements until
     such time as all applicable periods of limitation for assessing or
     collecting any taxes or penalties for failure to comply fully with such
     requirements have expired, and shall make such records available, on
     written request, to the Applicable Issuer or its authorized representative
     within a reasonable period of time after receipt of such request.

       SECTION 6.03. Reports by the Issuer and the Guarantor.  The Applicable
Issuer and, if any Guaranteed Securities are then Outstanding, the Guarantor
will:

          (i)   with the Trustee, within 15 days after the Applicable Issuer or
     the Guarantor, in the case of Guaranteed Securities, is required to file
     the same with the Commission, copies of the annual reports and of the
     information, documents and other

                                       41
<PAGE>

     reports (or copies of such portions of any of the foregoing as the
     Commission may from time to time by rules and regulations prescribe) that
     such Issuer or the Guarantor is then required to file with the Commission
     pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the
     Applicable Issuer or the Guarantor is not required to file information,
     documents or reports pursuant to either of those sections of the Exchange
     Act, then in the case of Securities of which the Company is the Issuer, the
     Applicable Issuer, and in the case of Guaranteed Securities, the Guarantor
     will file with the Trustee and the Commission, in accordance with rules and
     regulations prescribed from time to time by the Commission, such of the
     supplementary and periodic information, documents and reports that may be
     required pursuant to Section 13 of the Exchange Act in respect of a
     Security listed and registered on a national securities exchange as may be
     prescribed from time to time in such rules and regulations;

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

          (iii) transmit by mail to Holders of Securities, in the manner and to
     the extent provided in Section 6.02(c), within 30 days after the filing
     thereof with the Trustee, such summaries of any information, documents and
     reports required to be filed by the Issuer or pursuant to paragraphs (i)
     and (ii) of this Section 6.03 as may be required by rules and regulations
     prescribed from time to time by the Commission.


                                 ARTICLE SEVEN

                        Events of Default and Remedies

       SECTION 7.01. Events of Default.  "Event of Default," with respect to any
Series of Securities, wherever used herein, 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), unless it is either inapplicable to a
particular Series or it is specifically deleted or modified in the Supplemental
Indenture, the Board Resolution or Officers' Certificate under which that Series
of Securities is issued or in the form of Security for that Series:


          (i)   the Applicable Issuer fails to pay any interest upon any
     Security of that Series when it becomes due and payable, and such failure
     continues for a period of 30 days; or

          (ii)  the Applicable Issuer fails to pay the principal of, or premium,
     if any, on any Security of that Series at its Maturity; or

          (iii) with respect to the Securities of that Series the Applicable
     Issuer fails to perform, or a breach occurs as to any covenant or warranty
     it is obligated to perform or made by the Issuer in this Indenture


                                       42
<PAGE>

     (other than a covenant or warranty, a default in the performance of which
     or a breach of which is elsewhere in this Section specifically dealt with
     or that has expressly been included in this Indenture by means of a
     Supplemental Indenture solely for the benefit of Series of Securities other
     than that Series), and continuance of such failure or breach for a period
     of 90 days after there has been given, by registered or certified mail, to
     the Applicable Issuer and, if the Securities of that Series are Guaranteed
     Securities, to the Guarantor by the Trustee or by the Holders of at least
     25% in principal amount of the Outstanding Securities of that Series a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or

          (iv)   the entry of a decree or order by a court having jurisdiction
     in the premises granting relief in respect of the Applicable Issuer or, if
     the Securities of that Series are Guaranteed Securities, the Guarantor, in
     an involuntary case under the Federal Bankruptcy Code or any other
     applicable federal, state or foreign bankruptcy, insolvency or similar law,
     adjudging the Applicable Issuer or the Guarantor, as applicable, a
     bankrupt, or approving as properly filed a petition seeking reorganization,
     arrangement, adjustment or composition of or in respect of such Issuer or
     the Guarantor, as applicable, under the Federal Bankruptcy Code or any
     other applicable Federal or State bankruptcy, insolvency or similar law, or
     appointing a receiver, liquidator, custodian, assignee, trustee,
     sequestrator (or other similar official) of the Applicable Issuer or the
     Guarantor, as applicable, or of substantially all of its properties, or
     ordering the winding up or liquidation of its affairs, and the continuance
     of any such decree or order unstayed and in effect for a period of 60
     consecutive days; or


          (v)    the institution by the Applicable Issuer or, if the Securities
     of that Series are Guaranteed Securities, the Guarantor, of proceedings to
     be adjudicated a bankrupt, or the consent of such Issuer or the Guarantor,
     as applicable, to the institution of bankruptcy proceedings against it, or
     the filing by that Applicable Issuer or the Guarantor, as applicable, of a
     petition or answer or consent seeking reorganization or relief under the
     Federal Bankruptcy Code or any other applicable Federal, State or foreign
     bankruptcy, insolvency or similar law, or the consent by the Issuer or the
     Guarantor, as applicable, to the filing of any such petition or to the
     appointment of a receiver, liquidator, custodian, assignee, trustee,
     sequestrator (or other similar official) of the Issuer or the Guarantor, as
     applicable, or of substantially all of its properties; or


          (vi)   if Guaranteed Securities are then outstanding, the Guarantor
     repudiates its obligations under the Guarantees, or the Guarantees are
     determined to be unenforceable or invalid or shall, for any reason, cease
     to be in full force or effect; or

          (vii)  any other Event of Default provided with respect to Securities
     of that Series.

      SECTION 7.02. Acceleration of Maturity; Rescission and Annulment.  If an
Event of Default with respect to any Series of Securities for which there are
Securities 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 such Series may declare the principal of all the
Securities of such Series (or, if the Securities of that Series are Original

                                       43
<PAGE>

Issue Discount Securities, such portion of the principal amount as may be
specified in, or determined in accordance with, the terms of that Series) to be
immediately due and payable, by giving a notice in writing to the Applicable
Issuer or, if the Securities of that Series are Guaranteed Securities, the
Guarantor (and to the Trustee if given by Holders), and upon any such
declaration, such amount, together with accrued interest thereof, 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 such Series by written notice to the Issuer and, if
the Securities of that Series are Guaranteed Securities, the Guarantor and the
Trustee, may rescind and annul such declaration and its consequences, and any
Event of Default giving rise to such declaration shall not be deemed to have
occurred, if:

          (i)    the Applicable Issuer or, if the Securities of that Series are
     Guaranteed Securities, the Guarantor has paid or deposited with the Trustee
     a sum sufficient to pay:

                 (A) all overdue installments of interest on all Securities of
          such Series,

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

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

                 (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, the Registrar, any Paying Agent, and their agents and counsel
          and all other amounts due the Trustee under Section 8.07; and

          (ii)   all Events of Default with respect to Securities of that
     Series, other than the nonpayment of the principal of Securities of that
     Series that have become due solely by such declaration of acceleration,
     have been cured or waived as provided in Section 7.13.

