Exhibit 4(d)


	
   

  



 


 


TARGET
CORPORATION


 


TO


 


BANK ONE
TRUST COMPANY, N.A.,


 


Trustee


 


 






 


INDENTURE


 


Dated
as of August 4, 2000


 






 


Senior
Debt Securities


 


	
   

  



 

















 


TARGET
CORPORATION


 


Reconciliation
and tie between Trust Indenture Act of 1939 and


Indenture,
dated as of August 4, 2000


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  §310(a)(1)

  	
   

  	
  609

  	
   

  
	
  (a)(2)

  	
   

  	
  609

  	
   

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  	
   

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  	
   

  
	
  (a)(5)

  	
   

  	
  609

  	
   

  
	
  (b)

  	
   

  	
  608, 610

  	
   

  
	
  (c)

  	
   

  	
  Not Applicable

  	
   

  
	
  §311(a)

  	
   

  	
  613

  	
   

  
	
  (b)

  	
   

  	
  613

  	
   

  
	
  §312(a)

  	
   

  	
  701, 702(a)

  	
   

  
	
  (b)

  	
   

  	
  702(b)

  	
   

  
	
  (c)

  	
   

  	
  702(c)

  	
   

  
	
  §313(a)

  	
   

  	
  703(a)

  	
   

  
	
  (b)

  	
   

  	
  703(a)

  	
   

  
	
  (c)

  	
   

  	
  703(a)

  	
   

  
	
  (d)

  	
   

  	
  703(b)

  	
   

  
	
  §314(a)

  	
   

  	
  704, 1011

  	
   

  
	
  (b)

  	
   

  	
  Not Applicable

  	
   

  
	
  (c)(1)

  	
   

  	
  102

  	
   

  
	
  (c)(2)

  	
   

  	
  102

  	
   

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  	
   

  
	
  (d)

  	
   

  	
  Not Applicable

  	
   

  
	
  (e)

  	
   

  	
  102

  	
   

  
	
  §315(a)

  	
   

  	
  601

  	
   

  
	
  (b)

  	
   

  	
  602

  	
   

  
	
  (c)

  	
   

  	
  601

  	
   

  
	
  (d)

  	
   

  	
  601

  	
   

  
	
  (e)

  	
   

  	
  514

  	
   

  
	
  §316(a)

  	
   

  	
  101

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  104(h), 502, 512

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  104(h), 513

  	
   

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  	
   

  
	
  (b)

  	
   

  	
  508

  	
   

  
	
  (c)

  	
   

  	
  104(h)

  	
   

  
	
  §317(a)(1)

  	
   

  	
  503

  	
   

  
	
  (a)(2)

  	
   

  	
  504

  	
   

  
	
  (b)

  	
   

  	
  1003

  	
   

  
	
  §318(a)

  	
   

  	
  107

  	
   

  
	
  (c)

  	
   

  	
  107

  	
   

  



 






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


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  Parties

  	
   

  	
  1

  
	
  Recitals

  	
   

  	
  1

  



 


ARTICLE
ONE


 


Definitions
and Other Provisions of General Application


 


	
  Section 101.

  	
  Definitions

  	
  1

  
	
   

  	
  Act

  	
  2

  
	
   

  	
  Affiliate

  	
  2

  
	
   

  	
  Attributable Debt

  	
  2

  
	
   

  	
  Authenticating Agent

  	
  2

  
	
   

  	
  Authorized Newspaper

  	
  2

  
	
   

  	
  Bearer Security

  	
  2

  
	
   

  	
  Board of Directors

  	
  2

  
	
   

  	
  Board Resolution

  	
  3

  
	
   

  	
  Business Day

  	
  3

  
	
   

  	
  Clearstream

  	
  3

  
	
   

  	
  Commission

  	
  3

  
	
   

  	
  Company

  	
  3

  
	
   

  	
  Company Request

  	
  3

  
	
   

  	
  Company Order

  	
  3

  
	
   

  	
  Consolidated Net Tangible Assets

  	
  3

  
	
   

  	
  Corporate Trust Office

  	
  4

  
	
   

  	
  corporation

  	
  4

  
	
   

  	
  coupon

  	
  4

  
	
   

  	
  Debt Securities

  	
  4

  
	
   

  	
  Defaulted Interest

  	
  4

  
	
   

  	
  Depositary

  	
  4

  
	
   

  	
  Designated Currency

  	
  4

  
	
   

  	
  Dollar

  	
  4

  
	
   

  	
  $

  	
  4

  
	
   

  	
  Euro

  	
  4

  
	
   

  	
  Euroclear

  	
  4

  
	
   

  	
  European Communities

  	
  4

  
	
   

  	
  Event of Default

  	
  4

  
	
   

  	
  Exchange Rate

  	
  4

  
	
   

  	
  Exchange Rate Agent

  	
  5

  
	
