Exhibit
4.4




 





 


 


 


CVS
CORPORATION, Company



and



THE BANK OF NEW YORK TRUST COMPANY, N.A.,
Trustee





SENIOR INDENTURE



Dated as of          , 2006














 


 


 


 


 





 


 

















 


TABLE OF CONTENTS










	
   

  	
  PAGE

  
	
  ARTICLE 1

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
  Section 1.01.  Definitions.

  	
  1

  
	
  Section 1.02.  Other Definitions

  	
  8

  
	
  Section 1.03.  Incorporation by Reference of Trust
  Indenture Act

  	
  8

  
	
  Section 1.04.  Rules of Construction

  	
  8

  
	
  ARTICLE
  2

  
	
  THE DEBT SECURITIES

  
	
  Section 2.01.  Form and Dating

  	
  9

  
	
  Section 2.02.  Execution and Authentication

  	
  9

  
	
  Section 2.03.  Amount Unlimited; Issuable in Series

  	
  11

  
	
  Section 2.04.  Denomination and Date of Debt Securities;
  Payments of Interest

  	
  13

  
	
  Section 2.05.  Registrar and Paying Agent; Agents
  Generally

  	
  14

  
	
  Section 2.06.  Paying Agent to Hold Money in Trust

  	
  14

  
	
  Section 2.07.  Transfer and Exchange

  	
  15

  
	
  Section 2.08.  Replacement Debt Securities

  	
  18

  
	
  Section 2.09.  Outstanding Debt Securities

  	
  18

  
	
  Section 2.10.  Temporary Debt Securities

  	
  19

  
	
  Section 2.11.  Cancellation

  	
  19

  
	
  Section 2.12.  CUSIP Numbers

  	
  19

  
	
  Section 2.13.  Defaulted Interest

  	
  20

  
	
  Section 2.14.  Series May Include Tranches

  	
  20

  
	
  Section 2.15.  Computation of Interest

  	
  20

  
	
  ARTICLE
  3

  
	
  REDEMPTION

  
	
  Section 3.01.  Applicability of Article

  	
  20

  
	
  Section 3.02.  Notice of Redemption; Partial Redemptions

  	
  21

  
	
  Section 3.03.  Payment of Debt Securities Called for
  Redemption

  	
  22

  
	
  Section 3.04.  Exclusion of Certain Debt Securities from
  Eligibility for Selection for Redemption.

  	
  23

  
	
  Section 3.05.  Mandatory and Optional Sinking Funds

  	
  23

  
	
  ARTICLE
  4

  
	
  COVENANTS

  
	
  Section 4.01.  Payment of Principal, Premium and Interest

  	
  26

  
	
  Section 4.02.  Maintenance of Office or Agency

  	
  26

  



 


 


i





















 


 


	
  Section 4.03.  SEC Reports

  	
  26

  
	
  Section 4.04.  Restrictions on Secured Funded Debt

  	
  27

  
	
  Section 4.05.  Limitation on Sale/Leaseback Transactions

  	
  29

  
	
  Section 4.06.  Compliance Certificates

  	
  30

  
	
  Section 4.07.  Further Instruments And Acts

  	
  30

  
	
  Section 4.08.  Calculation of Original Issue Discount

  	
  30

  
	
  ARTICLE
  5

  
	
  SUCCESSORS

  
	
  Section 5.01.  When the Company May Merge, Consolidate or
  Dispose of Assets

  	
  31

  
	
  Section 5.02.  Successor Company Substituted

  	
  31

  
	
  ARTICLE
  6

  
	
  DEFAULT AND REMEDIES

  
	
  Section 6.01.  Events of Default

  	
  32

  
	
  Section 6.02.  Acceleration

  	
  33

  
	
  Section 6.03.  Other Remedies

  	
  34

  
	
  Section 6.04.  Waiver of Past Defaults

  	
  34

  
	
  Section 6.05.  Control by Majority

  	
  34

  
	
  Section 6.06.  Limitation on Suits

  	
  34

  
	
  Section 6.07.  Unconditional Right of Holders of Debt
  Securities to Receive Payment

  	
  35

  
	
  Section 6.08.  Collection Suit by Trustee

  	
  35

  
	
  Section 6.09.  Trustee May File Proofs of Claim

  	
  35

  
	
  Section 6.10.  Priorities

  	
  36

  
	
  Section 6.11.  Undertaking for Costs

  	
  36

  
	
  Section 6.12.  Waiver of Stay, Extension and Usury Laws

  	
  36

  
	
  ARTICLE
  7

  
	
  TRUSTEE

  
	
  Section 7.01.  Duties of Trustee.

  	
  37

  
	
  Section 7.02.  Rights of Trustee

  	
  38

  
	
  Section 7.03.  Individual Rights of Trustee

  	
  39

  
	
  Section 7.04.  Trustee’s Disclaimer

  	
  39

  
	
  Section 7.05.  Notice of Default

  	
  39

  
	
  Section 7.06.  Reports by Trustee to Holders of Debt
  Securities

  	
  40

  
	
  Section 7.07.  Compensation and Indemnity

  	
  40

  
	
  Section 7.08.  Replacement of Trustee

  	
  41

  
	
  Section 7.09.  Successor Trustee by Merger, Etc

  	
  42

  
	
  Section 7.10.  Eligibility; Disqualification

  	
  42

  
	
  Section 7.11.  Preferential Collection of Claims against
  the Company

  	
  42

  



 


ii





















 


	
  ARTICLE
  8

  
	
  DISCHARGE OF INDENTURE; DEFEASANCE

  
	
  Section 8.01.  Discharge of Liability on Debt Securities;
  Defeasance.

  	
  43

  
	
  Section 8.02.  Conditions to Defeasance.

  	
  44

  
	
  Section 8.03.  Application of Trust Money

  	
  45

  
	
  Section 8.04.  Repayment to the Company

  	
  45

  
	
  Section 8.05.  Indemnity for Government Obligations

  	
  45

  
	
  Section 8.06.  Reinstatement

  	
  45

  
	
  ARTICLE
  9

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  
	
  Section 9.01.  Without Consent of Holders of Debt
  Securities

  	
  45

  
	
  Section 9.02.  With Consent of Holders of Debt Securities

  	
  46

  
	
  Section 9.03.  Compliance with Trust Indenture Act

  	
  48

  
	
  Section 9.04.  Revocation and Effect of Consents and
  Waivers

  	
  48

  
	
  Section 9.05.  Notation On or Exchange of Debt Securities

  	
  48

  
	
  Section 9.06.  Trustee to Sign Amendments, Etc

  	
  49

  
	
  ARTICLE
  10

  
	
  MISCELLANEOUS

  
	
  Section 10.01.  Trust Indenture Act Controls

  	
  49

  
	
  Section 10.02.  Notices

  	
  49

  
	
  Section 10.03.  Communication by Holders of Debt Securities
  with Other Holders of Debt Securities

  	
  50

  
	
  Section 10.04.  Certificate and Opinion as to Conditions
  Precedent

  	
  50

  
	
  Section 10.05.  Statements Required in Certificate or
  Opinion

  	
  50

  
	
  Section 10.06.  Rules by Trustee and Agents

  	
  51

  
	
  Section 10.07.  No Personal Liability of Directors,
  Officers, Employees, Incorporators And Stockholders

  	
  51

  
	
  Section 10.08.  Governing Law

  	
  51

  
	
  Section 10.09.  No Adverse Interpretation of Other
  Agreements

  	
  51

  
	
  Section 10.10.  Successors

  	
  51

  
	
  Section 10.11.  Severability

  	
  51

  
	
  Section 10.12.  Counterpart Originals

  	
  51

  
	
  Section 10.13.  Table of Contents, Headings, Etc

  	
  51

  
	
  Section 10.14.  Judgment Currency

  	
  52

  
	
  Section 10.15.  Waiver of Jury Trial

  	
  52

  
	
  Section 10.16.  Force Majeure

  	
  52

  
	
  Exhibit
  A        Form of Debt
  Security

  	
   

  



 


iii





















 


INDENTURE, dated as of         , 2006, between CVS Corporation (the “Company”), a corporation duly organized and existing under
the laws of the State of Delaware, and The Bank of New York Trust Company,
N.A., a national banking association, as trustee (the “Trustee”).


RECITALS OF THE COMPANY


WHEREAS, the Company has duly authorized the issue
from time to time of its debt securities to be issued in one or more series
(the “Debt Securities”) up to such principal
amount or amounts as may from time to time be authorized in accordance with the
terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration of the Debt Securities, the Company
has duly authorized the execution and delivery of this Indenture; and


WHEREAS, all things necessary to make this Indenture
a legally valid and binding agreement of the Company according to its terms
have been done;


NOW, THEREFORE:


In consideration of the premises and the purchase of
the Debt Securities by the holders thereof, the Company and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the
respective holders from time to time of the Debt Securities or of any and all
series thereof and of the coupons, if any, appertaining thereto as follows:


ARTICLE
1

DEFINITIONS AND INCORPORATION BY REFERENCE


Section
1.01. 
Definitions.


“Agent” means
any Registrar, Paying Agent, transfer agent or Authenticating Agent.


“Attributable Debt”
means, in connection with any sale and leaseback transaction under which either
the Company or any Restricted Subsidiary is at the time liable as lessee for a
term of more than 12 months and at any date as of which the amount thereof is
to be determined, the lesser of (A) total net obligations of the lessee for
rental payments during the remaining term of the lease discounted from the
respective due dates thereof to such determination date at a rate per annum
equivalent to the greater of (i) the weighted average Yield to Maturity of the
Debt Securities, such average being weighted by the principal amount of each
series of Debt Securities and (ii) the interest rate inherent in such lease (as
determined in good faith by the Company), both to be compounded semi-annually
or (B) the sale price for the assets so sold and leased multiplied by a
fraction the numerator of which is the remaining portion of the base term of
the lease included in such transaction and the denominator or which is the base
term of the lease.


 





















 


“Authorized Newspaper”
means a newspaper (which, in the case of The City of New York, will, if
practicable, be The Wall Street Journal (Eastern Edition) and in the case of
London, will, if practicable, be the Financial Times (London Edition))
published in an official language of the country of publication customarily
published at least once a day for at least five days in each calendar week and
of general circulation in The City of New York or London, as applicable.  If it shall be impractical in the opinion of
the Trustee to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof which is
made or given with the approval of the Trustee shall constitute a sufficient
publication of such notice.


“Bankruptcy Law”
means title 11, U.S. Code, or any similar federal or state law for the relief
of debtors.


“Board Resolution”
means one or more resolutions of the board of directors of the Company or any
authorized committee thereof, certified by the secretary or an assistant
secretary of the Company to have been duly adopted and to be in full force and
effect on the date of certification, and delivered to the Trustee.


“Business Day”
means, with respect to any Debt Security, a day that is not a day on which
banking institutions are authorized or required by law or regulation to close,
in the city (or in any of the cities, if more than one) unless otherwise
specified, in which amounts are payable, as specified in the form of such Debt
Security.


“Capital Lease Obligations”
means with respect to any Person any obligation which is required to be
classified and accounted for as a capital lease on the face of a balance sheet
of such Person prepared in accordance with GAAP; the amount of such obligation
shall be the capitalized amount thereof, determined in accordance with GAAP;
and the Stated Maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which
such lease may be terminated by the lessee without payment of a penalty.


“Capital Stock”
means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting) of such Person’s capital stock or equity, including, without
limitation, all Common Stock and Preferred Stock.


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


“Common Stock”
means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting) of such Person’s common stock, whether now outstanding or issued
after the date of this Indenture, including, without limitation, all series and
classes of such common stock.


 


2





















 


“Company” means
the party named as such in the first paragraph of this Indenture until a
successor replaces it pursuant to Article 5 of this Indenture and thereafter
means the successor.


“Consolidated Net Tangible
Assets” means, at any date, the total assets appearing on the most
recent consolidated balance sheet of the Company and its Restricted
Subsidiaries as at the end of the fiscal quarter of the Company ending not more
than 135 days prior to such date, prepared in accordance with U.S. generally
accepted accounting principles, less (i) all current liabilities (due within
one year) as shown on such balance sheet, (ii) investments in and advances to
Unrestricted Subsidiaries and (iii) Intangible Assets and liabilities relating
thereto.


“Corporate Trust Office of
the Trustee” means the principal office of the Trustee at which at
any time its corporate trust business shall be administered, which office at
the date hereof is located at 222 Berkeley Street, 2nd Floor,
Boston, Massachusetts 02116, Attention: 
Corporate Trust Administration, or such other address as the Trustee may
designate from time to time by notice to the Holders or the Company, or the
principal corporate trust office of any successor Trustee (or such other
address as a successor Trustee may designate from time to time by notice to the
Holders and the Company).


“Debt Securities” means
any of the securities, as defined in the first paragraph of the recitals
hereof, that are authenticated and delivered under this Indenture and, unless
the context indicates otherwise, shall include any coupon appertaining thereto.


“Default” means
any Event of Default as defined in Section 6.01 and any event that is, or after
notice or passage of time or both would be, an Event of Default.


“Depositary”
means, with respect to the Debt Securities of any series issuable or issued in
the form of one or more Registered Global Securities, the Person designated as
Depositary by the Company pursuant to Section 2.03 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, “Depositary” as
used with respect to the Debt Securities of any such series shall mean the
Depositary with respect to the Registered Global Securities of that series.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


“Funded Debt”
means (i) any Indebtedness of the Company or a Restricted Subsidiary maturing
more than 12 months after the time of computation thereof, (ii) guarantees of
Funded Debt or of dividends of others (except guarantees in connection with the
sale or discount of accounts receivable, trade acceptances and other paper
arising in the ordinary course of business), (iii) in the case of any
Restricted Subsidiary, all preferred stock having mandatory redemption
provisions of such Restricted Subsidiary as reflected on such Restricted
Subsidiary’s balance sheet prepared in accordance with U.S. generally accepted
accounting principles, and (iv) all Capital Lease Obligations.


 


3





















 


“GAAP” means
generally accepted accounting principles in the United States of America as in
effect as of the issue date, including those set forth (i) in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants; (ii) statements and pronouncements of the
Financial Accounting Standards Board; (iii) in such other statements by such
other entity as approved by a significant segment of the accounting profession;
and (iv) the rules and regulations of the SEC governing the inclusion of
financial statements (including pro forma financial statements) in periodic
reports required to be filed pursuant to Section 13 of the Exchange Act,
including opinions and pronouncements in staff accounting bulletins and similar
written statements from the accounting staff of the SEC.


“Holder” or “Securityholder” means the registered holder of any Debt
Security with respect to Registered Debt Securities and the bearer of any Unregistered
Security or any coupon appertaining thereto, as the case may be.


“Indebtedness”
means, at any date, without duplication, all obligations for borrowed money of
the Company or a Restricted Subsidiary.


“Indenture”
means this Indenture as originally executed or as it may be amended or
supplemented from time to time by one or more indentures supplemental to this
Indenture entered into pursuant to the applicable provisions of this Indenture
and shall include the forms and terms of the Debt Securities of each series
established as contemplated pursuant to Sections 2.01 and 2.03.