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

      SECTION 7.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.  The Applicable Issuer covenants and the Guarantor, as to any
Guaranteed Securities, covenants, that if:

                                       44
<PAGE>

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

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

the Applicable Issuer or the Guarantor will, upon demand of the Trustee, pay to
it, for the benefit of the Holder of any such Security, the whole amount then
due and payable on any Security of that Series for principal, premium, if any,
and interest, with interest upon the overdue principal and premium, if any, and,
to the extent that payment of such interest shall be lawful, upon overdue
installments of interest, at the rate or rates prescribed therefor by the terms
of any Security of that Series; and, in addition thereto, such further amount as
shall be sufficient to cover the reasonable costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and any other amounts due the Trustee under
Section 8.07.

     If the Applicable Issuer or the Guarantor fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Applicable Issuer or the Guarantor
(if such Securities are Guaranteed Securities) or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of such Issuer or the Guarantor (if
such Securities are Guaranteed Securities) or any other obligor upon such
Securities, wherever situated.

     If an Event of Default with respect to any Series of Securities occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities 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 7.04. Trustee May File Proofs of Claim.  In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Applicable Issuer, the Guarantor, if any Guaranteed Securities are
Outstanding at the time, or any other obligor upon the Securities or the
property of the Issuer, the Guarantor, if any Guaranteed Securities are
Outstanding at the time, or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of any Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Issuer or
the Guarantor for the payment of overdue principal, premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise:

          (i)    to file and prove a claim for the whole amount of principal,
     (or, in the case of Original Issue Discount Securities, the portion of the
     stated principal of the Original Issue Discount Securities as may be
     provided in the terms thereof) premium, if any, and

                                       45
<PAGE>


     interest due and unpaid in respect of the Securities and to file such other
     papers or documents as may be necessary or advisable in order to have the
     claims of the Trustee (including any claim for the reasonable compensation,
     expenses, disbursements and advances of the Trustee, its agents and counsel
     and any other amounts due the Trustee under Section 8.07) and of the
     Holders allowed in such judicial proceeding; and


          (ii)   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 to 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 8.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
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 of a Security in any such proceeding.

      SECTION 7.05. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or under the Securities of
any Series, may be prosecuted and enforced by the Trustee without the possession
of any of the Securities of such Series 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 and any other amounts due the Trustee under Section 8.07, be for the
ratable benefit of the Holders of the Securities of such Series in respect of
that such judgment has been recovered.

      SECTION 7.06. Application of Money Collected.  Any money collected by the
Trustee with respect to a Series of Securities 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, premium, if
any, or interest, upon presentation of the Securities of that Series, 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
     8.07 with respect to the Securities of that Series;

          SECOND:  To the payment of the amounts then due and unpaid upon the
     Securities of that Series for principal, premium, if any, and interest 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 Securities of that Series, for principal,
     premium, if any, and interest, respectively.  The Holders of each Series of
     Securities denominated in any composite currency or a Foreign Currency
     shall


                                       46
<PAGE>

     be entitled to receive a ratable portion of the amount determined by the
     Exchange Rate Agent by converting the principal amount Outstanding of that
     Series of Securities and matured but unpaid interest on such Series of
     Securities in the currency in that that Series of Securities is denominated
     into Dollars at the Exchange Rate as of the Business Day immediately
     preceding the date of payment; and

          THIRD:  To the Guarantor in an amount equal to the aggregate amount
     paid by the Guarantor with respect to Securities of that Series pursuant to
     its obligations under any Guarantee or Guarantees less any amounts
     recovered by the Guarantor from the Issuer in respect of the amounts paid
     by the Guarantor pursuant to any Guarantee or Guarantees with respect to
     those Securities;

          FOURTH:  The balance, if any, to the Applicable Issuer.

      SECTION 7.07. 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:

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

          (ii)   the Holders of not less than a majority in principal amount of
     the Outstanding Securities of such Series shall have made written request
     to the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

          (iii)  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;

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

          (v)    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 such Series;

it being understood and intended that no one or more Holders of Securities of
such Series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holders of Securities of such Series or to obtain or to seek
to obtain priority or preference over any other 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 the Holders of Securities of such Series.

      SECTION 7.08. 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, that is absolute and unconditional, to
receive payment of the principal of, premium, if any, and, subject to Section
3.08, interest on such Security on the

                                       47
<PAGE>

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

      SECTION 7.09. Restoration of Rights and Remedies.  If the Trustee or any
Holder of a Security has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case the Applicable Issuer, if such Security
is a Guaranteed Security, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

      SECTION 7.10. Rights and Remedies Cumulative.  Except as otherwise
provided with respect to the replacement or payment of mutilated, lost,
destroyed or stolen Securities in the last paragraph of Section 3.07, 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 7.11. Delay or Omission Not Waiver.  No delay or omission of the
Trustee or of any Holder of any Security 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 7.12. Control by Holders.  The Holders of a majority in principal
amount of the Outstanding Securities of any Series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Securities of such Series; provided that:

          (i)    such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (ii)   the Trustee shall not determine that the action so directed
     would be unjustly prejudicial to the Holders not taking part in such
     direction;

          (iii)  subject to the provisions of Section 8.01, the Trustee shall
     have the right to decline to follow any such direction if the Trustee in
     good faith shall, by a Responsible Officer or Officers of the Trustee,
     determine that the proceeding so directed would involve the Trustee in
     personal liability; and

                                       48
<PAGE>

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

      SECTION 7.13. Waiver of Past Defaults.  The Holders of 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 and its consequences, except a default not theretofore cured:

          (i)    in the payment of the principal of, premium, if any, or
     interest on any Security of such Series; or

          (ii)   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 the Securities of such Series under this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

      SECTION 7.14. Undertaking for Costs.  All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 7.14 shall not apply to
any suit instituted by the Issuer or the Guarantor, to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities
of any Series, or to any suit instituted by any Holder of Securities for the
enforcement of the payment of the principal of, premium, if any, or interest on
any Security on or after the respective Stated Maturities expressed in that
Security (or, in the case of redemption, repurchase or repayment, on or after
the Redemption Date or Repurchase Date).


      SECTION 7.15. Waiver of Stay or Extension Laws.  Each of the Issuers and
the Guarantor covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the performance
of this Indenture.  Each of the Issuers 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.

                                       49
<PAGE>

                                 ARTICLE EIGHT

                                  The Trustee

      SECTION 8.01. Certain Duties and Responsibilities.  (i) Except during the
continuance of an Event of Default with respect to any Series of Securities:

                 (a)  the Trustee undertakes to perform such duties and only
          such duties as are specifically set forth in this Indenture with
          respect to Securities of such Series, and no implied covenants or
          obligations shall be read into this Indenture against the Trustee with
          respect to such Series; and

                 (b)  in the absence of bad faith on its part, the Trustee may
          conclusively rely with respect to that Series, as to the truth of the
          statements and the correctness of the opinions expressed therein, upon
          certificates or opinions furnished to the Trustee and conforming to
          the requirements of this Indenture; but in the case of any such
          certificate or opinions that by any provision hereof are specifically
          required to be furnished to the Trustee, the Trustee shall be under a
          duty to examine the same to determine whether or not they conform as
          to form to the requirements of this Indenture.