   

  	
  Exchange Rate Officer’s Certificate

  	
  5

  
	
   

  	
  Foreign Currency

  	
  5

  
	
   

  	
  Funded Debt

  	
  5

  



 

















 


	
   

  	
  GAAP

  	
  5

  
	
   

  	
  Global Exchange Agent

  	
  5

  
	
   

  	
  Global Exchange Date

  	
  5

  
	
   

  	
  Global Security

  	
  5

  
	
   

  	
  Government Obligations

  	
  5

  
	
   

  	
  Holder

  	
  6

  
	
   

  	
  Indebtedness

  	
  6

  
	
   

  	
  Indenture

  	
  6

  
	
   

  	
  Interest

  	
  6

  
	
   

  	
  Interest Payment Date

  	
  6

  
	
   

  	
  Investments

  	
  6

  
	
   

  	
  Maturity

  	
  6

  
	
   

  	
  Mortgage

  	
  6

  
	
   

  	
  Officers’ Certificate

  	
  6

  
	
   

  	
  Operating Property

  	
  7

  
	
   

  	
  Opinion of Counsel

  	
  7

  
	
   

  	
  Original Issue Discount Security

  	
  7

  
	
   

  	
  Outstanding

  	
  7

  
	
   

  	
  Paying Agent

  	
  8

  
	
   

  	
  Person

  	
  8

  
	
   

  	
  Place of Payment

  	
  8

  
	
   

  	
  Predecessor Security

  	
  8

  
	
   

  	
  Preferred Stock

  	
  8

  
	
   

  	
  Redemption Date

  	
  8

  
	
   

  	
  Redemption Price

  	
  8

  
	
   

  	
  Registered Security

  	
  8

  
	
   

  	
  Regular Record Date

  	
  8

  
	
   

  	
  Remarketing Entity

  	
  8

  
	
   

  	
  Repayment Date

  	
  8

  
	
   

  	
  Repayment Price

  	
  9

  
	
   

  	
  Responsible Officer

  	
  9

  
	
   

  	
  Restricted Subsidiary

  	
  9

  
	
   

  	
  Secured Funded Debt

  	
  9

  
	
   

  	
  Security Register

  	
  9

  
	
   

  	
  Special Record Date

  	
  9

  
	
   

  	
  Stated Maturity

  	
  9

  
	
   

  	
  Subsidiary

  	
  9

  
	
   

  	
  Trust Indenture Act

  	
  9

  
	
   

  	
  Trustee

  	
  9

  
	
   

  	
  United States

  	
  9

  
	
   

  	
  United States Alien

  	
  9

  
	
   

  	
  Unrestricted Subsidiary

  	
  10

  
	
   

  	
  Voting Stock

  	
  10

  
	
   

  	
  Wholly-owned Restricted Subsidiary

  	
  10

  



 


ii

















 


	
  Section 102.

  	
  Compliance
  Certificates and Opinions

  	
  10

  
	
  Section 103.

  	
  Form of
  Documents Delivered to Trustee

  	
  11

  
	
  Section 104.

  	
  Acts
  of Holders

  	
  11

  
	
  Section 105.

  	
  Notices,
  etc., to Trustee and Company

  	
  14

  
	
  Section 106.

  	
  Notice
  to Holders; Waiver

  	
  14

  
	
  Section 107.

  	
  Conflict
  with Trust Indenture Act

  	
  15

  
	
  Section 108.

  	
  Effect
  of Headings and Table of Contents

  	
  15

  
	
  Section 109.

  	
  Successors
  and Assigns

  	
  15

  
	
  Section 110.

  	
  Separability
  Clause

  	
  15

  
	
  Section 111.

  	
  Benefits
  of Indenture

  	
  16

  
	
  Section 112.

  	
  Governing
  Law

  	
  16

  
	
  Section 113.

  	
  Legal
  Holidays

  	
  16

  
	
  Section 114.

  	
  Exemption
  from Individual Liability

  	
  16

  
	
  Section 115.

  	
  Counterparts

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TWO

  
	
   

  
	
  Debt
  Security Forms

  
	
   

  
	
  Section 201.

  	
  Forms
  Generally

  	
  17

  
	
  Section 202.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  17

  
	
  Section 203.

  	
  Debt
  Securities in Global Form

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THREE

  
	
   

  
	
  The
  Debt Securities

  
	
   

  
	
  Section 301.

  	
  Amount
  Unlimited; Issuance in Series

  	
  18

  
	
  Section 302.

  	
  Denominations

  	
  21

  
	
  Section 303.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  21

  
	
  Section 304.

  	
  Temporary
  Debt Securities

  	
  24

  
	
  Section 305.

  	
  Registration;
  Registration of Transfer and Exchange

  	
  26

  
	
  Section 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Debt Securities

  	
  30

  
	
  Section 307.