“Intangible Assets”
means, at any date, the value, as shown on or reflected in the most recent
consolidated balance sheet of the Company and its Restricted Subsidiaries as at
the end of the fiscal quarter of the Company ending not more than 135 days
prior to such date, prepared in accordance with generally accepted accounting
principles of: (i) all trade names, trademarks, licenses, patents, copyrights,
service marks, goodwill and other like intangibles; (ii) organizational and
development costs; (iii) deferred charges (other than prepaid items, such as
insurance, taxes, interest, commissions, rents, pensions, compensation and
similar items and tangible assets being amortized); and (iv) unamortized debt
discount and expense, less unamortized premium.


“Liens” means
such pledges, mortgages, security interests and other liens on any Principal
Property of the Company or a Restricted Subsidiary which secure Secured Debt.


“Nonrecourse Obligation”
means indebtedness or lease payment obligations substantially related to (i)
the acquisition of assets not previously owned by the Company or any Restricted
Subsidiary or (ii) the financing of a project involving the development or
expansion of properties of Company or any Restricted Subsidiary, as to which
the obligee with respect to such indebtedness or obligation has no recourse to
the Company or any Restricted Subsidiary or any assets of the Company or any
Subsidiary other than the assets which were acquired with the proceeds of such
transaction or the project financed with the proceeds of such transaction (and
the proceeds thereof).


 


4





















 


“Non-U.S. person”
means a non-U.S. person for purposes of the United States Internal Revenue
Code.


“Officer” means
with respect to any Person the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, Controller, Secretary or any Vice President of such
Person.


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two Officers of the
Company, complying with Section 10.04 and delivered to the Trustee.  Each such certificate shall comply with
Section 314 of the Trust Indenture Act and include (except as otherwise
expressly provided in this Indenture) the statements provided in Section 10.04.


“Opinion of Counsel”
means a written opinion signed by legal counsel, who may be an employee of or
counsel to the Company, and complying with Section 10.04.  Each such opinion shall comply with Section
314 of the Trust Indenture Act and include the statements provided in Section
10.04, if and to the extent required thereby.


“original issue date”
of any Debt Security (or portion thereof) means the earlier of (a) the date of
authentication of such Debt Security or (b) the date of any Debt Security (or
portion thereof) for which such Debt Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.


“Original Issue Discount
Debt  Security” means any Debt 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 6.02.


“Periodic Offering”
means an offering of Debt Securities of a series from time to time, the
specific terms of which Debt Securities, including, without limitation, the
rate or rates of interest, if any, thereon, the stated maturity or maturities
thereof and the redemption provisions, if any, with respect thereto, are to be
determined by the Company or its agents upon the issuance of such Debt
Securities.


“Person” means
an individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.


“Preferred Stock”
means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting) of such Person’s preferred or preference stock, whether now
outstanding or issued after the date of the Indenture, including, without
limitation, all series and classes of such preferred or preference stock.


“Principal” of a
Debt Security means the principal amount of, and, unless the context indicates
otherwise, includes any premium payable on, the Debt Security.


“Principal Property”
means real and tangible property owned and operated now or hereafter by the
Company or any Restricted Subsidiary constituting a part of any store, 


 


5





















 


warehouse or distribution
center located within the United States of America or its territories or
possessions (excluding current assets, motor vehicles, mobile
materials-handling equipment and other rolling stock, cash registers and other
point-of-sale recording devices and related equipment and data processing and
other office equipment), the net book value of which (including leasehold
improvements and store fixtures constituting a part of such store, warehouse or
distribution center) as of the date on which the determination is being made is
more than 1.0% of Consolidated Net Tangible Assets.


“Registered Global Security”
means a Security evidencing all or a part of a series of Registered Securities,
issued to the Depositary for such series in accordance with Section 2.02, and
bearing the legend prescribed in Section 2.02.


“Registered Security”
means any Debt Security registered on the Security Register (as defined in
Section 2.05).


“Responsible Officer”
means, when used with respect to the Trustee, any officer with the corporate
trust department of the Trustee, including any vice president, assistant vice
president, treasurer, assistant treasurer, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


“Restricted Subsidiary”
means each Subsidiary of the Company other than Unrestricted Subsidiaries.


“Secured Debt”
means Funded Debt which is secured by any pledge of, or mortgage, security
interest or other lien on any (i) Principal Property (whether owned on the date
of the Indenture or thereafter acquired or created), (ii) shares of stock owned
by the Company or a Subsidiary in a Restricted Subsidiary or (iii) Indebtedness
of a Restricted Subsidiary.


“Securities Act”
means the Securities Act of 1933, as amended.


“Stated Maturity”
means with respect to any security the date specified in such security as the
fixed date on which the principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency unless such contingency
has occurred).


“Subsidiary”
means, with respect to any Person, any corporation, association or other
business entity of which at least a majority of the outstanding stock, which
under ordinary circumstances (not dependent upon the happening of a
contingency) has voting power to elect a majority of the board of directors of
such corporation (or similar management body), is owned directly or indirectly
by the Company or by more than 50% of the outstanding Voting Stock is owned, directly
or indirectly, by such Person and one or more other Subsidiaries of the
Company, or by the Company and one or more Subsidiaries of such Person.


 


 


6










 













“Trustee” means
the party named as such in the first paragraph of this Indenture until a
successor replaces it in accordance with the provisions of Article 7 and
thereafter means such successor.


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, as it may be amended from
time to time.


“UCC” means the
Uniform Commercial Code, as in effect in each applicable jurisdiction.


“United States 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 bankruptcy law.


“Unregistered Security”
means any Debt Security other than a Registered Security.


“Unrestricted Subsidiary”
means Subsidiaries designated as Unrestricted Subsidiaries from time to time by
the Board or Directors of the Company; provided, however, that the Board of
Directors of the Company (i) will not designate as an Unrestricted Subsidiary
any Subsidiary of the Company that owns any Principal Property or any stock of
a Restricted Subsidiary, (ii) will not continue the designation of any
Subsidiary of the Company as an Unrestricted Subsidiary at any time that such
Subsidiary owns any Principal Property, and (iii) will not, nor will it cause
or permit any Restricted Subsidiary to, transfer or otherwise dispose of any
Principal Property to any Unrestricted Subsidiary (unless such Unrestricted
Subsidiary will in connection therewith be redesignated as a Restricted
Subsidiary and any pledge, mortgage, security interest or other lien arising in
connection with any Indebtedness or such Unrestricted Subsidiary so
redesignated does not extend to such Principal Property (unless the existence
of such pledge, mortgage, security interest or other lien would otherwise be permitted
under this Indenture)).


“Voting Stock”
means with respect to any Person, Capital Stock of any class or kind ordinarily
having the power to vote for the election of directors, managers or other
voting members of the governing body of such Person.


“Wholly Owned Subsidiary”
means a Restricted Subsidiary all the Capital Stock of which is owned by the
Company or another Wholly Owned Subsidiary.


“Yield to Maturity”
means, as the context may require, the yield to maturity (i) on a series of
Debt Securities or (ii) if the Debt Securities of a series are issuable from
time to time, on a Debt Security of such series, calculated at the time of
issuance of such series in the case of clause (i) or at the time of issuance of
such Debt Security of such series in the case of clause (ii), or, if
applicable, at the most recent redetermination of interest on such series or on
such Debt Security, and calculated in accordance with the constant interest
method or such other accepted financial practice as is specified in the terms
of such Debt Security.


 


7

















 


Section
1.02.  Other
Definitions.  Each of the
following terms is defined in the section set forth opposite such term:




	
  Term

  	
   

  	
  Section

  	
   

  
	
  Authenticating Agent

  	
   

  	
  2.02

  	
   

  
	
  cash transaction

  	
   

  	
  7.03

  	
   

  
	
  Dollars

  	
   

  	
  4.02

  	
   

  
	
  Event of Default

  	
   

  	
  6.01

  	
   

  
	
  Judgment Currency

  	
   

  	
  10.14

  	
   

  
	
  mandatory sinking fund
  payment

  	
   

  	
  3.05

  	
   

  
	
  optional sinking fund
  payment

  	
   

  	
  3.05

  	
   

  
	
  Paying Agent

  	
   

  	
  2.05

  	
   

  
	
  Permitted Liens

  	
   

  	
  4.03

  	
   

  
	
  record date

  	
   

  	
  2.04

  	
   

  
	
  Registrar

  	
   

  	
  2.05

  	
   

  
	
  Required Currency

  	
   

  	
  10.14

  	
   

  
	
  Security Register

  	
   

  	
  2.05

  	
   

  
	
  self-liquidating paper

  	
   

  	
  7.03

  	
   

  
	
  sinking fund payment date

  	
   

  	
  3.05

  	
   

  
	
  tranche

  	
   

  	
  2.14

  	
   

  






 


Section
1.03. 
Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to
a provision of the Trust Indenture Act, the provision is incorporated by
reference in and made a part of this Indenture. 
The following terms used in this Indenture that are defined by the Trust
Indenture Act have the following meanings:


“indenture securities”
means the Debt Securities;


“indenture security holder”
means a Holder or a Securityholder;


“indenture to be qualified”
means this Indenture;


“indenture trustee”
or “institutional trustee” means the
Trustee; and


“obligor” on the
indenture securities means the Company or any other obligor on the Debt
Securities.


All other terms used in this Indenture that are
defined by the Trust Indenture Act, defined by reference in the Trust Indenture
Act to another statute or defined by a rule of the Commission and not otherwise
defined herein have the meanings assigned to them therein.  If any provision of this Indenture limits,
qualifies or conflicts with another provision hereof that is required to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.


Section
1.04.  Rules of
Construction.  Unless the
context otherwise requires:


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


 


8

















 


(b)   words in the singular include the plural, and
words in the plural include the singular;


(c)   “herein,” “hereof” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision;


(d)   all references to Sections or Articles refer
to Sections or Articles of this Indenture unless otherwise indicated; and


(e)   use of masculine, feminine or neuter pronouns
should not be deemed a limitation, and the use of any such pronouns should be
construed to include, where appropriate, the other pronouns.


ARTICLE
2

THE DEBT SECURITIES


Section
2.01.  Form and
Dating.  The Debt Securities
of each series shall be substantially in such form or forms (not inconsistent
with this Indenture) as shall be established by or pursuant to one or more
Board Resolutions or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have
imprinted or otherwise reproduced thereon such legend or legends or
endorsements, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law, or with any rules of any securities exchange
or usage, all as may be determined by the officers executing such Debt
Securities as evidenced by their execution of the Debt Securities.  Unless otherwise so established, Unregistered
Securities shall have coupons attached.


Section
2.02.  Execution
and Authentication.  The
chairman of the board of directors, the president, the executive vice president
or any senior vice president and the treasurer or any assistant treasurer or
the secretary or any assistant secretary shall execute the Debt Securities
(other than coupons) for the Company by facsimile or manual signature in the
name and on behalf of the Company.  The
seal of the Company, if any, shall be reproduced on the Debt Securities.  If an Officer whose signature is on a Debt
Security no longer holds that office at the time the Debt Security is
authenticated, the Debt Security shall nevertheless be valid.


The Trustee, at the expense of the Company, may
appoint an authenticating agent (the “Authenticating Agent”)
to authenticate Debt Securities (other than coupons).  The Authenticating Agent may authenticate
Debt Securities whenever the Trustee may do so. 
Each reference in this Indenture to authentication by the Trustee
includes authentication by such Authenticating Agent.


A Debt Security (other than coupons) shall not be valid
until the Trustee or Authenticating Agent manually signs the certificate of
authentication on the Debt 


 


9

















 


Security.  The signature shall be conclusive evidence
that the Debt Security has been authenticated under this Indenture.


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Debt
Securities of any series having attached thereto appropriate coupons, if any,
executed by the Company to the Trustee for authentication together with the
applicable documents referred to below in this Section, and upon the written
order of the Company the Trustee shall thereupon authenticate and make
available for delivery such Debt Securities to or upon the written order of the
Company.  In authenticating any Debt
Securities of a series, the Trustee shall be entitled to receive prior to the
first authentication of any Debt Securities of such series, and (subject to
Article 7) shall be fully protected in relying upon, unless and until such
documents have been superseded or revoked:


(a)   any Board Resolution and/or executed
supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to
which the forms and terms of the Debt Securities of that series were established;


(b)   an Officers’ Certificate setting forth the
form or forms and terms of the Debt Securities, stating that the form or forms
and terms of the Debt Securities of such series have been, or will be when
established in accordance with such procedures as shall be referred to therein,
established in compliance with this Indenture; and


(c)   an Opinion of Counsel substantially to the
effect that the form or forms and terms of the Debt Securities of such series
have been, or will be when established in accordance with such procedures as
shall be referred to therein, established in compliance with this Indenture and
that the supplemental indenture, to the extent applicable, and Debt Securities
have been duly authorized and, if executed and authenticated in accordance with
the provisions of the Indenture and delivered to and duly paid for by the
purchasers thereof on the date of such opinion, would be entitled to the
benefits of the Indenture and would be valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, subject to bankruptcy, insolvency, reorganization, receivership,
moratorium and other similar laws affecting creditors’ rights generally,
general principles of equity, and such other matters as shall be specified
therein.


If the Company shall establish pursuant to Section
2.03 that the Debt Securities of a series or a portion thereof are to be issued
in the form of one or more Registered Global Securities, then the Company shall
execute and upon the written order of the Company the Trustee shall
authenticate and make available for delivery one or more Registered Global
Securities that (i) shall represent and shall be denominated in an amount equal
to the aggregate principal amount of all of the Debt Securities of such series
issued in such form and not yet canceled, (ii) shall be registered in the name
of the Depositary for such Registered Global Security or Securities or the
nominee of such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or its custodian or pursuant to such Depositary’s instructions and
(iv) shall bear a legend substantially to the following effect:  “Unless and until it is exchanged in whole or
in part for Debt Securities in definitive 


 


10

















 


registered form, this Debt
Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.”


Section
2.03.  Amount
Unlimited; Issuable in Series.  The
aggregate principal amount of Debt Securities which may be authenticated and
delivered under this Indenture is unlimited.