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

          (iii)  No provision of this Indenture shall be construed to relieve
     the Trustee from liability for its own negligent action, its own negligent
     failure to act, or its own willful misconduct, except that:

                 (a)  this Section 8.01(iii) shall not be construed to limit the
          effect of Section 8.01(i);


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

                 (c)  the Trustee shall not be liable with respect to any action
          taken, suffered or omitted to be taken by it in good faith in
          accordance with the direction of the Holders of a majority in
          principal amount of the Outstanding Securities of any Series relating
          to the time, method and place of conducting any proceeding for any
          remedy available to the Trustee, or exercising any trust or power
          conferred upon the Trustee, under this Indenture with respect to
          Securities of such Series; and

                 (d)  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

                                       50
<PAGE>

          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.

          (iv)   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 8.01.


      SECTION 8.02. Notice of Default.  Within 90 days after the occurrence of
any default hereunder with respect to Securities of any Series, the Trustee
shall transmit by mail to all Holders of Securities of such Series entitled to
receive reports pursuant to Section 6.02(a) notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of, premium, if any, or interest on any Security of such Series, or in
the payment of any sinking fund installment with respect to Securities of such
Series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities of such Series; and provided further that in the case of any default
of the character specified in Section 7.01(iii) with respect to Securities of
such Series, no such notice to Holders of Securities of such Series shall be
given until at least 90 days after the occurrence thereof.  For the purpose of
this Section 8.02, the term "default," with respect to Securities of any Series,
means any event that is, or after notice or lapse of time, or both, would
become, an Event of Default with respect to Securities of such Series.


      SECTION 8.03. Certain Rights of Trustee.  Except as otherwise provided in
Section 8.01:

          (i)    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, Security or other paper or document believed by it to be genuine and
     to have been signed or presented by the proper party or parties;

          (ii)   any request or direction of the Issuers or the Guarantor of the
     Issuers' or Guarantor's Board of Directors referred to herein shall be
     sufficiently evidenced by a Issuer Request, Issuer Order or Guarantor
     Request and any resolution of the Board of Directors of the Issuers or the
     Guarantor may be sufficiently evidenced by a Board Resolution of the
     Issuers' or the Guarantor's Board of Directors;


          (iii)  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;

          (iv)   the Trustee may consult with counsel and the advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect

                                       51
<PAGE>

     of any action taken, suffered or omitted by it hereunder in good faith and
     in reliance thereon;

          (v)     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 that might be incurred by it in
     compliance with such request or direction;

          (vi)    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, security or other paper or document, but the Trustee, in its
     discretion, may make 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 Applicable Issuer, personally or by
     agent or attorney and, if so requested to do so by any of the Holders, at
     the sole cost and expense of the Holders;


          (vii)   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;

          (viii)  the Trustee shall not be charged with knowledge of any default
     (as defined in Section 8.02) or Event of Default unless either (1) a
     Responsible Officer of the Trustee shall have actual knowledge of such
     default or Event of Default or (2) written notice of such default or Event
     of Default shall have been given to the Trustee by the Issuer, the
     Guarantor or any Holder;

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

          (x)     in the event that the Trustee is also acting as Paying Agent,
     Authenticating Agent or Registrar hereunder, the rights and protections
     afforded to the Trustee pursuant to this Article Eight shall also be
     afforded to such Paying Agent, Authenticating Agent or Registrar.

      SECTION 8.04. 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
Applicable Issuer, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness.  The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities.  The
Trustee shall not be accountable for the use or application by the Issuer of
Securities or the proceeds thereof.

                                       52
<PAGE>

      SECTION 8.05. May Hold Securities.  The Trustee, any Authenticating Agent,
any Paying Agent, the Registrar or any other agent of the Applicable Issuer or
the Guarantor, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 8.08 and 8.13, may otherwise deal
with the Applicable Issuer with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Registrar or such other agent.

      SECTION 8.06. 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 in writing with the
Applicable Issuer and, as to the Guaranteed Securities, the Guarantor.

      SECTION 8.07. Compensation and Reimbursement.  Each Issuer agrees:

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


          (ii)   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 and relating to Securities issued by that Issuer
     (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 the Trustee's negligence or bad faith;
     and

          (iii)  to indemnify the Trustee for, and to hold it harmless against,
     any loss, liability or expense incurred without negligence or bad faith on
     the Trustee's part, arising out of or in connection with the acceptance or
     administration of this trust in connection with the Securities of that
     Issuer, 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.

     As security for the performance of the obligations of an Issuer under this
Section, the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee in connection with the Securities of
that Issuer as such, except funds held in trust for the payment of principal of,
premium, if any, or interest on particular Securities.

     Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 7.01(iv) or (v) as to
the Securities of a Series, the expenses (including the reasonable fees and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration in connection with the Securities of that
Issuer under any applicable bankruptcy, insolvency or other similar law.

                                       53
<PAGE>

     The obligations of the Issuers set forth in this Section 8.07 and any lien
arising hereunder shall survive the resignation or removal of any Trustee, the
discharge of the Issuers' obligations pursuant to Article Eleven of this
Indenture and the termination of this Indenture and the repayment of the
Securities whether at the Stated Maturity or otherwise.

      SECTION 8.08. Disqualification; Conflicting Interests.  If the Trustee has
or shall acquire a conflicting interest within the meaning of Section 310 of the
TIA, the Trustee shall either eliminate such conflicting interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
TIA and this Indenture. To the extent permitted by the TIA, the Trustee shall
not be deemed to have a conflicting interest with respect to the Securities of
any Series by virtue of being Trustee with respect to the Securities of any
particular Series of Securities other than that Series.

      SECTION 8.09. Corporate Trustee Required; Eligibility.  There shall at all
times be a Trustee with respect to each Series of Securities hereunder that
shall 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 exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000, subject to supervision or examination by
Federal or State authority; provided, however, that if Section 310(a) of the TIA
or the rules and regulations of the Commission under the TIA at any time permit
a corporation organized and doing business under the laws of any other
jurisdiction to serve as trustee of an Indenture qualified under the TIA, this
Section 8.09 shall be automatically deemed amended to permit a corporation
organized and doing business under the laws of any such jurisdiction to serve as
Trustee hereunder.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 8.09, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. Neither the Issuer nor any person directly or indirectly controlling,
controlled by or under common control with the Issuer may serve as Trustee. If
at any time the Trustee with respect to any Series of Securities shall cease to
be eligible in accordance with the provisions of this Section 8.09, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article Eight. The Trustee is subject to Section 310(b) of the TIA,
including the optional provision permitted by the second sentence of Section
310(b)(9) of the TIA. The Trustee and any successor Trustee shall always satisfy
the requirements of TIA (S)310(a)(1), (2) and (5).


      SECTION 8.10. Resignation and Removal; Appointment of Successor Trustee.

          (i)    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 under Section 8.11.

          (ii)   The Trustee may resign with respect to any Series of Securities
     at any time by giving written notice thereof to the Applicable Issuer.  If
     an instrument of acceptance by a successor Trustee shall not have been
     delivered to the resigning 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 Securities of such Series.

                                       54
<PAGE>

          (iii)  The Trustee may be removed with respect to any Series of
Securities at any time 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 Applicable Issuer.