The Debt Securities may be issued in one or more
series and each such series shall rank equally and pari passu with all other
unsecured and unsubordinated debt of the Company.  There shall be established in or pursuant to
a Board Resolution or one or more indentures supplemental hereto, prior to the
initial issuance of Debt Securities of any series (subject to the last sentence
of this Section 2.03),


(a)   the designation of the Debt Securities of the
series, including CUSIP Numbers which shall distinguish the Debt Securities of
the series from the Debt Securities of all other series;


(b)   any limit upon the aggregate principal amount
of the Debt Securities of the series that may be authenticated and delivered
under this Indenture and any limitation on the ability of the Company to
increase such aggregate principal amount after the initial issuance of the Debt
Securities of that series (except for Debt Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
or upon redemption of, other Debt Securities of the series pursuant hereto);


(c)   the date or dates on which the Principal of
the Debt Securities of the series is payable (which date or dates may be fixed
or extendible);


(d)   the rate or rates (which may be fixed or
variable) per annum at which the Debt Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue, on
which such interest shall be payable and (in the case of Registered Debt
Securities) on which a record shall be taken for the determination of Holders
to whom interest is payable and/or the method by which such rate or rates or
date or dates shall be determined;


(e)   if other than as provided in Section 4.02,
the place or places where the Principal of and any interest on Debt Securities
of the series shall be payable, any Registered Securities of the series may be
surrendered for exchange, notices, demands to or upon the Company in respect of
the Debt Securities of the series and this Indenture may be served and notice
to Holders may be published;


(f)    the right, if any, of the Company to redeem
Debt Securities of the series, in whole or in part, at its option and the
period or periods within which, the price or prices at which and any terms and
conditions upon which Debt Securities of the series may be so redeemed,
pursuant to any sinking fund or otherwise;


 


11

















 


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


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


(i)    if other than the entire principal amount
thereof, the portion of the principal amount of Debt Securities of the series
which shall be payable upon declaration of acceleration of the maturity
thereof;


(j)    if other than the coin or currency in which
the Debt Securities of the series are denominated, the coin or currency in
which payment of the Principal of or interest on the Debt Securities of the
series shall be payable or if the amount of payments of Principal of and/or interest
on the Debt Securities of the series may be determined with reference to an
index based on a coin or currency other than that in which the Debt Securities
of the series are denominated, the manner in which such amounts shall be
determined;


(k)   if payment of the Principal of and interest
on the Debt Securities of the series shall be payable in currency or currencies
other than the currency of the United States, the manner in which any such
currency shall be valued against other currencies in which any other Debt
Securities shall be payable;


(l)    whether the Debt Securities of the series or
any portion thereof will be issuable as Registered Securities (and if so,
whether such Debt Securities will be issuable as Registered Global Securities)
or Unregistered Securities (with or without coupons), or any combination of the
foregoing, any restrictions applicable to the offer, sale or delivery of
Unregistered Securities or the payment of interest thereon and, if other than
as provided herein, the terms upon which Unregistered Securities of any series
may be exchanged for Registered Securities of such series and vice versa;


(m)  whether and under what circumstances the
Company will pay additional amounts on the Debt Securities of the series held
by non-U.S. persons in respect of any tax, assessment or governmental charge
withheld or deducted and, if so, whether the Company will have the option to
redeem such Debt Securities rather than pay such additional amounts;


(n)   if the Debt Securities of the series are to
be issuable in definitive form (whether upon original issue or upon exchange of
a temporary Debt Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, the form
and terms of such certificates, documents or conditions;


(o)   any trustees, depositaries, authenticating or
paying agents, transfer agents or the registrar or any other agents with
respect to the Debt Securities of the series;


 


12

















 


(p)   provisions, if any, for the defeasance of the
Debt Securities of the series (including provisions permitting defeasance of
less than all Debt Securities of the series), which provisions may be in
addition to, in substitution for, or in modification of (or any combination of
the foregoing) the provisions of Article 8;


(q)   if the Debt Securities of the series are
issuable in whole or in part as one or more Registered Global Securities, the
identity of the Depositary for such Registered Global Security or Securities;


(r)    any other events of default or covenants
with respect to the Debt Securities of the series; and


(s)   any other terms of the Debt Securities of the
series (which terms shall not be inconsistent with the provisions of this
Indenture).


All Debt Securities of any one series and coupons,
if any, appertaining thereto shall be substantially identical, except in the
case of Registered Securities as to date and denomination, except in the case
of any Periodic Offering and except as may otherwise be provided by or pursuant
to the Board Resolution referred to above or as set forth in any such indenture
supplemental hereto.  All Debt Securities
of any one series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution or in any such indenture supplemental hereto
and any forms and terms of Debt Securities to be issued from time to time may
be completed and established from time to time prior to the issuance thereof by
procedures described in such Board Resolution or supplemental indenture.


Section
2.04. 
Denomination and Date of Debt Securities; Payments of Interest.  The Debt Securities of each series
shall be issuable as Registered Securities or Unregistered Securities in
denominations established as contemplated by Section 2.03 or, if not so
established with respect to Debt Securities of any series, in denominations of
$1,000 and any integral multiple thereof. 
The Debt Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
Officers of the Company executing the same may determine, as evidenced by their
execution thereof.


Each Debt Security shall be dated the date of its
authentication.  The Debt Securities of
each series shall bear interest, if any, from the date, and such interest and
shall be payable on the dates, established as contemplated by Section 2.03.


The person in whose name any Registered Security of
any series is registered at the close of business on any record date applicable
to a particular series with respect to any interest payment date for such
series shall be entitled to receive the interest, if any, payable on such
interest payment date notwithstanding any transfer or exchange of such
Registered Security subsequent to the record date and prior to such interest
payment date, except if and to the extent the Company shall default in the
payment of the interest due on such interest payment date for such series, in
which case the provisions of Section 


 


13

















 


2.13 shall apply.  The term “record date”
as used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Debt Securities of any series shall mean the date
specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.03, or, if no such date is so
established, the fifteenth day next preceding such interest payment date,
whether or not such record date is a Business Day.


Section
2.05.  Registrar
and Paying Agent; Agents Generally.  The
Company shall maintain an office or agency where Debt Securities may be
presented for registration, registration of transfer or exchange (the “Registrar”) and an office or agency where Debt Securities
may be presented for payment (the “Paying Agent”),
which shall be in the Borough of Manhattan, The City of New York.  The Company shall cause the Registrar to keep
a register of the Registered Securities and of their registration, transfer and
exchange (the “Security Register”).  The Company may have one or more additional
Paying Agents or transfer agents with respect to any series.


The Company shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture.  The agreement shall implement the provisions
of this Indenture and the Trust Indenture Act that relate to such Agent.  The Company shall give prompt written notice
to the Trustee of the name and address of any Agent and any change in the name
or address of an Agent.  If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such.  The Company may remove any Agent
upon written notice to such Agent and the Trustee; provided that no such
removal shall become effective until (i) the acceptance of an appointment by a
successor Agent to such Agent as evidenced by an appropriate agency agreement
entered into by the Company and such successor Agent and delivered to the
Trustee or (ii) notification to the Trustee that the Trustee shall serve as
such Agent until the appointment of a successor Agent in accordance with clause
(i) of this proviso.  The Company or any
affiliate of the Company may act as Paying Agent or Registrar; provided that
neither the Company nor an affiliate of the Company shall act as Paying Agent
in connection with the defeasance of the Debt Securities or the discharge of
this Indenture under Article 8.


The Company initially appoints the Trustee as
Registrar, Paying Agent and Authenticating Agent.  If, at any time, the Trustee is not the
Registrar, the Registrar shall make available to the Trustee ten days prior to
each interest payment date and at such other times as the Trustee may reasonably
request the names and addresses of the Holders as they appear in the Security
Register.


Section
2.06.  Paying
Agent to Hold Money in Trust.  Not
later than 10:00 a.m., New York City time, on each due date of any Principal or
interest on any Debt Securities, the Company shall deposit with the Paying
Agent money in immediately available funds sufficient to pay such Principal or
interest.  The Company shall require each
Paying Agent other than the Trustee to agree in writing that such Paying Agent
shall hold in trust for the benefit of the Holders of such Debt Securities or
the Trustee all money held by the Paying Agent for the payment of Principal of
and interest on such Debt Securities and shall promptly notify the Trustee of
any default by the Company in making any such payment.  The Company at any time may require a Paying
Agent to pay all money held 


 


14

















 


by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed.  Upon
doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee.  If the Company
or any affiliate of the Company acts as Paying Agent, it will, on or before
each due date of any Principal of or interest on any Debt Securities, segregate
and hold in a separate trust fund for the benefit of the Holders thereof a sum
of money sufficient to pay such Principal or interest so becoming due until
such sum of money shall be paid to such Holders or otherwise disposed of as
provided in this Indenture, and will promptly notify the Trustee in writing of
its action or failure to act as required by this Section.


Section
2.07.  Transfer
and Exchange.  Unregistered
Securities (except for any temporary global Unregistered Securities) and
coupons (except for coupons attached to any temporary global Unregistered
Securities) shall be transferable by delivery.


At the option of the Holder thereof, Registered
Securities of any series (other than a Registered Global Security, except as
set forth below) may be exchanged for a Registered Security or Registered
Securities of such series and tenor having authorized denominations and an
equal aggregate principal amount, upon surrender of such Registered Securities
to be exchanged at the agency of the Company that shall be maintained for such
purpose in accordance with Section 2.05 and upon payment, if the Company shall
so require, of the charges hereinafter provided.  If the Debt Securities of any series are
issued in both registered and unregistered form, except as otherwise
established pursuant to Section 2.03, at the option of the Holder thereof, Unregistered
Securities of any series may be exchanged for Registered Securities of such
series and tenor having authorized denominations and an equal aggregate
principal amount, upon surrender of such Unregistered Securities to be
exchanged at the agency of the Company that shall be maintained for such
purpose in accordance with Section 4.02, with, in the case of Unregistered
Securities that have coupons attached, all unmatured coupons and all matured
coupons in default thereto appertaining, and upon payment, if the Company shall
so require, of the charges hereinafter provided.  At the option of the Holder thereof, if
Unregistered Securities of any series, maturity date, interest rate and
original issue date are issued in more than one authorized denomination, except
as otherwise established pursuant to Section 2.03, such Unregistered Securities
may be exchanged for Unregistered Securities of such series and tenor having
authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Company that shall be maintained for such purpose in accordance with Section
4.02, with, in the case of Unregistered Securities that have coupons attached,
all unmatured coupons and all matured coupons in default thereto appertaining,
and upon payment, if the Company shall so require, of the charges hereinafter
provided.  Registered Securities of any
series may not be exchanged for Unregistered Securities of such series.  Whenever any Debt Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Debt Securities which the
Holder making the exchange is entitled to receive.


 


15

















 


All Registered Securities presented for registration
of transfer, exchange, redemption or payment shall be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by, the holder or his
attorney duly authorized in writing.


The Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any exchange or registration of transfer of Debt Securities.  No service charge shall be made for any such
transaction.


Notwithstanding any other provision of this Section
2.07, unless and until it is exchanged in whole or in part for Debt Securities
in definitive registered form, a Registered Global Security representing all or
a portion of the Debt 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.


If at any time the Depositary for any Registered
Global Securities of any series notifies the Company that it is unwilling or
unable to continue as Depositary for such Registered Global Securities or if at
any time the Depositary for such Registered Global Securities shall no longer
be eligible under applicable law, the Company shall appoint a successor
Depositary eligible under applicable law with respect to such Registered Global
Securities.  If a successor Depositary
eligible under applicable law for such Registered Global Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of the Company’s written order for the authentication and
delivery of definitive Registered Securities of such series and tenor, will
authenticate and make available for delivery Registered Securities of such
series and tenor, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of such Registered Global Securities, in
exchange for such Registered Global Securities.


The Company may at any time and in its sole
discretion determine that any Registered Global Securities of any series shall
no longer be maintained in global form. 
In such event the Company will execute, and the Trustee, upon receipt of
the Company’s order for the authentication and delivery of definitive
Registered Securities of such series and tenor, will authenticate and make
available for delivery, Registered Securities of such series and tenor in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of such Registered Global Securities, in exchange for such
Registered Global Securities.


Any time the Registered
Securities of any series are not in the form of Registered Global Securities
pursuant to the preceding two paragraphs, the Company agrees to supply the
Trustee with a reasonable supply of certificated Registered Securities without
the legend required by Section 2.02 and the Trustee agrees to hold such
Registered


 


 


16

















Securities in safekeeping
until authenticated and delivered pursuant to the terms of this Indenture.


If established by the Company pursuant to Section
2.03 with respect to any Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Registered Securities of the same series and
tenor in definitive registered form on such terms as are acceptable to the
Company and such Depositary.  Thereupon,
the Company shall execute, and upon the written order of the Company the
Trustee shall authenticate and make available for delivery, without service
charge,


(i)            to the Person specified by such Depositary new Registered
Securities of the same series and tenor, of any authorized denominations as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Registered Global
Security; and


(ii)           to such Depositary a new Registered Global Security in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Registered Global Security and the aggregate principal amount
of Registered Securities authenticated and delivered pursuant to clause (i)
above.


Registered Securities issued in exchange for a
Registered Global Security pursuant to this Section 2.07 shall be registered in
such names and in such authorized denominations as the Depositary for such
Registered Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the
Company or the Trustee.  The Trustee or
such agent shall deliver such Debt Securities to or as directed by the Persons
in whose names such Debt Securities are so registered.


All Debt Securities issued upon any transfer or
exchange of Debt Securities shall be valid, legally binding obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Debt Securities surrendered upon such transfer or exchange.


Notwithstanding anything herein or in the forms or
terms of any Debt Securities to the contrary, none of the Company, the Trustee
or any agent of the Company or the Trustee shall be required to exchange any
Unregistered Security for a Registered Security if such exchange would result
in adverse Federal income tax consequences to the Company (such as, for
example, the inability of the Company to deduct from its income, as computed
for Federal income tax purposes, the interest payable on the Unregistered
Securities) under then applicable United States Federal income tax laws.  The Trustee and any such agent shall be
entitled to rely on an Officers’ Certificate or an Opinion of Counsel in
determining such result.


The Registrar shall not be required (i) to issue,
authenticate, register the transfer of or exchange Debt Securities of any
series for a period of 15 days before a selection of


 


17

















 


such Debt Securities to be
redeemed or (ii) to register the transfer of or exchange any Debt Security
selected for redemption in whole or in part.


Section
2.08. 
Replacement Debt Securities.  If
a defaced or mutilated Debt Security of any series is surrendered to the
Trustee or if a Holder claims that its Debt Security of any series has been
lost, destroyed or wrongfully taken, the Company shall issue and upon the
written order of the Company the Trustee shall authenticate a replacement Debt
Security of such series and tenor and principal amount bearing a number not
contemporaneously outstanding.  An
indemnity bond must be furnished that is sufficient in the judgment of both the
Trustee and the Company to protect the Company, the Trustee and any Agent from
any loss that any of them may suffer if a Debt Security is replaced.  The Company may charge such Holder for its
expenses and the expenses of the Trustee (including without limitation
attorneys’ fees and expenses) in replacing a Debt Security.  In case any such mutilated, defaced, lost,
destroyed or wrongfully taken Debt Security has become or is about to become
due and payable, the Company in its discretion may pay such Debt Security
instead of issuing a new Debt Security in replacement thereof.


Every replacement Debt Security is an additional
obligation of the Company and shall be entitled to the benefits of this
Indenture equally and proportionately with any and all other Debt Securities of
such series duly authenticated and delivered hereunder.


To the extent permitted by law, the foregoing
provisions of this Section are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or wrongfully taken Debt Securities.


Section
2.09. 
Outstanding Debt Securities.  Debt
Securities outstanding at any time are all Debt Securities that have been
authenticated by the Trustee except for those Debt Securities canceled by it,
those Debt Securities delivered to it for cancellation, those Debt Securities
paid pursuant to Section 2.08 and those Debt Securities described in this
Section as not outstanding.


If a Debt Security is replaced pursuant to Section
2.08, it ceases to be outstanding unless and until the Trustee and the Company
receive proof satisfactory to them that the replaced Debt Security is held by a
holder in due course.