          (iv)   If at any time:

                 (a)  the Trustee shall fail to comply with Section 8.08 with
respect to any Series of Securities after written request therefor by the
Applicable Issuer or by any Holder who has been a bona fide Holder of a Security
of such Series for at least six months; or

                 (b)  the Trustee shall cease to be eligible under Section 8.09
with respect to any Series of Securities and shall fail to resign after written
request therefor by the Applicable Issuer or by any Holder of Securities of such
Series; or

                 (c)  the Trustee shall become incapable of acting with respect
to any Series of Securities or shall be adjudged a bankrupt or insolvent or a
receiver 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, (1) the Applicable Issuer by a Board Resolution may
remove the Trustee with respect to such Series, or (2) subject to Section 7.14,
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 removal of the Trustee and
the appointment of a successor Trustee with respect to such Series.

          (v)    If the Trustee shall resign, be removed or become incapable of
acting with respect to any Series of Securities, or if a vacancy shall occur in
the office of Trustee with respect to any Series of Securities for any cause,
the Applicable Issuer, 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 8.11. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to such Series of
Securities shall be appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities of such Series delivered to the
Applicable Issuer and the retiring Trustee with respect to such Series, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to such Series and to
that extent supersede the successor Trustee appointed by the Applicable Issuer
with respect to such Series. If no successor Trustee with respect to such Series
shall have been so appointed by the Applicable Issuer or the Holders of
Securities of such Series and accepted appointment in the manner hereinafter
provided, 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 such Series.

                                       55
<PAGE>

          (vi)   The Applicable Issuer shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any Series and
each appointment of a successor Trustee with respect to the Securities of any
Series by mailing written notice of that event by first-class mail, postage
prepaid, to the Holders of Registered Securities of that Series as their names
and addresses appear in the Register. Each notice shall include the name of the
successor Trustee with respect to the Securities of such Series and the address
of its Principal Corporate Trust Office.

      SECTION 8.11. Acceptance of Appointment by Successor Trustee.   (i) In the
case of the appointment hereunder of a successor Trustee with respect to any
Series of Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Applicable Issuer and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective with respect to all or any Series
as to that it is resigning as Trustee, and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to all or any
such Series; but, on request of the Applicable Issuer or such 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 such retiring Trustee with respect to all or any such Series; and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to all or any
such Series, subject nevertheless to its lien, if any, provided for in Section
8.07.

          (ii)   In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) Series, the
Applicable Issuer, the retiring Trustee and each successor Trustee with respect
to the Securities of one or more Series shall execute and deliver a Supplemental
Indenture wherein each successor Trustee shall accept such appointment and that
(a) 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, (b)
if the retiring Trustee is not retiring with respect to all Series of
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 (c) 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 Applicable Issuer or any
successor Trustee, such retiring
                                       56
<PAGE>

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 that the appointment of such successor
Trustee relates, subject nevertheless to its lien, if any, provided for in
Section 8.07.

          (iii)  Upon request of any such successor Trustee, the Applicable
Issuer 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 (i) or (ii) of this Section, as the case may be.

          (iv)   No successor Trustee with respect to a Series of Securities
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible with respect to such Series
under this Article.

      SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business
of Trustee.  Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided that such corporation shall be 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 8.13. Preferential Collection of Claims Against Issuer.  The
Trustee is and shall be subject to the provisions of TIA (S)311(a).  There shall
be excluded from the operation of TIA (S)311(a) for all purposes, each creditor
relationship described or listed in TIA (S)311(b).  A Trustee that has resigned
or been removed shall be subject to and shall comply with TIA (S)311(a) to the
extent required thereby.

      SECTION 8.14. Appointment of Authenticating Agents.  The Trustee may
appoint an Authenticating Agent or Agents, that may include any Affiliate of an
Issuer or the Guarantor, with respect to one or more Series of Securities.  Such
Authenticating Agent or Agents shall, at the option of the Trustee be authorized
to act on behalf of the Trustee to authenticate Securities of such Series issued
upon original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.07, 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. Whenever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication or the delivery of
Securities to the Trustee for authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent, a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent and delivery of Securities to the
Authenticating Agent on behalf of the Trustee. Each Authenticating Agent shall
be acceptable to the Issuers and the Guarantor and shall at all times be a
corporation organized and doing business under the laws of the United States of
America,


                                       57
<PAGE>

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
$5,000,000 and subject to supervision or examination by Federal or State
authority. Notwithstanding the foregoing, an Authenticating Agent located
outside the United States may be appointed by the Trustee if previously approved
in writing by an Issuer and if such Authenticating Agent meets the minimum
capitalization requirements of this Section 8.14. 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 and to the Issuers and the Guarantor.  The Trustee may at
any time (and upon request by the Applicable Issuer shall) terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Issuers and the Guarantor.  Upon receiving such
a notice of resignation or upon such 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 that shall be acceptable to the Issuers and the Guarantor.  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.

     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 alternate
certificate of authentication substantially in the following form:


     This is one of the Securities of the Series designated as set forth in the
within-mentioned Indenture that is issued under the within-mentioned Indenture.


                                 BANK ONE TRUST COMPANY, NA,
                                 as Trustee,



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



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


                                       58
<PAGE>

                                 ARTICLE NINE

                            Supplemental Indentures

      SECTION 9.01. Supplemental Indentures Without Consent of Holders.  Without
the consent of any Holder of any Securities, an Issuer, 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
Supplemental Indentures, in form satisfactory to the Trustee, for any of the
following purposes:


          (i)    to evidence the succession of another corporation or Person to
     the Applicable Issuer or the Guarantor, and the assumption by any such
     successor of the covenants of the Issuer or the Guarantor herein and in the
     Securities contained; or


          (ii)   to evidence and provide for the acceptance of appointment by
     another corporation as a successor Trustee hereunder with respect to one or
     more Series of Securities and to add to or change any of the provisions of
     this Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, pursuant
     to Section 8.11; or

          (iii)  to add to the covenants of the Applicable Issuer or the
     Guarantor, for the benefit of the Holders of Securities 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 that Series or those
     Series specified in such Supplemental Indenture), or to surrender any right
     or power herein conferred upon the Issuer; or


          (iv)   to cure any ambiguity, to correct or supplement any provision
     herein that may be inconsistent with any other provision herein, or to make
     any other provisions with respect to matters or questions arising under the
     Indenture; provided that such action shall not adversely affect the
     interests of the Holders of Securities of any Series in any material
     respect; or

          (v)    to add any additional Events of Default with respect to all or
     any Series of the Securities (and, if such Event of Default is applicable
     to less than all Series of Securities, specifying the Series to which such
     Event of Default is applicable); or

          (vi)   to add to, change or eliminate any of the provisions of this
     Indenture; provided that any such addition, change or elimination (a) shall
     become effective only when there is no Security Outstanding of any Series
     created prior to the execution of such Supplemental Indenture that is
     adversely affected by such change in or elimination of such provision or
     (b) shall not apply to any Securities Outstanding; or

          (vii)  to establish the form or terms of Securities of any Series as
     permitted by Sections 2.02 and 3.01; or

                                       59
<PAGE>

          (viii) to add to or change any provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the issuance of
     Securities convertible into or exchangeable for other securities; or

          (ix)   to evidence any changes to Section 8.09 as permitted by the
     terms thereof; or

          (x)    to comply with requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the TIA; or

          (xi)   to add to or change or eliminate any provision of this
     Indenture as shall be necessary or desirable in accordance with any
     amendments to the TIA; provided such action shall not adversely affect the
     interest of Holders of Securities of any Series.


      SECTION 9.02. Supplemental Indentures With Consent of Holders.  (a) With
the consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of all Series affected by such Supplemental
Indenture or Indentures (acting as one class), by Act of said Holders delivered
to the Applicable Issuer, the Guarantor and the Trustee, the Applicable Issuer,
when authorized by a Board Resolution, the Guarantor, when authorized by a Board
Resolution, and the Trustee may enter into an Indenture or Supplemental
Indenture 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 each 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:


          (i)    change the Maturity of the principal of, or the Stated Maturity
     of any installment of interest (or premium, if any) on, any Security, or
     reduce the principal amount thereof or any premium thereon or the rate of
     interest thereon or change the method or methods for determining the rate
     of interest thereon or change the obligation of the Issuer to pay
     additional amounts pursuant to Section 5.04 (except as contemplated by
     Section 10.01(i) and permitted by Section 9.01), or reduce the amount of
     the principal of an Original Issue Discount Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof pursuant
     to Section 7.02 or a repurchase, repayment or redemption of any Securities
     affected, or change the method of calculating interest thereon or the coin
     or currency in which any Security, premium, if any, thereon, or the
     interest thereon is payable, or reduce the minimum rate of interest
     thereon, 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, repayment or repurchase on or after the Redemption Date or
     Repurchase Date);

          (ii)   reduce the percentage in principal amount of the Outstanding
     Securities of any Series, the consent of whose Holders is required for any
     such Supplemental Indenture or the consent of whose Holders is required for
     any waiver of certain defaults hereunder and their consequences) provided
     for in this Indenture or reduce the requirements of Section 14.04 for a
     quorum;

                                       60
<PAGE>

          (iii)  change any obligation of the Applicable Issuer to maintain an
     office or agency in the places and for the purposes specified in Section
     5.02;

          (iv)   modify any of the provisions of this Section 9.02 or Section
     7.13, except to increase any such percentage or to provide that certain
     other provisions of this Indenture cannot be modified or waived; or


          (v)    change in any manner adverse to the interests of the Holders of
     any Outstanding Securities the terms and conditions of the obligations of
     the Guarantor (in the case of Guaranteed Securities) in respect of the due
     and punctual payment of the principal (or, if the context so requires,
     lesser amount in the case of Original Issue Discount Securities) thereof
     and premium, if any, and interest thereon or any additional amounts or any
     sinking fund or analogous payments provided in respect thereof.


     (b)  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.

     (c)  A Supplemental Indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular Series of Securities, or that 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 9.03. Execution of Supplemental Indentures.  In executing, or
accepting the additional trusts created by, any Supplemental Indenture permitted
by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
8.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such Supplemental Indenture is authorized or permitted by
and complies with this Indenture. The Trustee may, but shall not be obligated
to, enter into any such Supplemental Indenture that affects the Trustee's own
rights, liabilities, duties or immunities under this Indenture or otherwise.


      SECTION 9.04. Effect of Supplemental Indentures.  Upon the execution of
any Supplemental Indenture under this Article Nine, 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 9.05. Conformity with Trust Indenture Act.  Every Supplemental
Indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.


      SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any Supplemental
Indenture pursuant to this Article Nine may, and shall, if required by the
Trustee, bear a notation in form approved by the


                                       61
<PAGE>

Trustee as to any matter provided for in such Supplemental Indenture. If the
Applicable Issuer shall so determine, new Securities so modified as to conform,
in the opinion of the Trustee and the Applicable Issuer, to any such
Supplemental Indenture may be prepared and executed by the Applicable Issuer and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.

                                  ARTICLE TEN

          Amalgamation, Consolidation, Merger, Conveyance or Transfer

      SECTION 10.01.  Issuer May Consolidate Only on Certain Terms.  So long as
any Security remains Outstanding, the Applicable Issuer shall not amalgamate or
consolidate with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person or enter into
any reorganization or arrangement, unless:

          (i)    either

                 (A) the Applicable Issuer shall be the surviving or continuing
          entity or the Person formed by such amalgamation, consolidation or
          into which such Issuer is merged or the Person that acquires by
          conveyance or transfer the properties and assets of the Issuer
          substantially as an entirety is an entity organized under the laws of
          a state of the United States of America or, if the Issuer is a
          Financing Subsidiary, under the laws of a state of the United States
          of America or the laws of the Cayman Islands, and has expressly
          assumed by a Supplemental Indenture, executed and delivered to the
          Trustee, in form satisfactory to the Trustee, the due and punctual
          payment of the principal of, premium, if any, and interest (including
          all additional amounts, if any, payable pursuant to Section 5.04) on
          all the Securities and the due and punctual performance of every
          covenant of this Indenture on the part of the Applicable Issuer to be
          performed or observed, and the Issuer has delivered to the Trustee (x)
          an Opinion of Counsel to the effect that Holders will not recognize
          income, gain or loss for federal income tax purposes as a result of
          such amalgamation, consolidation, merger, conveyance or transfer
          transaction involving the Applicable Issuer, 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 transaction had not
          been effected, which Opinion of Counsel shall be based upon (and
          accompanied by a copy of) a ruling of the Internal Revenue Service to
          the same effect unless there has been a change in applicable Federal
          income tax law after the Closing Date such that a ruling is no longer
          required or (y) a ruling directed to the Trustee received from the
          Internal Revenue Service to the same effect as the aforementioned
          Opinion of Counsel; or



                 (B) the Guarantor has, prior to such amalgamation,
          consolidation, merger, conveyance or transfer transaction involving
          the Issuer, expressly assumed, by a Supplemental Indenture, executed
          and delivered to the Trustee, in form satisfactory to the Trustee, the
          due and punctual payment of the principal of, premium, if any, and
          interest (including all additional amounts, if any, payable pursuant
          to Section 5.04) on all the Securities and the due and punctual

                                       62
<PAGE>

          performance of every covenant of this Indenture on the part of the
          Issuer to be performed or observed;

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

          (iii)  the Applicable Issuer has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel each stating that such amalgamation,
     consolidation, merger, conveyance or transfer and such Supplemental
     Indenture comply with this Article Ten and that all conditions precedent
     herein provided for relating to such transaction have been complied with.


     SECTION 10.02  Guarantor May Consolidate Only on Certain Terms.  So long as
any Guaranteed Security remains Outstanding, the Guarantor shall not amalgamate
or consolidate with or merge into any other corporation or convey or transfer
its properties and assets as an entirety to any Person or enter into any
reorganization or arrangement, unless:

          (i)    the Guarantor shall be the surviving corporation or a
     continuing corporation, or the Person formed by such amalgamation or
     consolidation or into which the Guarantor is merged or the Person that
     acquires by conveyance or transfer the properties and assets of the
     Guarantor substantially as an entirety is a corporation incorporated under
     the laws of the United States, and shall expressly assume, by a
     Supplemental Indenture, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment of the principal
     of, premium, if any, and interest (including, without limitation, all
     additional amounts, if any, payable pursuant to Section 5.04) on all the
     Guaranteed Securities and the due and punctual performance of every
     covenant of this Indenture and the Guarantee on the part of the Guarantor
     to be performed or observed;


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

          (iii)  the Guarantor has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel each stating that such amalgamation,
     consolidation, merger, conveyance or transfer and such Supplemental
     Indenture comply with this Article Ten and that all conditions precedent
     herein provided for relating to such transaction have been complied with.