If the Paying Agent (other than the Company or an
affiliate of the Company) holds on the maturity date or any redemption date or
date for repurchase of the Debt Securities money sufficient to pay Debt
Securities payable or to be redeemed or repurchased on such date, then on and
after such date such Debt Securities shall cease to be outstanding and interest
on them shall cease to accrue.


A Debt Security does not cease to be outstanding
because the Company or one of its affiliates holds such Debt Security, provided, however, that, in determining whether the Holders
of the requisite principal amount of the outstanding Debt Securities shall have
given any request, demand, 
authorization, direction, notice, consent or waiver  hereunder, Debt Securities owned by the
Company or any affiliate of the Company shall 


 


18

















 


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 Debt Securities as to which a Responsible
Officer of the Trustee has received written notice to be so owned shall be so
disregarded.  Any Debt Securities so
owned which are pledged by the Company, or by any affiliate of the Company, as
security for loans or other obligations, otherwise than to another such
affiliate of the Company, shall be deemed to be outstanding, if the pledgee is
entitled pursuant to the terms of its pledge agreement and is free to exercise
in its discretion the right to vote such Debt Securities, uncontrolled by the
Company or by any such affiliate.


Section
2.10.  Temporary
Debt Securities.  Until
definitive Debt Securities of any series are ready for delivery, the Company
may prepare and upon the written order of the Company the Trustee shall
authenticate temporary Debt Securities of such series.  Temporary Debt Securities of any series shall
be substantially in the form of definitive Debt Securities of such series but
may have insertions, substitutions, omissions and other variations determined
to be appropriate by the Officers executing the temporary Debt Securities, as
evidenced by their execution of such temporary Debt Securities.  If temporary Debt Securities of any series
are issued, the Company will cause definitive Debt Securities of such series to
be prepared without unreasonable delay. 
After the preparation of definitive Debt Securities of any series, the
temporary Debt Securities of such series shall be exchangeable for definitive
Debt Securities of such series and tenor upon surrender of such temporary Debt
Securities at the office or agency of the Company  designated for such purpose pursuant to
Section 4.02, without charge to the Holder. 
Upon surrender for cancellation of any one or more temporary Debt
Securities of any series the Company shall execute and upon the written order
of the Company the Trustee shall authenticate and make available for delivery
in exchange therefor a like principal amount of definitive Debt Securities of
such series and tenor and authorized denominations.  Until so exchanged, the temporary Debt
Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series.


Section
2.11. 
Cancellation.  The
Company at any time may deliver to the Trustee for cancellation any Debt
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee for
cancellation any Debt Securities previously authenticated hereunder which the
Company has not issued and sold.  The
Registrar, any transfer agent and the Paying Agent shall forward to the Trustee
any Debt Securities surrendered to them for transfer, exchange or payment.  The Trustee shall cancel all Debt Securities
surrendered for transfer, exchange, payment or cancellation and shall deliver
such canceled Debt Securities to the Company. 
The Company may not issue new Debt Securities to replace Debt Securities
it has paid in full or delivered to the Trustee for cancellation.


Section
2.12.  CUSIP
Numbers.  The Company in
issuing the Debt Securities may use “CUSIP” and “CINS” numbers (if then
generally in use), and the Trustee shall use CUSIP numbers or CINS numbers, as
the case may be, in notices of redemption or exchange as a convenience to
Holders and no representation shall be made as to the correctness of such  numbers either as printed on the Debt
Securities or as contained in 


 


19

















 


any notice of redemption or
exchange.  The Company shall promptly
notify the Trustee of any change in the CUSIP Numbers.


Section
2.13.  Defaulted
Interest.  If the Company
defaults in a payment of interest on the Debt Securities, it shall pay, or shall
deposit with the Paying Agent money in immediately available funds sufficient
to  pay, the defaulted interest plus (to
the extent lawful) any interest payable on the defaulted interest (as may be
specified in the terms thereof, established pursuant to Section 2.03) to the
Persons who are Holders on a subsequent special record date, which shall mean
the 15th day next preceding the date fixed by the Company for the payment of
defaulted interest, whether or not such day is a Business Day.  At least 15 days before such special record
date, the Company shall mail to each Holder and to the Trustee a notice that
states the special record date, the payment date and the amount of defaulted
interest to be paid.


Section
2.14.  Series May
Include Tranches.  A series of
Debt Securities may include one or more tranches (each a “tranche”)
of Debt Securities, including Debt Securities issued in a Periodic
Offering.  The Debt Securities of
different tranches may have one or more different terms, including
authentication dates and public offering prices, but all the Debt Securities
within each such tranche shall have identical terms, including authentication
date and public offering price. 
Notwithstanding any other provision of this Indenture, with respect to
Sections 2.02 (other than the fourth paragraph thereof) through 2.04, 2.07,
2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.12, 8.01 through 8.06 and
9.02, if any series of Debt Securities includes more than one tranche, all
provisions of such sections applicable to any series of Debt Securities shall
be deemed equally applicable to each tranche of any series of Debt Securities
in the same manner as though originally designated a series unless otherwise
provided with respect to such series or tranche pursuant to Section 2.03.  In particular, and without limiting the scope
of the next preceding sentence, any of the provisions of such sections which
provide for or permit action to be taken with respect to a series of Debt
Securities shall also be deemed to provide for and permit such action to be
taken instead only with respect to Debt Securities of one or more tranches
within that series (and such provisions shall be deemed satisfied thereby),
even if no comparable action is taken with respect to Debt Securities in the remaining
tranches of that series.


Section
2.15. 
Computation of Interest.  Except
as otherwise specified pursuant to Section 2.03 for Debt Securities of any
series, interest on the Debt Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.


ARTICLE
3

REDEMPTION


Section
3.01. 
Applicability of Article.  The
provisions of this Article shall be applicable to the Debt Securities of any
series which are redeemable before their maturity or to any sinking fund for
the retirement of Debt Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Debt Securities of such series.


 


20

















 


Section
3.02.  Notice of
Redemption; Partial Redemptions.  Notice
of redemption to the Holders of Registered Securities of any series to be
redeemed as a whole or in part at the option of the Company shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption
to such Holders of Registered Securities of such series at their last addresses
as they shall appear upon the Security Register of the Company.  Notice of redemption to the Holders of
Unregistered Securities of any series to be redeemed as a whole or in part, who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Company, the Trustee shall make such information available
to the Company for such purpose).  Notice
of redemption to all other Holders of Unregistered Securities of any series to
be redeemed as a whole or in part shall be published in an Authorized Newspaper
in The City of New York and in an Authorized Newspaper in London, in each case,
once in each of three successive calendar weeks, the first publication to be
not less than 30 days nor more than 60 days prior to the date fixed for
redemption.  Any notice which is mailed
or published in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives the notice.  Failure to give notice by mail, or any defect
in the notice to the Holder of any Debt Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security of such series.


The notice of redemption to each such Holder shall
specify the principal amount of each Debt Security of such series held by such
Holder to be redeemed, the CUSIP and CINS numbers of the Debt Securities to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Debt Securities and, in the case of Debt Securities with coupons attached
thereto, of all coupons appertaining thereto maturing after the date fixed for
redemption, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue.  In case any Debt
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and
shall state that on and after the date fixed for redemption, upon surrender of
such Debt Security, a new Debt Security or Securities of such series and tenor
in principal amount equal to the unredeemed portion thereof will be issued.


The notice of redemption of Debt Securities of any
series to be redeemed at the option of the Company shall be given by the
Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company; provided however if the Trustee is asked to give the
Notice, the Company will give the Trustee five Business Days prior notice if
such request.


 


21

















 


On or before 10:00 a.m. New York City time on the
redemption date specified in the notice of redemption given as provided in this
Section, the Company will deposit with the Trustee or with one or more Paying
Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in Section 2.06) an amount of money
sufficient to redeem on the redemption date all the Debt Securities of such
series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption.  If all of the outstanding Debt Securities of
a series are to be redeemed, the Company will deliver to the Trustee at least
10 days prior to the last date on which notice of redemption may be given to
Holders pursuant to the first paragraph of this Section 3.02 (or such shorter
period as shall be acceptable to the Trustee) an Officers’ Certificate stating
that all such Debt Securities are to be redeemed.  If less than all the outstanding Debt
Securities of a series are to be redeemed, the Company will deliver to the
Trustee at least 15 days prior to the last date on which notice of redemption
may be given to Holders pursuant to the first paragraph of this Section 3.02
(or such shorter period as shall be acceptable to the Trustee) an Officers’
Certificate stating the aggregate principal amount of such Debt Securities to
be redeemed.  In case of a redemption at
the election of the Company prior to the expiration of any restriction on such
redemption, the Company shall deliver to the Trustee, prior to the giving of
any notice of redemption to Holders pursuant to this Section, an Officers’
Certificate stating that such redemption is not prohibited by such restriction.


If less than all the Debt Securities of a series are
to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as
it shall deem appropriate and fair, Debt Securities of such series to be
redeemed in whole or in part.  Debt Securities
may be redeemed in part in multiples equal to the minimum authorized
denomination for Debt Securities of such series or any multiple thereof.  The Trustee shall promptly notify the Company
in writing of the Debt Securities of such series selected for redemption and,
in the case of any Debt Securities of such series selected for partial
redemption, the principal amount thereof to be redeemed.  For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of
Debt Securities shall relate, in the case of any Debt Security redeemed or to
be redeemed only in part, to the portion of the principal amount of such Debt
Security which has been or is to be redeemed.


Section
3.03.  Payment of
Debt Securities Called for Redemption.  If
notice of redemption has been given as above provided, the Debt Securities or
portions of Debt Securities specified in such notice shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after such date (unless the Company shall default in the
payment of such Debt Securities at the redemption price, together with interest
accrued to such date) interest on the Debt Securities or portions of Debt
Securities so called for redemption shall cease to accrue, and the unmatured
coupons, if any, appertaining thereto shall be void and, except as provided in
Sections 7.11 and 8.05, such Debt Securities shall cease from and after the
date fixed for redemption to be entitled to any benefit under this Indenture,
and the Holders thereof shall have no right in respect of such Debt Securities
except the right to receive the redemption price thereof and unpaid interest to
the date fixed for redemption.  On presentation
and surrender of 


 


22

















 


such Debt Securities at a
place of payment specified in said notice, together with all coupons, if any,
appertaining thereto maturing after the date fixed for redemption, said Debt
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Debt Securities with coupons attached thereto,
to the Holders of the coupons for such interest upon surrender thereof, and in
the case of Registered Securities, to the Holders of such Registered Securities
registered as such on the relevant record date subject to the terms and
provisions of Sections 2.04 and 2.13 hereof.


If any Debt Security called for redemption shall not
be so paid upon surrender thereof for redemption, the Principal shall, until
paid or duly provided for, bear interest from the date fixed for redemption at
the rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Debt Security) borne by such Debt Security.


If any Debt Security with coupons attached thereto
is surrendered for redemption and is not accompanied by all appurtenant coupons
maturing after the date fixed for redemption, the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee, if there be
furnished to each of them such security or indemnity as they may require to
save each of them harmless.


Upon presentation of any Debt Security of any series
redeemed in part only, the Company shall execute and upon the written order of
the Company the Trustee shall authenticate and make available for delivery to
or on the order of the Holder thereof, at the expense of the Company, a new
Debt Security or Securities of such series and tenor (with any unmatured
coupons attached), of authorized denominations, in principal amount equal to
the unredeemed portion of the Debt Security so presented.


Section
3.04.  Exclusion
of Certain Debt Securities from Eligibility for Selection for Redemption. Debt Securities shall be excluded from eligibility for selection
for redemption if they are identified by registration and certificate number in
a written statement signed by an Officer of the Company and delivered to the
Trustee at least 40 days prior to the last date on which notice of redemption
may be given as being owned of record and beneficially by, and not pledged or
hypothecated by either (a) the Company or (b) an entity specifically identified
in such written statement as directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company.


Section
3.05.  Mandatory
and Optional Sinking Funds.  The
minimum amount of any sinking fund payment provided for by the terms of the
Debt 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 the Debt Securities of any series is herein
referred to as an “optional sinking fund
payment.”  The date on which a
sinking fund payment is to be made is herein referred to as the “sinking fund payment date.”


 


23

















 


In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Debt Securities in cash, the
Company may at its option (a) deliver to the Trustee Debt Securities of such
series theretofore purchased or otherwise acquired (except through a mandatory
sinking fund payment) by the Company or receive credit for Debt Securities of
such series (not previously so credited) theretofore purchased or otherwise
acquired (except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 2.11, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or
(c) receive credit for Debt Securities of such series (not previously so
credited) redeemed by the Company through any optional sinking fund
payment.  Debt Securities so delivered or
credited shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Debt Securities.


On or before the sixtieth
day next preceding each sinking fund payment date for any series, or such
shorter period as shall be acceptable to the Trustee, the Company will deliver
to the Trustee an Officers’ Certificate (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of specified Debt Securities of such series
and the basis for such credit, (b) stating that none of the specified Debt
Securities of such series has theretofore been so credited, (c) stating
that no defaults in the payment of interest or Events of Default with respect
to such series have occurred (which have not been waived or cured) and are
continuing and (d) stating whether or not the Company intends to exercise
its right to make an optional sinking fund payment with respect to such series
and, if so, specifying the amount of such optional sinking fund payment which
the Company intends to pay on or before the next succeeding sinking fund
payment date.  Any Debt Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Company to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or
reasonably promptly thereafter if acceptable to the Trustee).  Such Officers’ Certificate shall be
irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments or delivery of Debt
Securities therein referred to, if any, on or before the next succeeding
sinking fund payment date.  Failure of
the Company, on or before any such sixtieth day, to deliver such Officer’s
Certificate and Debt Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Company (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Debt Securities
of such series in respect thereof and (ii) that the Company will make no
optional sinking fund payment with respect to such series as provided in this
Section.


 


If the sinking fund payment
or payments (mandatory or optional or both) to be made in cash on the next
succeeding sinking fund payment date plus any unused balance of any preceding
sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the
Company shall so request with respect to the Debt Securities of any series),
such cash shall be applied on the next succeeding sinking fund payment date to
the redemption of Debt Securities of such series at the sinking fund redemption
price thereof


 


24

















 


together with accrued interest thereon to the
date fixed for redemption.  If such
amount shall be $50,000 (or such lesser sum) or less and the Company makes no
such request then it shall be carried over until a sum in excess of $50,000 (or
such lesser sum) is available.  The
Trustee shall select, in the manner provided in Section 3.02, for redemption on
such sinking fund payment date a sufficient principal amount of Debt Securities
of such series to absorb said cash, as nearly as may be, and shall (if
requested in writing by the Company) inform the Company of the serial numbers
of the Debt Securities of such series (or portions thereof) so selected.  Debt Securities shall be excluded from
eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officers’ Certificate delivered to
the Trustee at least 60 days prior to the sinking fund payment date as being
owned of record and beneficially by, and not pledged or hypothecated by either
(a) the Company or (b) an entity specifically identified in such Officers’
Certificate as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company.  The Trustee, in the name and at the expense
of the Company (or the Company, if it shall so request the Trustee in writing)
shall cause notice of redemption of the Debt Securities of such series to be
given in substantially the manner provided in Section 3.02 (and with the effect
provided in Section 3.03) for the redemption of Debt Securities of such series
in part at the option of the Company. 
The amount of any sinking fund payments not so applied or allocated to
the redemption of Debt Securities of such series shall be added to the next
cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section.  Any and all sinking fund moneys held on the
stated maturity date of the Debt Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment
or redemption of particular Debt Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the Principal of, and interest on, the Debt Securities of such
series at maturity.