     SECTION 10.03  Successor Corporation Substituted.  Upon any amalgamation,
consolidation, merger, reorganization or arrangement or any conveyance or
transfer of the properties and assets of the Applicable Issuer or the Guarantor
substantially as an entirety in accordance with Section 10.01 or 10.02, the
successor Person formed by such amalgamation or consolidation or into which the
Applicable Issuer or the Guarantor is merged or to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, such Issuer or the Guarantor, as the case may be,
under this Indenture with the same effect as


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<PAGE>


if such successor Person had been named as the Issuer or the Guarantor herein.
In the event of any such conveyance or transfer, the Applicable Issuer or the
Guarantor, as the case may be, as the predecessor corporation shall be relieved
of all obligations and covenants under this Indenture, the Securities, the
Guaranteed Securities and/or the Guarantees, as the case may be, and may be
dissolved, wound up and liquidated at any time thereafter. Such successor Person
thereupon may cause to be signed, and may issue either in its own name or in the
name of such Issuer or Guarantor, as the case may be, any or all of Securities
of any Series issuable and, in the case of Guaranteed Securities, the Guarantee
annexed thereto or endorsed thereon, hereunder which theretofore shall not have
been signed by such Issuer or Guarantor, and delivered to the Trustee. All
Securities so issued and Guarantees endorsed thereon shall in all respects have
the same legal rank and benefit under this Indenture as Securities and
Guarantees theretofore or thereafter issued, or annexed or endorsed in
accordance with the terms of this Indenture as though all of such Securities and
Guarantees had been issued, or endorsed at the date of the execution hereof.


                                ARTICLE ELEVEN

                          Satisfaction and Discharge

   SECTION 11.01.  Option to Effect Legal Defeasance or Covenant Defeasance.

     An Issuer may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 11.02 or 11.03 be applied to all outstanding Securities upon
compliance with the conditions set forth below in this Article Eleven.

      SECTION 11.02.  Legal Defeasance and Discharge.  Upon an Issuer's exercise
under Section 11.01 of the option applicable to this Section 11.02, an Issuer
and the Guarantor, as applicable, shall, subject to the satisfaction of the
applicable conditions set forth in Section 11.04, be deemed to have been
discharged from its obligations with respect to all outstanding Securities and
Guarantees, as applicable, on the date the conditions set forth below are
satisfied (hereinafter, "Legal Defeasance").  For this purpose, Legal Defeasance
means that the Applicable Issuer shall be deemed to have paid and discharged the
entire indebtedness represented by the outstanding Securities and the Guarantor
shall be deemed to have paid and discharged the entire indebtedness represented
by the outstanding Guarantees, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 11.05 and the other Sections of
this Indenture referred to in clauses (a) and (b) below, and to have satisfied
all its other obligations under such Securities, such Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Applicable
Issuer, shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Securities to
receive solely from the trust fund described in Section 11.04, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest and Additional Interest, if any, on such Securities when such
payments are due, (b) the Applicable Issuer's obligations with respect to such
Securities under Article Two, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Applicable Issuer's obligations in
connection therewith and (d) this Article Eleven. Subject to compliance with
this Article Eleven, the


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<PAGE>

Issuer may exercise its option under this Section 11.02 notwithstanding the
prior exercise of its option under Section 11.03.

      SECTION 11.03.  Covenant Defeasance.  Upon an Issuer's exercise under
Section 11.01 of the option applicable to this Section 11.03, subject to the
satisfaction of the applicable conditions set forth in Section 11.04, the
Applicable Issuer and the Guarantor shall be released from their respective
obligations under Article Five, in each case on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Securities and the Guarantees shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes).  For this purpose, Covenant Defeasance
means that, with respect to the outstanding Securities, the Applicable Issuer
and the Guarantor may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 7.01, but, except as
specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby. In addition, upon the Applicable Issuer's exercise under
Section 11.01 of the option applicable to this Section 11.03, subject to the
satisfaction of the applicable conditions set forth in Section 11.04, Section
7.01 shall not constitute Events of Default.


      SECTION 11.04.  Conditions to Legal or Covenant Defeasance.  The following
shall be the conditions to the application of either Section 11.02 or 11.03 to
the outstanding Securities:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1)    an Issuer must irrevocably deposit or cause to be deposited
with the Trustee, in trust, for the benefit of the Holders of the Securities,
U.S. legal tender, Government Obligations or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any,
interest on such Securities on the Stated Maturity for payment thereof or on the
redemption date of such principal or installment of principal of, premium, if
any, or interest on such Securities (and the Issuer must specify whether the
Securities are being defeased to maturity or to a particular redemption date),
and the Holders of Securities must have a valid, perfected, exclusive security
interest in such trust;


          (2)    in the case of an election under Section 11.02, the Applicable
Issuer shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that (A) the Issuer has
received from, or there has been published by the Internal Revenue Service, a
ruling or (B) 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 of Counsel shall confirm that, the Holders of such
Securities will not


                                       65
<PAGE>


recognize income, gain or loss for Federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;


          (3)    in the case of an election under Section 11.03, the Applicable
Issuer shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to such Trustee confirming that the Holders of such
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such Covenant Defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;


          (4)    no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit);

          (5)    such Legal Defeasance or Covenant Defeasance shall not result
in a breach or violation of, or constitute a default under this Indenture or any
other material agreement or instrument to which the Applicable Issuer or any of
its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is
bound;

          (6)    the Applicable Issuer shall have delivered to the Trustee an
Opinion of Counsel in the United States reasonably acceptable to such Trustee
confirming that, after the 91st day following such deposit, the deposited funds
will not be part of any "estate" formed by the bankruptcy of the Applicable
Issuer or subject to the "automatic stay" under the Bankruptcy Code or, in the
case of Covenant Defeasance, will be subject to a first priority Lien in favor
of the Trustee for the benefit of the Holders;

          (7)    the Applicable Issuer shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by such Issuer with
the intent of preferring the Holders of such Securities over any other creditors
of such Issuer or with the intent of defeating, hindering, delaying or
defrauding any other creditors of such Issuer or the Guarantor, as applicable,
or others; and

          (8)    the Applicable Issuer shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that the
conditions precedent provided for in such documents have been complied with.


     If the funds deposited with the Trustee to effect Covenant Defeasance are
insufficient to pay the principal of, premium, if any, and interest on the
Securities when due, then the obligations of the Applicable Issuer and the
Guarantor under this Indenture will be revived, no such defeasance shall be
deemed to have occurred and, at the request of the Applicable Issuer, the
Trustee will return to the Issuer the funds deposited by the Issuer to effect
the Covenant Defeasance.