 


On or before 10:00 a.m. New
York City time on each sinking fund payment date, the Company shall pay to the Trustee
in cash or shall otherwise provide for the payment of all interest accrued to
the date fixed for redemption on Debt Securities to be redeemed on the next
following sinking fund payment date.


 


The Trustee shall not redeem
or cause to be redeemed any Debt Securities of a series with sinking fund
moneys or mail any notice of redemption of Debt Securities of such series by
operation of the sinking fund during the continuance of a Default in payment of
interest on such Debt Securities or of any Event of Default except that, where
the mailing of notice of redemption of any Debt Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such Debt
Securities, provided that it shall have received from the Company a sum sufficient
for such redemption.  Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such Default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event
of Default, be deemed to have been collected under Article 6 and held for the
payment of all such Debt Securities.  In
case such Event of Default shall have been waived as provided in Section 6.04
or the Default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding 


 


 


25

















sinking fund payment date in
accordance with this Section to the redemption of such Debt Securities.


ARTICLE
4

COVENANTS


Section
4.01.  Payment of
Principal, Premium and Interest. 
The Company shall duly and punctually pay the principal of (and premium,
if any) and interest on the Debt Securities in accordance with the terms of
this Indenture and the Debt Securities of each series.  Interest on the Debt Securities of each
series will be computed on the basis of a 360-day year comprised of twelve
30-day months.


Section
4.02. 
Maintenance of Office or Agency.  The
Company shall maintain an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where any
series of Debt Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Debt Securities of such series and this Indenture may be served.  The Company shall give prompt written notice
to the Trustee of the location, and any change in such location, of such office
or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.


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


Section
4.03.  SEC
Reports.  So long as the Debt
Securities of any series are outstanding, the Company will comply with the
provisions of TIA § 314(a) and will furnish the Holders of the Debt Securities
of such series and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


 


26

















 


Section
4.04. 
Restrictions on Secured Funded Debt. 
The Company will not, nor will it permit any Restricted
Subsidiary to, incur, issue, assume, guarantee or create any Secured Debt,
without effectively providing concurrently with the incurrence, issuance,
assumption, guaranty or creation of any such Secured Debt that the Debt
Securities of each series (together with, if the Company shall so determine,
any other Indebtedness of the Company or such Restricted Subsidiary then
existing or thereafter created which is not subordinated to the Debt Securities)
will be secured equally and ratably with (or prior to) such Secured Debt,
unless, after giving effect thereto, the sum of the aggregate amount of all
outstanding Secured Debt of the Company and its Restricted Subsidiaries
together with all Attributable Debt in respect of sale and leaseback
transactions relating to a Principal Property (with the exception of
Attributable Debt which is excluded pursuant to clauses 4.05(i) to 4.05(viii)
of Section 4.05), would not exceed 15% of Consolidated Net Tangible Assets;
provided, however, that this Section 4.04 shall not apply to, and there shall
be excluded from Secured Debt in any computation under this Section 4.04 and
under Section 4.05, Indebtedness, secured by:


(i)        Liens on property,
shares of Capital Stock or Indebtedness of any corporation existing at the time
such corporation becomes a Subsidiary;


(ii)       Liens on property,
shares of Capital Stock or Indebtedness existing at the time of acquisition
thereof or incurred within 360 days of the time of acquisition thereof
(including, without limitation, acquisition through merger or consolidation) by
the Company or any Restricted Subsidiary;


(iii)      Liens on property,
shares of Capital Stock or Indebtedness thereafter acquired (or constructed) by
the Company or any Restricted Subsidiary and created prior to, at the time of,
or within 360 days (or thereafter if such Lien is created pursuant to a binding
commitment entered into prior to, at the time of or within 360 days) after such
acquisition (including, without limitation, acquisition through merger or
consolidation) (or the completion of such construction or commencement of
commercial operation of such property, whichever is later) to secure or provide
for the payment of all or any part of the purchase price (or the construction
price) thereof;


(iv)      Liens in favor of the
Company or any Restricted Subsidiary;


(v)       Liens in favor of the
United States of America, any State thereof or the District of Columbia or any
foreign government, or any agency, department or other instrumentality thereof,
to secure partial, progress, advance or other payments pursuant to any contract
or provisions of any statute;


(vi)      Liens incurred or
assumed in connection with the issuance of revenue bonds the interest on which
is exempt from federal income taxation pursuant to Section 103(b) of the
Internal Revenue Code;


(vii)     Liens securing the
performance of any contract or undertaking not directly or indirectly in
connection with the borrowing of money, the obtaining of


 


27

















 


advances
or credit or the securing of Indebtedness, if made and continuing in the
ordinary course of business;


(viii)   Liens incurred (no matter
when created) in connection with the Company’s or a Restricted Subsidiary’s
engaging in leveraged or single-investor lease transactions; provided, however,
that the instrument creating or evidencing any borrowings secured by such Lien
will provide that such borrowings are payable solely out of the income and
proceeds of the property subject to such Lien and are not a general obligation
of the Company or such Restricted Subsidiary;


(ix)      Liens in favor of a
governmental agency to qualify the Company or any Restricted Subsidiary to do
business, maintain self insurance or obtain other benefits, or Liens under
workers’ compensation laws, unemployment insurance laws or similar legislation;


(x)       good faith deposits in
connection with bids, tenders, contracts or deposits to secure public or
statutory obligations of the Company or any Restricted Subsidiary, or deposits
of cash or obligations of the United States of America to secure surety and
appeal bonds to which the Company or any Restricted Subsidiary is a party or in
lieu of such bonds, or pledges or deposits for similar purposes in the ordinary
course of business;


(xi)      Liens imposed by law,
such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’,
materialmen’s and vendors’ Liens;


(xii)     Liens arising out of
judgments or awards against the Company or any Restricted Subsidiary with
respect to which the Company or such Restricted Subsidiary at the time shall be
prosecuting an appeal or proceedings for review or Liens arising out of
individual final judgments or awards in amounts of less than $1,000,000;
provided that the aggregate amount of all such individual final judgments or
awards shall not at any one time exceed $1,000,000;


(xiii)    Liens for taxes,
assessments, governmental charges or levies not yet subject to penalties for
nonpayment or the amount or validity of which is being in good faith contested
by appropriate proceedings by the Company or any Restricted Subsidiary, as the
case may be;


(xiv)    Minor survey exceptions,
minor encumbrances, easements or reservations of, or rights of others for,
rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions or Liens as to the use of
real properties, which Liens, exceptions, encumbrances, easements,
reservations, rights and restrictions do not, in the opinion of the Company, in
the aggregate materially detract from the value of said properties or
materially impair their use in the operation of the business of the Company and
its Restricted Subsidiaries;


(xv)     Liens incurred to finance
all or any portion of the cost of construction, alteration or repair of any
Principal Property or improvements


 


28

















 


thereto
created prior to or within 360 days (or thereafter if such Lien is created
pursuant to a binding commitment to lend entered into prior to, at the time of,
or within 360 days) after completion of such construction, alteration or
repair;


(xvi)    Liens existing on the
date of the Indenture;


(xvii)   Liens created in
connection with a project financed with, and created to secure, a Nonrecourse
Obligation; or


(xviii)  Any extension, renewal,
refunding or replacement of the foregoing; provided that (i) such extension,
renewal, refunding or replacement Lien shall be limited to all or a part of the
same property that secured the Lien extended, renewed, refunded or replaced
(plus improvements on such property) and (ii) the Funded Debt secured by such
Lien at such time is not increased.


Section
4.05.  Limitation
on Sale/Leaseback Transactions.  The
Company will not, nor will it permit any Restricted Subsidiary to, enter into
any arrangement with any Person providing for the leasing by the Company or any
Restricted Subsidiary of any Principal Property of the Company or any
Restricted Subsidiary (which lease is required by GAAP to be capitalized on the
balance sheet of such lessee), which Principal Property has been or is to be
sold or transferred by the Company or such Restricted Subsidiary to such person
(a “Sale and Leaseback Transaction”)
unless, after giving effect thereto, the aggregate amount of all Attributable
Debt with respect to all such Sale and Leaseback Transactions plus all Secured
Debt (with the exception of Funded Debt secured by Liens which is excluded
pursuant to clauses 4.04(i) to 4.04(xviii) of Section 4.04) would not exceed
15% of Consolidated Net Tangible Assets. This covenant will not apply to, and
there will be excluded from Attributable Debt in any computation under Section
4.04 or this Section 4.05, Attributable Debt with respect to any sale and
leaseback transaction if:


(i)        the Company or a
Restricted Subsidiary is permitted to create Funded Debt secured by a Lien
pursuant to clauses 4.04(i) to 4.04(xviii) of Section 4.04 on the Principal
Property to be leased, in an amount equal to the Attributable Debt with respect
to such Sale and Leaseback Transaction, without equally and ratably securing
the Debt Securities;


(ii)       the property leased
pursuant to such arrangement is sold for a price at least equal to such
property’s fair market value (as determined by the Chief Executive Officer, the
President, the Chief Financial Officer, the Treasurer or the Controller of the
Company) and the Company or a Restricted Subsidiary, within 360 days after the
sale or transfer shall have been made by the Company or a Restricted Subsidiary,
shall apply the proceeds thereof to the retirement of Indebtedness or Funded
Debt of the Company or any Restricted Subsidiary (other than Indebtedness or
Funded Debt owed by the Company or any Restricted Subsidiary); provided,
however, that no retirement referred to in this clause 4.05(ii) may be effected
by payment at maturity or pursuant to any mandatory sinking fund payment
provision of Indebtedness or Funded Debt;


 


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(iii)      the Company or a
Restricted Subsidiary applies the net proceeds of the sale or transfer of the
Principal Property leased pursuant to such transaction to the purchase of
assets (and the cost of construction thereof) within 360 days prior or
subsequent to such sale or transfer;


(iv)     the effective date of any
such arrangement or the purchaser’s commitment therefor is within 36 months
prior or subsequent to the acquisition of the Principal Property (including,
without limitation, acquisition by merger or consolidation) or the completion of
construction and commencement of operation thereof (which, in the case of a
retail store, is the date of opening to the public), whichever is later;


(v)      the lease in such Sale
and Leaseback Transaction is for a term, including renewals, of not more than three
years;


(vi)     the Sale and Leaseback
Transaction is entered into between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries,


(vii)    the lease secures or
relates to industrial revenue or pollution control bonds; or


(viii)   the lease payment is
created in connection with a project financed with, and such obligation
constitutes, a Nonrecourse Obligation.


Section
4.06.  Compliance
Certificates.  The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year,
beginning December 31, 2006, an Officers’ Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such Officers’ Certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each covenant contained
in this Indenture and is not in default in the performance or observance of any
of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action each is taking or
proposes to take with respect thereto). 
The Company shall also comply with TIA § 314(a)(4).


Section
4.07.  Further
Instruments And Acts.  Upon
request of the Trustee, or as necessary the Company will execute and deliver
such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this
Indenture.


Section
4.08. 
Calculation of Original Issue Discount. 
If any Debt Securities of any series shall be issued with
original issue discount for U.S. federal income tax purposes, then the Company
shall file with the Trustee promptly at the end of each calendar year in which
such Debt Securities (the “OID Debt Securities”)
are outstanding:


 


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(i)    a written notice specifying
the amount of original issue discount (including daily rates and accrual
periods) accrued on outstanding the OID Debt Securities as of the end of such
year; and


(ii)   such other specific
information relating to such original issue discount as may then be relevant
under the Code.


ARTICLE
5

SUCCESSORS


Section
5.01.  When the
Company May Merge, Consolidate or Dispose of Assets.  The Company shall not consolidate
with, merge with or into, or sell, convey, transfer, lease or otherwise dispose
of all or substantially all of its property and assets (as an entirety or
substantially as an entirety in one transaction or a series of related
transactions) to, any Person (other than a consolidation with or merger with or
into a Restricted Subsidiary or a sale, conveyance, transfer, lease or other
disposition to a Restricted Subsidiary) or permit any Person to merge with or
into the Company unless:


(i)    either (a) the Company
shall be the continuing Person (the “Successor Company”)
or (b) the Successor Company (if other than the Company) formed by such
consolidation or into which the Company is merged or that acquired or leased
such property and assets of the Company shall be a corporation organized and
validly existing under the laws of the United States of America or any
jurisdiction thereof and shall expressly assume, by a supplemental indenture,
executed and delivered to the Trustee, all of the obligations of the Company
under each series of Debt Securities and this Indenture, and the Company shall
have delivered to the Trustee an Opinion of Counsel stating that such
consolidation, merger or transfer and such supplemental indenture complies with
this provision and that all conditions precedent provided for in this Indenture
relating to such transaction have been complied with and that such supplemental
indenture constitutes the legal, valid and binding obligation of the Company or
such successor enforceable against such entity in accordance with its terms,
subject to customary exceptions; and


(ii)   the Company shall have
delivered to the Trustee an Officers’ Certificate to the effect that
immediately after giving effect to such transaction, no Default shall have
occurred and be continuing and an opinion of counsel as to the matters set
forth in paragraph 5.01(i) above.


Section
5.02.  Successor
Company Substituted.  The
Successor Company shall be the successor to the Company and shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture, but the predecessor Person in the case of a conveyance,
transfer or lease shall not be released from the obligation to pay the
principal of and interest on the Debt Securities.