      SECTION 11.05.  Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions.  Subject to Section 11.06, all money and
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying

                                       66
<PAGE>

trustee, collectively for purposes of this Section 11.05, the "Trustee")
pursuant to Section 11.04 in respect of the outstanding Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal, premium, if any, and interest (and Additional
Interest, if any), but such money need not be segregated from other funds except
to the extent required by law.

     The Applicable Issuer and the Guarantor shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or
Government Obligations deposited pursuant to Section 11.04 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.


     Anything in this Article Eleven to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the request of
the Applicable Issuer any money or Government Obligations held by it as provided
in Section 11.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
11.04), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


      SECTION 11.06.  Repayment to Issuer.  Any money deposited with the Trustee
or any Paying Agent, or then held by an Issuer, in trust for the payment of the
principal of, premium, if any, or interest on any Security 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 Issuer on its written request or
(if then held by the Issuer) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as a creditor, look only to the Applicable
Issuer for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Applicable
Issuer 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 Issuer cause to be published once, in the New York
Times and The Wall Street Journal (national edition), 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 notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer.


      SECTION 11.07.  Reinstatement.  If the Trustee or Paying Agent is unable
to apply any United States legal tender or Government Obligations in accordance
with Section 11.02 or 11.03, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Applicable Issuer's obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 11.02 or 11.03 until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 11.02 or 11.03, as the case may be; provided, however,
that, if the Issuer makes any payment of principal of, premium, if any, or
interest on any Security following the reinstatement of its obligations, the

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<PAGE>

Issuer shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.

      SECTION 11.08.  Satisfaction and Discharge of Indenture.  This Indenture
shall 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 rights to receive payments thereon and any right to receive additional
amounts, as provided in Section 5.04), and the Trustee, on receipt of an Issuer
Request and at the expense of the Applicable Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Applicable Issuer and the Guarantor, when:

          (i)    either

                 (a)     all Securities theretofore authenticated and delivered
          (other than (1) Securities that have been destroyed, lost or stolen
          and which have been replaced or paid as provided in Section 3.07, and
          (2) Securities for whose payment money has theretofore been deposited
          in trust or segregated and held in trust by the Applicable Issuer and
          thereafter repaid to the Issuer or discharged from such trust, as
          provided in Section 5.03) have been delivered to the Trustee for
          cancellation; or

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

                         (1)  have become due and payable, or

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

                         (3)  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 Applicable Issuer,


          and the Applicable Issuer, in the case of clause (b) (1), (2) or (3)
          above, has deposited or caused to be deposited with the Trustee, as
          trust funds in trust for the purpose, an amount sufficient to pay and
          discharge the entire indebtedness on such Securities not theretofore
          delivered to the Trustee for cancellation, for principal, premium, if
          any, and interest to the date of such deposit (in the case of
          Securities that have become due and payable), or to the Maturity or
          Redemption Date, as the case may be;


               (ii)   the Applicable Issuer or, as to all Guaranteed Securities,
          the Guarantor has paid or caused to be paid all other sums payable
          hereunder by the Applicable Issuer or the Guarantor as the case may
          be; and

               (iii)  the Applicable Issuer has delivered to the Trustee an
          Officers' Certificate and an Opinion of Counsel each stating that all
          conditions precedent herein provided


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<PAGE>

        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 Applicable Issuer to the Trustee under Section 8.07 and, if
money shall have been deposited with the Trustee pursuant to clause (i)(b) of
this Section 11.08, the obligations of the Trustee under Section 11.02 and the
last paragraph of Section 5.03 shall survive.


     SECTION 11.09. Application of Trust Money. Subject to the provisions of the
last paragraph of Section 5.03, all money deposited with the Trustee pursuant to
Section 11.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and, as to the Guaranteed Securities, the
Guarantees, and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as its own Paying Agent), as the
Trustee may determine, to the Persons entitled thereto, of the principal,
premium, if any, and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.

     SECTION 11.10. Reinstatement. If the Trustee or any Paying Agent is unable
to apply any money in accordance with Section 11.02 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuer's obligations under this Indenture and if such order or judgment is
applicable to any Series, the Guarantor's obligations under this Indenture and
the Guarantees as to that Series and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.01 until
such time as the Trustee or any Paying Agent is permitted to apply all such
money in accordance with Section 11.02.

                                ARTICLE TWELVE

        Immunity of Incorporators, Stockholders, Officers and Directors

     SECTION 12.01. Exemption from Individual Liability. No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Issuers or the Guarantor or of any successor
corporation, either directly or through the Issuers or the Guarantor, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder and the Guarantees are solely
corporate obligations of the Issuers and the Guarantor, as the case may be, and
that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such, of
the Issuers or the Guarantor or of any successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in

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<PAGE>

any of the Securities or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of the Securities.

                               ARTICLE THIRTEEN

                                 Sinking Funds

     SECTION 13.01. Applicability of Article. The provisions of this Article
Thirteen shall be applicable to any sinking fund for the retirement of
Securities of a Series except as otherwise specified in the terms of that Series
as established in accordance with Section 3.01. 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 13.02. 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 13.02. Satisfaction of Sinking Fund Payments with Securities. The
Issuer (i) may deliver Outstanding Securities of a Series (other than any
previously called for redemption), and (ii) may apply as a credit Securities of
a Series that have been redeemed either at the election of the Issuer 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 or calculated in accordance with such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

     SECTION 13.03. Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any Series of Securities, the
Issuer will deliver to the Trustee and the Registrar an Officers' Certificate
specifying (i) the amount of the next ensuing sinking fund payment for the
Securities of that Series pursuant to the terms of the Securities of that
Series, (ii) the portion thereof, if any, that is to be satisfied by payment of
cash and the portion thereof, if any, that is to be satisfied by delivering and
crediting Securities of that Series pursuant to Section 13.02, and (iii) that
none of such Securities has theretofore been so credited, and stating the basis
for such credit, and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each sinking fund payment date the
Registrar shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 4.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Issuer
in the manner provided in Section 4.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 4.06 and 4.07 and shall be subject to Section 4.08.

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                               ARTICLE FOURTEEN

                       Meetings of Holders of Securities

     SECTION 14.01. Purposes for Which Meetings May Be Called. A meeting of
Holders of Securities of any Series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other Act provided by this
Indenture to be made, given or taken by Holders of Securities of such Series.

     SECTION 14.02. Call, Notice and Place of Meetings. (i) The Trustee may at
any time call a meeting of Holders of Securities of any Series for any purpose
specified in Section 14.01, to be held at such time and at such place, in the
Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any Series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in Section
1.06, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.

               (ii)  If at any time the Applicable Issuer or, as to any Series
of Guaranteed Securities, the Guarantor, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities of any
such Series shall have requested the Trustee to call a meeting of the Holders of
Securities of such Series for any purpose specified in Section 14.01, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Applicable Issuer, the Guarantor or the Holders of Securities of such Series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in
Section 14.02(i).


     SECTION 14.03. Persons Entitled to Vote at Meetings. To be entitled to vote
at any meeting of Holders of Securities of any Series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such Series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such Series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any Series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Issuer and its counsel and, if Holders of
Guaranteed Securities are entitled to vote at such meeting, representatives of
the Guarantor and its counsel.