 


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ARTICLE
6

DEFAULT AND REMEDIES


Section
6.01.  Events of
Default.  Each of the
following shall constitute an “Event of Default” with respect to each series of
Debt Securities individually:


(i)    the Company defaults in the
payment of all or any part of the principal of the Debt Securities of such
series when the same becomes due and payable at maturity, upon acceleration,
redemption or mandatory repurchase, including as a sinking fund installment, or
otherwise;


(ii)   the Company defaults in the
payment of any interest on the Debt Securities of such series when the same
becomes due and payable, and such default continues for a period of 30 days;


(iii)  the Company defaults in the
performance of or breaches any other covenant or agreement of the Company in
the Indenture and such default or breach continues for a period of 60
consecutive days after written notice thereof has been given to the Company by
the Trustee or to the Company and the Trustee by the Holders of 25% or more in
aggregate principal amount of the Debt Securities of such series;


(iv)  an involuntary case or other
proceeding shall be commenced against the Company with respect to the Company
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect seeking the appointment or a trustee, receiver, liquidator,
custodian or other similar official of the Company or for any substantial part
of the property and assets of the Company, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an
order for relief shall be entered against the Company under any bankruptcy,
insolvency or other similar law now or hereafter in effect;


(v)   the Company (1) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under any such law, (2) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or for all or substantially all
of the property and assets of the Company or (3) effects any general assignment
for the benefit of creditors;


(vi)  an event of default as
defined in any one or more indentures or instruments evidencing or under which
the Company has at the date of this Indenture or shall thereafter have
outstanding an aggregate of at least $50,000,000 aggregate principal amount of indebtedness
for borrowed money, shall happen and be continuing and such indebtedness shall
have been accelerated so that the same shall be or become due and payable prior
to the date on which the same would otherwise have become due and payable and
such acceleration shall not be


 


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rescinded
or annulled within ten days after notice thereof shall have been given to the
Company by the Trustee (if such event be known to it), or to the Company and
the Trustee by the Holders of at least 25% in aggregate principal amount of the
Debt Securities of such series at the time outstanding; provided that if such
event of default under such indentures or instruments shall be remedied or
cured by the Company or waived by the holders of such indebtedness, then the
Event of Default under this clause 6.01(vi) shall be deemed likewise to have
been thereupon remedied, cured or waived without further action upon the part
of either the Trustee or any of the Holders of such series; and


(vii) failure by the Company to
make any payment at maturity, including any applicable grace period, in respect
of at least $50,000,000 aggregate principal amount of indebtedness for borrowed
money and such failure shall have continue for a period of ten days after
notice thereof shall have been given to the Company by the Trustee (if such
event be known to it), or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Debt Securities of such series
at the time outstanding; provided that if such failure shall be remedied or
cured by the Company or waived by the holders of such indebtedness, then the
Event of Default under this clause 6.01(vii) shall be deemed likewise to have
been thereupon remedied, cured or waived without further action upon the part
of either the Trustee or any of the Holders of such series.


The foregoing will constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary
or involuntary or is 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.


The Company shall deliver to the Trustee, within 30
days after the occurrence thereof, an Officers’ Certificate of any Event of
Default pursuant to clause 6.01(iii), clause 6.01(iv), clause 6.01(v), clause
6.01(vi), or clause 6.01(vii) and any event which with the giving of notice or
the lapse of time would become an Event of Default, its status and what action
the Company is taking or proposes to take in respect thereof.


Section
6.02. 
Acceleration.  If an
Event of Default occurs and is continuing, then, and in each and every such
case, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Debt Securities of such series then outstanding by
notice in writing to the Company (and to the Trustee if given by Holders), may
declare the entire outstanding principal amount of all Debt Securities of such
series, and the interest accrued thereon, if any, to be immediately due and
payable (collectively, the “Default Amount”). 
Upon such a declaration, the Default Amount shall be due and payable
immediately.  Notwithstanding the
foregoing, in case of an Event of Default specified in clause 6.01(iv) or
clause 6.01(v) of Section 6.01 with respect to a series of Debt Securities,
then the principal amount of all the Debt Securities of such series then
outstanding and interest accrued thereon, if any, shall be and become
immediately due and payable, without any notice or other action by any Holder
of the Debt Securities of such series or the Trustee to the full extent
permitted by applicable law.  The Holders
of a


 


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majority in aggregate
principal amount of the then outstanding Debt Securities of such series by
written notice to the Trustee may on behalf of all of the Holders of the Debt
Securities of such series rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.


Section
6.03.  Other
Remedies.  If an Event of Default
with respect to a series of Debt Securities occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal,
premium, if any, and interest on the Debt Securities of such series or to
enforce the performance of any provision of the Debt Securities of such series
and this Indenture.


The Trustee may maintain a proceeding even if it
does not possess any of the Debt Securities of such series or does not produce
any such Debt Securities in the proceeding. 
A delay or omission by the Trustee or any Holder of a Debt Security of
such series in exercising any right or remedy accruing upon any Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in such Event of Default. 
No remedy shall be exclusive of any other remedy.  All remedies shall be cumulative to the
extent permitted by law.


Section
6.04.  Waiver of
Past Defaults.  Holders of at
least a majority in principal amount of the outstanding Debt Securities of any
series, by notice to the Trustee, may waive an existing Default or Event of
Default and its consequences, except (i) a Default in the payment of principal
of or interest on any Debt Securities of such series as specified in clauses
6.01(i) or 6.01(ii) of Section 6.01 or (ii) a Default in respect of a covenant
or provision that under Section 9.02 cannot be modified or amended without the
consent of the Holder of each outstanding Debt Securities of such series
affected.  Upon any such waiver, such
Default shall cease to exist with respect to the Debt Securities of such
series, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture, but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto.


Section
6.05.  Control by
Majority.  Holders of at least
a majority in aggregate principal amount of the outstanding Debt Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee by this Indenture with respect to the Debt Securities
of such series; provided that the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, that, subject to Section 7.01 may
involve the Trustee in personal liability, or that the Trustee determines in
good faith may be prejudicial to the rights of Holders of such series not
joining in the giving of such direction; and provided further that the Trustee
may take any other action it deems proper that is not inconsistent with any
directions received from Holders of Debt Securities of such series pursuant to
this Section 6.05.


Section
6.06.  Limitation
on Suits.  No Holder of any Debt
Securities of any series may institute any proceeding, judicial or otherwise,
with respect to this Indenture or the


 


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Debt Securities of such
series, or for the appointment of a receiver or trustee, or for any other
remedy under this Indenture, unless:


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


(ii)   the Holders of at least 25%
in aggregate principal amount of outstanding Debt 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 under the
Indenture;


(iii)  such Holder or Holders have
offered to the Trustee indemnity reasonably satisfactory to the Trustee against
any costs, liabilities or expenses 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)   during such 60-day period,
the Holders of a majority in aggregate principal amount of the outstanding Debt
Securities of such series have not given the Trustee a direction that is
inconsistent with such written request.


A Holder of Debt Securities of any series may not
use this Indenture to prejudice the rights of another Holder of such series or
to obtain a preference or priority over such other Holder.


Section
6.07. 
Unconditional Right of Holders of Debt Securities to Receive
Payment.  Notwithstanding any
other provision of this Indenture, the right of any Holder of a Debt Security
to receive payment of principal, premium, if any, and interest on such Debt
Security, on or after the respective due dates expressed in such Debt Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of any
such Holder of a Debt Security.


Section
6.08.  Collection
Suit by Trustee.  If an Event
of Default specified in Section 6.01(i) or Section 6.01(ii) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the entire amount then due and owing,
plus the amounts provided for in Section 7.07.


Section
6.09.  Trustee
May File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders of the Debt Securities allowed in any judicial proceedings relative to
the Company, the Company’s creditors or the Company’s property, and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
of Debt Securities in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder of a Debt Security to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders of Debt Securities, to pay to the Trustee any
amount due to it for the


 


35

















 


reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due to Trustee under Section 7.07.  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 Debt Security any plan of reorganization, arrangement,
adjustment or composition affecting the Debt Securities or the rights of any
Holder of a Debt Security thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder of a Debt Security in any such proceeding.


Section
6.10. 
Priorities.  If the
Trustee collects any money pursuant to this Article 6, it shall pay out the
money in the following order:


(i)    FIRST:  to the Trustee for amounts due to it under
Section 7.07;


(ii)   SECOND:  to Holders of Debt Securities for amounts due
and unpaid on the Debt Securities for principal, premium, if any, and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Debt Securities for principal, premium, if any, and
interest, respectively; and


(iii)  THIRD:  to the Company.


The Trustee may fix a record date and payment date
for any payment to Holders of Debt Securities pursuant to this Section 6.10.


Section
6.11. 
Undertaking for Costs.  In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party
litigant.  This Section 6.11 shall not
apply to a suit by the Trustee, a suit by a Holder of a Debt Security pursuant
to Section 6.07, or a suit by Holders of more than 10% in principal amount of
the Debt Securities then outstanding.


Section 6.12.  Waiver of Stay, Extension and Usury
Laws.  The Company (to the extent
that it may lawfully do so) shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.


 


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ARTICLE
7

TRUSTEE


Section
7.01.  Duties of
Trustee.


(a)   If an Event of Default of which a Responsible
Officer of the Trustee has actual knowledge has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.


(b)   Except during the continuance of an Event of
Default of which a Responsible Officer of the Trustee is aware:


(i)    the duties of the Trustee
shall be determined solely by the express provisions of this Indenture and the
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others; and


(ii)   in the absence of bad faith
on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However,
with respect to certificates or opinions specifically required by any provision
hereof to be furnished to it, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of the mathematical
calculations or other facts stated therein).


(c)   The Trustee shall not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or
its own willful misconduct or bad faith, except that:


(i)    this paragraph does not
limit the effect of paragraph (b) of this Section 7.01;


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


(iii)  the Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with a direction received by it pursuant to Section 6.05.


(d)   Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is
subject to paragraph (a), paragraph (b) and paragraph (c) of this Section 7.01.


(e)   No provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties 


 


37

















 


hereunder or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable grounds to
believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.


(f)    The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the
Company.


(g)   Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law.


(h)   Every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 7.01 and to the
provisions of the TIA.


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


(j)    in no event shall the Trustee be responsible
or liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.


Section
7.02.  Rights of
Trustee.  Subject to Trust
Indenture Act Sections 315(a) through (d):


(a)   The Trustee may conclusively rely and shall
be protected in acting or refraining from acting upon any document reasonably
believed by it to be genuine and to have been signed or presented by the proper
Person.  The Trustee need not investigate
any fact or matter stated in any such document.


(b)   Before the Trustee acts or refrains from
taking any act, the Trustee may require an Officers’ Certificate or an Opinion
of Counsel or both.  The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith
in reliance on such Officers’ Certificate or such Opinion of Counsel.


(c)   The Trustee may act through agents and shall
not be responsible for the misconduct or negligence of any agent; provided,
however, that any such agent is appointed by the Trustee with due care.


(d)   The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith which it reasonably
believes to be authorized or within its rights or powers conferred upon it by
this Indenture; provided, however, that the Trustee’s conduct does not
constitute negligence, willful misconduct or bad faith.


38

















(e)   The Trustee may consult with counsel of its
selection, and the advice or opinion of counsel with respect to legal matters
shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by the Trustee hereunder in
good faith and in accordance with the advice or opinion of such counsel.


(f)    the Trustee shall not be deemed to have
notice of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Debt Securities and
this Indenture.


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


(h)   the Trustee may request that the Company
deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superceded.


Section
7.03.  Individual
Rights of Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Debt Securities and may otherwise deal with the Company or any Affiliate of
the Company with the same rights as it would have if the Trustee were not the
Trustee hereunder.  However, in the event
the Trustee acquires any conflicting interest in accordance with the TIA it
must eliminate such conflicting interest within 90 days, apply to the SEC for
permission to continue as Trustee or resign. 
Any Paying Agent, Registrar or co-registrar may do the same with like
rights.  The Trustee shall at all times
remain subject to Section 7.10 and Section 7.11.


Section
7.04.  Trustee’s
Disclaimer.  The Trustee shall
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Debt Securities, it shall not be accountable
for the Company’s use of the proceeds of the Debt Securities and it shall not
be responsible for any statement contained herein or any statement contained in
the Debt Securities or any other document in connection with the sale of the
Debt Securities or pursuant to this Indenture other than the Trustee’s
certificates of authentication.


Section
7.05.  Notice of
Default.  If a Default occurs
and is continuing with respect to a series of Debt Securities and if such
Default is known to a Responsible Officer of the Trustee, the Trustee shall
mail to each Holder of a Debt Security of such series a notice of such Default
within 90 days (or such shorter period as may be required by applicable law)
after such Default occurs.  Except in the
case of a Default in payment of principal of, premium, if any, or interest on
any Debt Security, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith 


 


39

















 


determines that withholding
the notice is in the interests of the Holders of the Debt Securities.


Section
7.06.  Reports by
Trustee to Holders of Debt Securities.  Within
60 days after each May 15, beginning with May 15 following the date of this
Indenture, the Trustee shall mail to Holders of the Debt Securities a brief
report dated as of such reporting date that complies with TIA § 313(a) to the
extent such a report is required by TIA § 313(a).  The Trustee also shall comply with TIA §
313(b).


A copy of each report at the time of its mailing to
the Holders of Debt Securities shall be mailed to the Company and filed with
the SEC and each stock exchange on which the Debt Securities may be
listed.  The Company shall promptly
notify the Trustee upon the Debt Securities being listed on any stock exchange
and any delisting thereof.


Section
7.07. 
Compensation and Indemnity.  The
Company shall pay to the Trustee from time to time such compensation as the
Company and the Trustee shall agree to in writing from time to time for the
Trustee’s acceptance of this Indenture and its services hereunder.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee for
all reasonable out-of-pocket expenses incurred or made by it in the course of
its services hereunder.  Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee’s agents, counsel, accountants and experts.


The Company shall indemnify the Trustee and any
predecessor Trustee against any and all loss, liability, claim, damage or
expense, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee), incurred by it in connection with the
administration of this trust and the performance of its duties under this
Indenture, except any such loss, liability or expense determined to have been
caused by negligence, or willful misconduct of the Trustee.


The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. 
Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder except to the extent that the Company may
be materially prejudiced by such failure. 
The Company shall defend the claim and the Trustee shall cooperate in
the defense of such claim.  The Trustee
may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel.  The Company
need not reimburse any expense or indemnify against any loss, liability or
expense incurred by the Trustee through the Trustee’s own negligence, willful
misconduct or bad faith.  The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.


The Company’s payment obligations under this Section
7.07 shall survive the satisfaction and discharge of this Indenture.


To secure the Company’s payment obligations under
this Section 7.07, the Trustee shall have a Lien prior to the Debt Securities
on all money or property held or 


40

















 


collected by the Trustee,
except such money or property that is held by it in trust for the benefit of
Holders of Debt Securities to pay principal and interest on particular Debt
Securities.


If the Trustee shall incur expenses after the
occurrence of a Default specified in Section 6.01(iv) or Section 6.01(v), such
expenses (including the reasonable fees and expenses of its agents and counsel)
are intended to constitute expenses of administration under Bankruptcy Law.


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


Section
7.08. 
Replacement of Trustee.  A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.


The Trustee may resign at any time and be discharged
from the trust hereby created by so notifying the Company in writing.  The Holders of Debt Securities of not less
than a majority in principal amount of the Debt Securities of any series then
outstanding may remove the Trustee by so notifying the Trustee and the Company
in writing.  The Company shall remove the
Trustee if:


(i)    the Trustee fails to comply
with Section 7.10;


(ii)   the Trustee is adjudged
bankrupt or insolvent;


(iii)  a Custodian or other public
officer takes charge of the Trustee or its property; or


(iv)  the Trustee otherwise
becomes incapable of acting.


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.  Within one year
after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Debt Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.


If a successor Trustee does not take office within
30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of Debt Securities of at least 10% in principal
amount of the then outstanding Debt Securities of any series may petition at
the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee.


If the Trustee after written request by any Holder
of a Debt Security who has been a Holder of a Debt Security for at least six
months fails to comply with Section 7.10, such Holder of a Debt Security may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


 


41

















 


Any successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all of the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to Holders of Debt Securities. 
The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the Lien provided for in Section
7.07.  Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company’s obligations under Section
7.07 shall continue for the benefit of the retiring Trustee.