     SECTION 14.04. Quorum; Action. The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a Series shall constitute a
quorum for a meeting of Holders of Securities of such Series; provided, however,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly

                                       71
<PAGE>

provides may be given by the Holders of a greater percentage in principal amount
of the Outstanding Securities of a Series, the Persons entitled to vote such
greater percentage in principal amount of the Outstanding Securities of such
Series shall constitute a quorum. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such Series, be dissolved. In the
absence of a quorum in any other case the meeting may be adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairperson of the meeting prior
to the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 14.02(i), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such Series that shall
constitute a quorum.

     Except as limited by the provisos to Section 9.02, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of the Series;
provided, however, that, except as limited by the provisos to Section 9.02, any
resolution with respect to any consent or waiver that this Indenture expressly
provides may be given by the Holders of a greater percentage in principal amount
of the Outstanding Securities of a Series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of such greater percentage in
principal amount of the Outstanding Securities of that Series; and provided
further that, except as limited by the provisos to Section 9.02, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act that this Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage, that is less than a majority in
principal amount of the Outstanding Securities of a Series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that Series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any Series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such Series, whether or not present
or represented at the meeting.

       SECTION 14.05. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

               (a)  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such Series in regard to proof of the
holding of Securities of such Series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as

                                       72
<PAGE>

otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.04 and the
appointment of any proxy shall be proved in the manner specified in Section
1.04. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.04 or other proof.

               (b)  The Trustee shall, by an instrument in writing, appoint a
temporary chairperson of the meeting, unless the meeting shall have been called
by the Applicable Issuer or by Holders of Securities as provided in Section
14.02(ii), in which case the Issuer, the Guarantor or the Holders of Securities
of the Series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairperson. A permanent chairperson and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such Series
represented at the meeting.


               (c)  At any meeting each Holder of a Security of such Series or
proxy shall be entitled to one vote for each $1,000 principal amount (or the
equivalent in ECU, any other composite currency or a Foreign Currency) of
Securities of such Series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairperson of the meeting not to
be Outstanding. The chairperson of the meeting shall have no right to vote,
except as a Holder of a Security of such Series or proxy.

               (d)  Any meeting of Holders of Securities of any Series duly
called pursuant to Section 14.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such Series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

      SECTION 14.06. Counting Votes and Recording Action of Meetings. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
Series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such Series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such Series held or represented by them.  The permanent chairperson of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting.  A record, with at least four copies thereof, of the
proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 14.02 and, if applicable, Section 14.04.
Each copy shall be signed and verified by the affidavits of the permanent
chairperson and secretary of the meeting and one such copy shall be delivered to
the Applicable Issuer, if Holders of Guaranteed Securities were entitled to vote
at the meeting, the Guarantor and another to the


                                       73
<PAGE>

Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                ARTICLE FIFTEEN

                                 Miscellaneous

      SECTION 15.01. Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original, which taken together shall
constitute but one and the same instrument.


    Bank One Trust Company, NA hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

                                       74
<PAGE>

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


{SEAL}                                  WAL-MART STORES, INC.

Attest:
Anthony D. George                       By:  /s/ Rick W. Brazile
__________________________________           ___________________________________
                                             Name:  Rick W. Brazile
                                             Title: Vice President of Planning
                                                    and Analysis

{SEAL}                                  WAL-MART CAYMAN (EURO) FINANCE CO.

Attest:
Anthony D. George                       By:  /s/ Rick W. Brazile
__________________________________           __________________________________
                                             Name:  Rick W. Brazile
                                             Title: Director

{SEAL}                                  WAL-MART CAYMAN (CANADIAN)
                                        FINANCE CO.
Attest:
Anthony D. George
__________________________________      By:  /s/ Rick W. Brazile
                                             __________________________________
                                             Name:  Rick W. Brazile
                                             Title: Director

{SEAL}                                  WAL-MART CAYMAN (STERLING) FINANCE
                                        CO.
Attest:
Anthony D. George
__________________________________      By:  /s/ Rick W. Brazile
                                             __________________________________
                                             Name:  Rick W. Brazile
                                             Title: Director

{SEAL}                                  BANK ONE TRUST COMPANY, NA, as Trustee

Attest:
Christopher Holly                      By:  /s/ Benita Pointer
__________________________________          ____________________________________
                                            Name:   Benita Pointer
                                            Title:  Assistant Vice President
                                       75
<PAGE>

STATE OF ARKANSAS        (S)
                         (S)       ss.:
COUNTY OF BENTON         (S)

     On July 6, 2001, before me personally came to me known, Rick W. Brazile,
who, being by me duly sworn, did depose and say that he works at 702 S.W. 8th
St., Bentonville, Arkansas; that he is Vice President of Planning and Analysis
of WAL-MART STORES, INC., one of the parties described in and which executed the
foregoing instrument; that he knows the corporate 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.


                                                /s/ Jolinn Deason
                                               ---------------------------
                                                       Notary Public


{Notarial Seal}



STATE OF ARKANSAS        (S)
                         (S)       ss.:
COUNTY OF BENTON         (S)

     On July 6, 2001, before me personally came to me known, Rick W. Brazile,
who, being by me duly sworn, did depose and say that he works at 702 S.W. 8th
St., Bentonville, Arkansas; that he is Director of WAL-MART CAYMAN (EURO)
FINANCE CO. and one of the parties described in and which executed the foregoing
instrument; that he knows the corporate 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.


                                                /s/ Jolinn Deason
                                               ---------------------------
                                                       Notary Public


{Notorial Seal}

                                       76
<PAGE>

STATE OF Arkansas        (S)
                         (S)       ss.:
COUNTY OF Benton         (S)

     On July 6, 2001, before me personally came to me known, Rick W. Brazile,
who, being by me duly sworn, did depose and say that he works at 702 S.W. 8th
St., Bentonville, Arkansas; that he is Director of WAL-MART CAYMAN (CANADIAN)
FINANCE CO. and one of the parties described in and which executed the foregoing
instrument; that he knows the corporate 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.

                                                       /s/ Jolinn Deason
                                                ________________________________
                                                            Notary Public

{Notarial Seal}



STATE OF Arkansas        (S)
                         (S)       ss.:
COUNTY OF Benton         (S)

     On July 6, 2001, before me personally came to me known, Rick W. Brazile,
who, being by me duly sworn, did depose and say that he works at 702 S.W. 8th
St., Bentonville, Arkansas; that he is Director of WAL-MART CAYMAN (STERLING)
FINANCE CO. and one of the parties described in and which executed the foregoing
instrument; that he knows the corporate 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.

                                                       /s/ Jolinn Deason
                                                ________________________________
                                                            Notary Public

{Notarial Seal}

                                       77
<PAGE>

STATE OF ILLINOIS        (S)
                         (S)       ss.:
COUNTY OF COOK           (S)

     On July 6, 2001, before me personally appeared Benita Pointer, to me known,
who, being by me duly sworn, did depose and say that she works at 70 West
Madison, 13th Floor, Chicago, Illinois 60670; that she is an Assistant Vice
President of BANK ONE TRUST COMPANY, NA, one of the parties described in and
which executed the foregoing instrument; that she knows the corporate 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.


                                               /s/ Darla Coulson
                                               --------------------------------
                                                         Notary Public

{Notarial Seal}

                                       78