Section
7.09.  Successor
Trustee by Merger, Etc.  If
the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
entity without any further act shall constitute the successor Trustee;
provided, however, that such entity shall be otherwise qualified and eligible
under this Article 7.


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


Section
7.10. 
Eligibility; Disqualification.  This
Indenture at all times shall have a Trustee which satisfies the requirements of
TIA § 310(a).  Trustee shall be a
corporation organized and doing business under the laws of the United States of
America or of any State thereof authorized under such laws to exercise
corporate trustee power, shall be subject to supervision or examination by
federal or state authority and shall have a combined capital and surplus of at
least $50 million as set forth in its most recently published annual report of
condition.  The Trustee shall be subject
to TIA § 310(b).


Section
7.11. 
Preferential Collection of Claims against the Company.  The Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee which has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein.


 


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ARTICLE
8

DISCHARGE OF INDENTURE; DEFEASANCE


Section
8.01.  Discharge
of Liability on Debt Securities; Defeasance.


(a)   When (i) all Debt Securities of any series
previously authenticated and delivered (other than Debt Securities replaced
pursuant to Section 2.07) have been delivered to the Trustee for cancellation
and the Company has paid all sums payable by it with respect to that series of
Debt Securities under the Indenture, or (ii) (A) the Debt Securities of any
series mature within one year or all of them are to be called for redemption
within one year under arrangements satisfactory to the Trustee for giving the
notice of redemption, (B) the Company irrevocably deposits in trust with the
Trustee, as trust funds solely for the benefit of the Holders of the Debt
Securities of such series for that purpose, money or U.S. Government
Obligations or a combination thereof sufficient (unless such funds consist
solely of money, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee), without consideration of any reinvestment, to pay the principal
of and interest on the Debt Securities of such series (other than Debt
Securities of such series replaced pursuant to Section 2.07) to maturity or
redemption, as the case may be, and to pay all other sums payable by it under
this Indenture, and (C) the Company delivers to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for in this Article 8 relating to the satisfaction and
discharge of the Indenture with respect to the Debt Securities of such series
have been complied with, then this Indenture shall, subject to Section 8.01(c),
cease to be of further effect with respect to the Debt Securities of such
series. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers’ Certificate and
an Opinion of Counsel and at the cost and expense of the Company.


(b)   Subject to Section 8.01(c) and Section 8.02,
the Company at any time may terminate (i) all of the Company’ obligations under
the Debt Securities of any series and this Indenture (“legal defeasance”); or
(ii) its obligations under Section 4.02, Section 4.03, Section 4.04, Section
4.05, Section 4.06, Section 4.07, Section 6.01(vi) and Section 6.01(vii) (“covenant
defeasance”).  The Company may exercise
its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.


If the Company exercises its legal defeasance
option, payment of the Debt Securities of any series may not be accelerated
because of an Event of Default.  If the
Company exercises its covenant defeasance option, payment of the Debt
Securities of such series may not be accelerated because of an Event of Default
specified in Section 6.01(iii).


Upon satisfaction of the conditions set forth herein
and at the request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations of the Company terminated thereby.


 


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(c)   Notwithstanding clause (a) and clause (b)
above, the Company’ obligations contained in Section 2.02, Section 2.03,
Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 7.07, Section
7.08 and this Article 8 shall survive until the Debt Securities of such series
have been paid in full.  Thereafter, the
Company’s obligations contained in Section 7.07, Section 8.04 and Section 8.05
shall survive.


Section
8.02.  Conditions
to Defeasance. The Company may exercise its legal defeasance option
or its covenant defeasance option only if:


(i)    with reference to this
Section 8.02, the Company has irrevocably deposited in trust with the Trustee
as trust funds solely for the benefit of the Holders of the Debt Securities of
such series, for payment of the principal of and interest on the Debt
Securities of such series, money or U. S. Government Obligations or a
combination thereof sufficient (unless such funds consist solely of money, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee) without
consideration of any reinvestment and after payment of all federal, state and
local taxes or other charges and assessments in respect thereof payable by the
Trustee, to pay and discharge the principal of and accrued interest on the
outstanding Debt Securities of such series to maturity or earlier redemption
(irrevocably provided for under arrangements satisfactory to the Trustee), as
the case may be;


(ii)   such deposit will not
result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company is
a party or by which it is bound;


(iii)  no Default with respect to
the Debt Securities of such series shall have occurred and be continuing on the
date of such deposit;


(iv)  the Company shall have
delivered to the Trustee an Opinion of Counsel that (1) the Holders of the Debt
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of the Company’s exercise of its option under
this Section and will be subject to Federal income tax on the same amount and
in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred and (2) the Holders of the Debt
Securities of such series have a valid security interest in the trust funds;
and


(v)   the Company has delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case
stating that all conditions precedent herein provided relating to the
defeasance contemplated by this Section have been complied with.


In the case of legal defeasance under this Section
8.02 the Opinion of Counsel referred to in clause (iv)(1) above may be replaced
by a ruling directed to the Trustee received from the Internal Revenue Service
to the same effect.  Before or after a
deposit, 


 


44

















 


the Company may make
arrangements satisfactory to the Trustee for the redemption of the Debt
Securities of such series at a future date in accordance with Article 3.


Section
8.03. 
Application of Trust Money.  The
Trustee shall hold in trust money or U.S. Government Obligations deposited with
it pursuant to this Article 8.  The
Trustee shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of, and premium, if any, and interest on, the Debt
Securities of such series.


Section
8.04.  Repayment
to the Company.  The Trustee
and the Paying Agent shall promptly turn over to the Company upon request any
excess money or securities held by them at any time.


Subject to any applicable abandoned property law,
the Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years, and, thereafter, Holders of Debt Securities of such
series entitled to the money shall look to the Company for payment as general
creditors.


Section
8.05.  Indemnity
for Government Obligations.  The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.


Section
8.06. 
Reinstatement.  If the
Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article 8 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Debt Securities of such series shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article 8 until such time as the Trustee or Paying Agent is permitted to apply
all such money or U.S. Government Obligations in accordance with this Article
8; provided, however, that, if the Company has made any payment of interest on
or principal of any of the Debt Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Debt Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.


ARTICLE
9

AMENDMENT, SUPPLEMENT AND WAIVER


Section
9.01.  Without
Consent of Holders of Debt Securities.  The
Company and the Trustee may amend or supplement this Indenture or the Debt
Securities of any series without notice to or the consent of any Holder of a
Debt Security of such series:


 


45

















 


(i)    to cure any ambiguity,
defect or inconsistency in this Indenture; provided that such amendments or
supplements shall not materially and adversely affect the interests of the
Holders of the Debt Securities of such series;


(ii)   to provide for the
assumption of the Company’s obligations to the Holders of the Debt Securities
of such series in connection with a consolidation or merger of the Company or
the sale, conveyance, transfer, lease or other disposal of all or substantially
all of the property and assets of the Company pursuant to Article 5;


(iii)  to comply with any
requirements of the SEC in connection with the qualification of this Indenture
under the TIA;


(iv)  to evidence and provide for
the acceptance of appointment under this Indenture by a successor Trustee;


(v)   to make any change that does
not materially and adversely affect the rights of any Holder of the Debt
Securities of such series; or


(vi)  to make any change to
conform the Indenture to the “Description of Debt Securities” contained in the
Offering Circular dated September 9, 2004 relating to the Debt Securities.


Upon the request of the Company accompanied by a
resolution of the Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon receipt by the Trustee of the
documents described in Section 9.06, the Trustee shall join with the Company in
the execution of any amended or supplemental Indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations which may be contained therein, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture which adversely
affects its own rights, duties or immunities under this Indenture or otherwise.


After an amendment, supplement or waiver under this
Section 9.01 becomes effective, the Company shall mail to the Holders of Debt
Securities of any series affected thereby a notice briefly describing any such
amendment, supplement or waiver.  Any
failure of the Company to mail such notice, or any defect therein, shall not in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.  Subject to Section
6.04 and Section 6.07, the Holders of a majority in aggregate principal amount
of the Debt Securities of such series then outstanding may waive compliance by
the Company in any particular instance with any provision of this Indenture or
the Debt Securities of such series.


Section
9.02.  With
Consent of Holders of Debt Securities.  The
Company and the Trustee may amend or supplement this Indenture, the Debt
Securities of any series or any amended or supplemental Indenture with the
written consent of the Holders of Debt Securities of at least a majority in
aggregate principal amount of the Debt Securities of such series then
outstanding, and any existing Default and its consequences or compliance with
any provision of this Indenture or the Debt Securities of such series may 


 


46

















 


be waived with the consent
of the Holders of a majority in principal amount of the Debt Securities of such
series then outstanding.  However,
without the consent of each Holder of a Debt Security of such series affected,
any amendment, supplement or waiver may not:


(i)    extend the Stated Maturity
of the principal of, or any installment of interest on, such Holder’s Debt Securities,
or reduce the principal thereof or the rate of interest thereon, or any premium
payable with respect thereto, or change any place or currency of payment where
any Debt Security of such series or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the due date therefor;


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


(iii)  waive a Default in the
payment of principal of or interest on any Debt Security of such Holder; or


(iv)  modify any of the provisions
of this Section, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each outstanding Debt Security of such series
thereunder affected thereby.


Upon the request of the Company accompanied by a
resolution of the Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon the filing with the Trustee of
evidence satisfactory with the Trustee of the consent of the Holders of Debt
Securities of such series as aforesaid and upon receipt by the Trustee of the
documents described in Section 9.06, the Trustee shall join with the Company in
the execution of such amended or supplemental Indenture unless such amended or
supplemental Indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.


It shall not be necessary for the consent of the
Holders of Debt Securities of such series under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it
shall be sufficient if such consent approves the substance thereof.


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company
shall mail to the Holders of Debt Securities of such series affected thereby a
notice briefly describing any such amendment, supplement or waiver.  Any failure of the Company to mail such
notice, or any defect therein, shall not in any way impair or affect the
validity of any such amended or supplemental Indenture or waiver.


 


47

















The Company may, but shall not be obligated to, fix
a record date for the purpose of determining the Persons entitled to consent to
any indenture supplemental hereto.  If a
record date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such
record date; provided, that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date which
is 90 days after such record date, any such consent previously given shall
automatically and without further action by an Holder be cancelled and of no
further effect.


Section
9.03.  Compliance
with Trust Indenture Act.  Every
amendment or supplement to this Indenture or the Debt Securities of any series
shall be set forth in an amended or supplemental Indenture that complies with
the TIA as then in effect.


Section
9.04.  Revocation
and Effect of Consents and Waivers.  Until
an amendment, supplement or waiver becomes effective, a consent to such
amendment, supplement or waiver by a Holder of a Debt Security of any series is
a continuing and binding consent by the Holder of a Debt Security of such
series and every subsequent Holder of a Debt Security of such series or portion
of a Debt Security of such series that evidences the same debt as the
consenting Holder’s Debt Security, even if a notation of the consent or waiver
is not made on any Debt Security. 
However, any such Holder of a Debt Security of such series or subsequent
Holder of a Debt Security of such series may revoke the consent as to its Debt
Security if the Trustee receives written notice of revocation before the date
the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver shall
become effective in accordance with its terms and thereafter shall bind every
Holder of a Debt Security of such series.


The Company may, but shall not be obligated to, fix
a record date for the purpose of determining the Holders of Debt Securities of
any series entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture.  If a record date is fixed, then
notwithstanding the immediately preceding paragraph, such Persons which were
Holders of Debt Securities of such series at such record date (or their duly
designated proxies), and only such Persons, shall be entitled to give such
consent or to revoke any consent previously given or to take any such action,
whether or not such Persons continue to be Holders of Debt Securities of such
series after such record date.  No such
consent shall be valid or effective for more than 120 days after such record
date.


Section
9.05.  Notation
On or Exchange of Debt Securities.  If
an amendment or supplement changes the terms of a Debt Security of any series,
the Trustee may require the Holder of such Debt Security to deliver such Debt
Security to the Trustee.  The Trustee may
place an appropriate notation on the Debt Security regarding the changed terms
and return it to the Holder of such Debt Security.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for such Debt Security shall issue and
the Trustee shall authenticate a new Debt Security that reflects such changed
terms.  Failure to make the appropriate
notation or to issue a new Debt Security shall not affect the validity of such
amendment or supplement.


 


48

















 


Section
9.06.  Trustee to
Sign Amendments, Etc.  The
Trustee shall sign any amended or supplemental Indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign
it.  In signing such amendment or
supplement the Trustee shall be provided with, and (subject to Section 7.01) shall
be fully protected in relying upon, an Officer’s Certificate and an Opinion of
Counsel stating that such amendment or supplement is authorized or permitted
pursuant to this Indenture.  The Company
shall not sign any amendment or supplemental Indenture until the Board of
Directors approves any such amendment or supplemental Indenture.


ARTICLE
10

MISCELLANEOUS


Section
10.01.  Trust
Indenture Act Controls.  If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA § 318(c), such imposed duties shall control.


Section
10.02. 
Notices.  Any notice or
communication by the Company or the Trustee to the other is duly given if in
writing and delivered in person or mailed by first class mail (registered or
certified, return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other’s address:


If to the Company:


                                CVS Corporation
                                One CVS
Drive
                                Woonsocket,
Rhode Island 02895
                                Telecopier
No.: (401) 765-1500
                                Attention:  General Counsel


If to the Trustee:


                                The Bank of New York Trust Company,
N.A.
                                222
Berkeley Street, 2nd Floor
                                Boston,
Massachusetts 02116
                                Telecopier
No: (617) 351-2401
                                Attention:
Corporate Trust Administration


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


All notices and communications (other than those
sent to Holders of Debt Securities) shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day 


 


49

















after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery.


Any notice or communication to a Holder of a Debt
Security shall be mailed by first class mail, certified or registered, return
receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the Securities Register.  Any notice or communication shall also be so
mailed to any Person described in TIA § 313(c), to the extent required by the
TIA.  Failure to mail a notice or
communication to a Holder of a Debt Security or any defect in such notice shall
not affect its sufficiency with respect to other Holders of Debt Securities.


If a notice or communication is mailed in the manner
set forth above within the time prescribed, such notice or communication shall
be deemed to be duly given whether or not the addressee receives it.


If the Company mails a notice or communication to
Holders of Debt Securities, it shall mail a copy to the Trustee and each Agent
at the same time.


Section
10.03. 
Communication by Holders of Debt Securities with Other Holders of Debt
Securities.  Holders of Debt
Securities pursuant to TIA § 312(b) may communicate with other Holders of Debt
Securities with respect to their rights under this Indenture or the Debt
Securities.  The Company, the Trustee,
the Registrar, the Paying Agent and any other Person shall have the protection
of TIA § 312(c).


Section
10.04. 
Certificate and Opinion as to Conditions Precedent.  Upon any request or application by
the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee any certificates or opinions required by the TIA,
and:


(i)    an Officers’ Certificate in
form and substance reasonably satisfactory to the Trustee stating that, in the
opinion of the signers, all conditions and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


(ii)   an Opinion of Counsel in
form and substance reasonably satisfactory to the Trustee stating that, in the
opinion of such counsel, all conditions and covenants have been satisfied.


Section
10.05.  Statements
Required in Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a condition or covenant
contained in this Indenture shall include:


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


(ii)   a 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;


 


50

















(iii)  a statement that, in the
opinion of such Person, he or she has made such examination or investigation as
is necessary to enable him or her to express an informed opinion as to whether
such condition or covenant has been satisfied; and


(iv)  a statement as to whether, in
the opinion of such Person, such condition or covenant has been satisfied.


Section
10.06.  Rules by
Trustee and Agents.  The
Trustee may make reasonable rules for action by or at a meeting of Holders of
Debt Securities.  The Registrar and
Paying Agent may make reasonable rules and set reasonable requirements for
their functions.


Section
10.07.  No
Personal Liability of Directors, Officers, Employees, Incorporators And
Stockholders.  No director,
officer, employee, incorporator or stockholder of the Company, as such, shall
have any liability for any obligations of the Company under the Debt Securities
or this Indenture or for any claim based on, in respect of, or by reason of,
such obligations.  Each Holder of a Debt
Security by accepting a Debt Security waives and releases all such
liability.  Such waiver and release form
a part of the consideration for issuance of the Debt Securities.


Section
10.08.  Governing
Law.  THIS INDENTURE AND THE
DEBT SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


Section
10.09.  No Adverse
Interpretation of Other Agreements.  This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or its Subsidiaries. 
Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


Section
10.10. 
Successors.  All agreements
of the Company contained in this Indenture and the Debt Securities shall bind
the Company and its successors.  All
agreements of the Trustee in this Indenture shall bind the Trustee and its
successors.


Section
10.11. 
Severability.  In case
any provision of this Indenture or the Debt Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


Section
10.12. 
Counterpart Originals.  The
parties may sign any number of copies of this Indenture.  Each such signed copy shall be deemed to be
an original, and all of such signed copies together shall represent one and the
same agreement.


Section
10.13.  Table of
Contents, Headings, Etc..  The
Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Indenture have been 


 


51

















inserted for convenience
only, and shall not, for any reason, be deemed to be part of this Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.


Section
10.14.  Judgment
Currency.  The Company agrees,
to the fullest extent that it may effectively do so under applicable law, that (a)
if for the purpose of obtaining judgment in any court it is necessary to
convert the sum due in respect of the Principal of or interest on the Debt
Securities of any series (the “Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a Business
Day in The City of New York, then, to the extent permitted by applicable law,
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day in The City of
New York preceding the day on which final unappealable judgment is entered and (b)
its obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture.


Section
10.15.  Waiver of
Jury Trial.


EACH OF THE COMPANY AND
THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.


Section
10.16.  Force
Majeure.


In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


52

















SIGNATURES


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


	
  CVS CORPORATION, as
  Company

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  [CORPORATE SEAL]

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  



 


 


	
  THE
  BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

  
	
   

  
	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
			



 


 


 

















	
  STATE OF [                     ]

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF [                        ]

  	
  )

  	
   

  



 


BEFORE ME, the undersigned authority, on this       day of         , 2006, personally appeared                      ,
                     
of CVS Corporation, a Delaware corporation, known to me (or proved to me by
introduction upon the oath of a person known to me) to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he/she executed the same as the act of such corporation for the purposes
and consideration herein expressed and in the capacity therein stated.


GIVEN UNDER MY HAND AND SEAL THIS          DAY OF          , 2006


[NOTARIAL SEAL]


 


	
  Sworn to before me
  this        th

  day of                   , 2006.

  	
   

  
	
   

  	
   

  
	
  Notary Public

  	
   

  
	
  My
  commission expires on:

  	
   

  



 

















EXHIBIT
A


 


[FORM
OF FACE OF DEBT SECURITY]


 


[Global Notes Legend]


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


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


 






* This legend should only be added if the Security is issued in global
form.


 


 


A-1

















CVS
CORPORATION


 


No.                                                                                                                          Principal
Amount $


                                                                                                                                CUSIP
No.                 


 


      %
Debt Securities due           


 


CVS CORPORATION, a Delaware corporation, promises to
pay to                       ,
or registered assigns, the principal sum of                 
Dollars on                       .


Interest Payment Dates:                       
and                       .


Record Dates:                       
and                       .


Additional provisions of this Debt Security are set
forth on the reverse side of this Debt Security.


	
  CVS
  CORPORATION

  
	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


 


 


A-2

















TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


Dated:


 


THE BANK OF NEW YORK TRUST COMPANY, N.A.


 


as
Trustee, certifies

that this is one of the

Debt Securities referred to

in the Indenture.


	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


 


A-3

















[FORM
OF REVERSE SIDE OF DEBT SECURITY]


 


                      %
Debt Securities due                       


 


(a)   Interest


CVS CORPORATION, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Debt Security at the
rate per annum shown above.


The Company will pay interest semi-annually on                       
and                       
of each year, commencing                       .  Interest on the Debt Securities will accrue
from the most recent date to which interest has been paid, or, if no interest
has been paid, [from                       ].  Interest will be computed on the basis of a
360-day year of twelve 30-day months. 
The Company shall pay interest on overdue principal at the rate borne by
the Debt Securities.


(b)   Method of Payment


The Company will pay interest on the Debt Securities
(except defaulted interest) to the Persons who are registered Holders of Debt
Securities at the close of business on the                       
or                       
next preceding the interest payment date even if Debt Securities are canceled
after the record date and on or before the interest payment date.  Holders must surrender Debt Securities to a
Paying Agent to collect principal payments. 
The Company will pay principal, premium, if any, and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts by wire transfer of immediately available funds to the
accounts specified by the Holders, or, if no such account is specified.  The Company may pay principal and interest by
check payable in such money.  It may mail
an interest check to a Holder’s registered address.


(c)   Paying Agent and Registrar


Initially, The Bank of New York Trust Company, N.A.,
a national banking association (the “Trustee”), will
act as Paying Agent and Registrar.  The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice.  The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.


 


A-4

















 


(d)   Indenture


The Company issued the Debt Securities under an
Indenture dated as of                     
(the “Indenture”), between the Company and
the Trustee.  The terms of the Debt
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.  ss.ss. 
77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined
in the Indenture and not defined herein have the meanings ascribed thereto in
the Indenture.  The Debt Securities are
subject to all such terms, and Holders of Debt Securities are referred to the
Indenture and the TIA for a statement of those terms.


The Debt Securities are general obligations of the
Company initially limited to $                      
aggregate principal amount (subject to 2.08 of the Indenture).  The Company may at any time issue additional
Debt Securities under the Indenture in unlimited amounts having the same terms
as and treated as a single class with the Debt Securities for all purposes
under the Indenture and will vote together as one class with respect to the
Debt Securities.  The Indenture imposes
certain limitations on the incurrence of certain additional indebtedness by the
Company and certain of its subsidiaries and the entry into certain sale and leaseback
arrangements by the Company and certain of its subsidiaries.  The Indenture also restricts the ability of
the Company to consolidate or merge with or into, or to transfer all or
substantially all its assets to, another person.


(e)   Optional Redemption


The Company, at its option, may at any time redeem
all or any portion of the Debt Securities, at a redemption price plus accrued
interest to the date of redemption, equal to the greater of (i) 100% of their
principal amount or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Yield plus                       
basis points.


“Comparable Treasury Issue”
means, with respect to the Debt Securities, the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debt Securities that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of the Debt Securities.


“Comparable Treasury Price”
means, with respect to any redemption date applicable to the Debt Securities,
(i) the average of the applicable Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such applicable
Reference Treasury Dealer Quotations, or (ii) if the 


 


A-5

















 


Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Quotations. 


“Independent Investment
Banker” means, with respect to the Debt Securities offered hereby,                       
or, if such firm is unwilling or unable to select the applicable Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.


“Reference Treasury Dealer”
means, with respect to the Debt Securities offered hereby, (i)                       ;
provided, however,
that if the foregoing shall cease to be a primary United States Government
securities dealer in New York City (a “Primary Treasury Dealer”),
the Company shall substitute therefor another Primary Treasury Dealer and (ii)
any other Primary Treasury Dealer selected by the Company.


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


“Treasury Yield”
means, with respect to any redemption date applicable to the Debt Securities,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the applicable
Comparable Treasury Price for such redemption date.


(f)    Notice of Redemption


Notice of redemption shall be mailed at least 30
days but not more than 60 days before the redemption date to each Holder of
Debt Securities to be redeemed at its registered address.  Debt Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the redemption
price of and accrued interest on all Debt Securities (or portions thereof) to
be redeemed on the redemption date is deposited with the Paying Agent on or
before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Debt Securities (or such
portions thereof) called for redemption.


(g)   Denominations; Transfer; Exchange


The Debt Securities are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  Holders of Debt Securities may transfer or
exchange Debt Securities in accordance with the 


 


A-6

















 


Indenture.  The Registrar may require a Holder of a Debt
Security, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not
register the transfer of or exchange any Debt Security selected for redemption
(except, in the case of a Debt Security to be redeemed in part, the portion of
the Debt Security not to be redeemed) or any Debt Securities for a period of 15
days before a selection of Debt Securities to be redeemed or 15 days before an
interest payment date.


(h)   Persons Deemed Owners


The registered Holder of this Debt Security may be
treated as the sole owner of such Debt Security for all purposes.


(i)    Unclaimed Money


Subject to applicable abandoned property law, if
money for the payment of principal or interest remains unclaimed for two years,
the Trustee or Paying Agent shall pay the money back to the Company at its
request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee or Paying Agent
for payment.


(j)    Discharge and Defeasance


Subject to certain conditions, the Company at any
time may terminate some or all of its obligations under the Debt Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Debt Securities to
redemption or maturity, as the case may be.


(k)   Amendment; Waiver


Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Debt Securities may be amended with the
written consent of the Holders of at least a majority in principal amount
outstanding of the Debt Securities; and (ii) any default or compliance with any
provision may be waived with the written consent of the Holders of a majority
in principal amount of the Debt Securities then outstanding.  Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder of a Debt Security, the Company
and the Trustee may amend the Indenture or the Debt Securities to cure any
ambiguity, omission, defect or inconsistency, or to comply with Article 5 of
the Indenture or that does not materially and adversely affect the rights of
any Holder of a Debt Security or to comply with requirements of the SEC in
connection with the qualification of the Indenture under the TIA.


 


A-7

















 


(l)    Defaults and Remedies


If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Debt Securities may declare all the Debt Securities to be due and payable
immediately.  Certain events of
bankruptcy or insolvency are Events of Default which will result in the Debt
Securities being due and payable immediately upon the occurrence of such Events
of Default.


Holders of Debt Securities may not enforce the
Indenture or the Debt Securities except as provided in the Indenture.  The Trustee may refuse to enforce the Indenture
or the Debt Securities unless it receives reasonable indemnity or
security.  Subject to certain
limitations, Holders of a majority in principal amount of the Debt Securities
may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of Debt
Securities notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding such notice is in the
interest of the Holders of Debt Securities.


(m)  Trustee Dealings with the Company


Subject to certain limitations imposed by the TIA,
the Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Debt Securities and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.


(n)   No Recourse Against Others


A director, officer, employee or stockholder, as
such, of the Company or the Trustee shall not have any liability for any
obligations of the Company under the Debt Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations.  By accepting a Debt Security, each Holder of
a Debt Security waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Debt Securities.


(o)   Authentication


This Debt Security shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent) manually signs
the certificate of authentication on the face of this Debt Security.


(p)   Abbreviations


Customary abbreviations may be used in the name of a
Holder of a Debt Security or an assignee, such as TEN COM (=tenants in common),
TEN ENT 


 


A-8

















 


(=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).


(q)   Holders’ Compliance with Registration Rights
Agreement


Each Holder of a Debt Security, by acceptance
hereof, acknowledges and agrees to the provisions of the Registration Rights
Agreement, including, without limitation, the obligations of the Holders with
respect to a registration and the indemnification of the Company to the extent
provided therein.


(r)    Governing Law


This Security shall be governed by, and construed in
accordance with, the laws of the State of New York but without giving effect to
applicable principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.


(s)   CUSIP Numbers


Pursuant to the recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Debt Securities and has directed the Trustee
to use such CUSIP numbers in notices of redemption as a convenience to Holders
of Debt Securities.  No representation is
made as to the accuracy of such numbers either as printed on the Debt
Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.






The Company will furnish to any Holder of a Debt
Security upon written request and without charge to such Holder of a Debt
Security a copy of the Indenture. 
Requests may be made to:


 


CVS
Corporation


670
White Plains Road, Suite 210


Scarsdale,
New York 10583


Attention:
Nancy R. Christal


 


 


A-9

















 


ASSIGNMENT FORM


To assign this Debt Security, complete the form below:


I or we assign and transfer this Debt Security to:


[Print or type assignee’s name, address and zip code]


[Insert assignee’s soc. sec. or tax I.D. No.]


and irremovably appoint                             
agent

to transfer this Debt Security on the books of CVS.  The

agent may substitute another to act for him.


 


	
  Date

  	
   

  	
   

  	
  Your Signature

  	
   

  



 


Sign exactly as your name appears on the face
of this Debt Security.


 


A-10

















 


[TO BE ATTACHED TO GLOBAL NOTES]


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE


The following increases or
decreases in this Global Note have been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of this

  Global Note

  	
   

  	
  Amount of increase in

  Principal Amount of this

  Global Note

  	
   

  	
  Principal Amount of this

  Global Note following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Notes Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-11

















 




 


CVS CORPORATION





as Issuer,


 


and


 


THE BANK
OF NEW YORK TRUST COMPANY, N.A.


as Trustee


 










INDENTURE


Dated as of          , 2006






 




 




















CROSS-REFERENCE
TABLE


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (a)(3)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N/A

  	
   

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N/A

  	
   

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  	
   

  
	
   

  	
  (b)

  	
   

  	
  10.03

  	
   

  
	
   

  	
  (c)

  	
   

  	
  10.03

  	
   

  
	
  313

  	
  (a)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (b)(i)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.06

  	
   

  
	
  314

  	
  (a)

  	
   

  	
  7.03

  	
   

  
	
   

  	
  (b)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
  10.04

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
  10.04

  	
   

  
	
   

  	
  (c)(3)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (d)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (e)

  	
   

  	
  10.05

  	
   

  
	
   

  	
  (f)

  	
   

  	
  N/A

  	
   

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.05; 10.02

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.01

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.01

  	
   

  
	
   

  	
  (e)

  	
   

  	
  6.11

  	
   

  
	
  316

  	
  (a)(1)(A)

  	
   

  	
  6.05

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.07

  	
   

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  	
   

  
	
   

  	
  (b)

  	
   

  	
  2.04

  	
   

  
	
  318

  	
  (a)

  	
   

  	
  10.01

  	
   

  
	
   

  	
  (b)

  	
   

  	
  N/A

  	
   

  
	
   

  	
  (c)

  	
   

  	
  10.01

  	
   

  



 


Note:  This Cross-Reference Table shall not, for any
purpose, be deemed to be part of the Indenture.