  	
  Payment
  of Interest; Interest Rights Preserved

  	
  31

  
	
  Section 308.

  	
  Persons
  Deemed Owners

  	
  32

  
	
  Section 309.

  	
  Cancellation

  	
  33

  
	
  Section 310.

  	
  Computation
  of Interest

  	
  33

  



 


iii

















 


	
  Section 311.

  	
  Certification
  by a Person Entitled to Delivery of a Bearer Security

  	
  33

  
	
  Section 312.

  	
  Judgments

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOUR

  
	
   

  
	
  Satisfaction
  and Discharge

  
	
   

  
	
  Section 401.

  	
  Satisfaction
  and Discharge of Indenture

  	
  34

  
	
  Section 402.

  	
  Application
  of Trust Money and Government Obligations

  	
  35

  
	
  Section 403.

  	
  Satisfaction,
  Discharge and Defeasance of Debt Securities of any Series

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FIVE

  
	
   

  
	
  Remedies

  
	
   

  
	
  Section 501.

  	
  Events
  of Default

  	
  38

  
	
  Section 502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  40

  
	
  Section 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  41

  
	
  Section 504.

  	
  Trustee
  May File Proofs of Claim

  	
  41

  
	
  Section 505.

  	
  Trustee
  May Enforce Claims without Possession of Debt Securities or Coupons

  	
  42

  
	
  Section 506.

  	
  Application
  of Money Collected

  	
  42

  
	
  Section 507.

  	
  Limitation
  on Suits

  	
  43

  
	
  Section 508.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  43

  
	
  Section 509.

  	
  Restoration
  of Rights and Remedies

  	
  44

  
	
  Section 510.

  	
  Rights
  and Remedies Cumulative

  	
  44

  
	
  Section 511.

  	
  Delay
  or Omission Not Waiver

  	
  44

  
	
  Section 512.

  	
  Control
  by Holders of Debt Securities

  	
  44

  
	
  Section 513.

  	
  Waiver
  of Past Defaults

  	
  45

  
	
  Section 514.

  	
  Undertaking
  for Costs

  	
  45

  
	
  Section 515.

  	
  Waiver
  of Stay or Extension Laws

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  
	
  The Trustee

  
	
   

  
	
  Section 601.

  	
  Certain
  Duties and Responsibilities

  	
  46

  



 


iv

















 


	
  Section 602.

  	
  Notice
  of Default

  	
  46

  
	
  Section 603.

  	
  Certain
  Rights of Trustee

  	
  46

  
	
  Section 604.

  	
  Not
  Responsible for Recitals or Issuance of Debt Securities

  	
  47

  
	
  Section 605.

  	
  May Hold
  Debt Securities or Coupons

  	
  48

  
	
  Section 606.

  	
  Money
  Held in Trust

  	
  48

  
	
  Section 607.

  	
  Compensation
  and Reimbursement

  	
  48

  
	
  Section 608.

  	
  Disqualification;
  Conflicting Interests

  	
  49

  
	
  Section 609.

  	
  Corporate
  Trustee Required; Eligibility

  	
  49

  
	
  Section 610.

  	
  Resignation
  and Removal; Appointment of Successor

  	
  49

  
	
  Section 611.

  	
  Acceptance
  of Appointment by Successor

  	
  51

  
	
  Section 612.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  52

  
	
  Section 613.

  	
  Preferential
  Collection of Claims Against Company

  	
  52

  
	
  Section 614.

  	
  Authenticating
  Agent

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  SEVEN

  
	
   

  
	
  Holders’
  Lists and Reports By Trustee and Company

  
	
   

  
	
  Section 701.

  	
  Company
  to Furnish Trustee Names and Addresses of Holders

  	
  54

  
	
  Section 702.

  	
  Preservation
  of Information; Communications to Holders

  	
  54

  
	
  Section 703.

  	
  Reports
  by Trustee

  	
  55

  
	
  Section 704.

  	
  Reports
  by Company

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  EIGHT

  
	
   

  
	
  Consolidation,
  Merger, Conveyance, Transfer or Lease

  
	
   

  
	
  Section 801.

  	
  Company
  May Consolidate, etc. Only on Certain Terms

  	
  55

  
	
  Section 802.

  	
  Successor
  Corporation Substituted

  	
  56

  
	
  Section 803.

  	
  Conveyance
  or Transfer to a Wholly-owned Restricted Subsidiary

  	
  56

  
	
  Section 804.

  	
  Limitation
  on Lease of Properties as Entirety

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  
	
  Supplemental Indentures

  
	
   

  
	
  Section 901.

  	
  Supplemental
  Indentures without Consent of Holders

  	
  57

  
	
  Section 902.

  	
  Supplemental
  Indentures with Consent of Holders

  	
  58

  
	
  Section 903.

  	
  Execution
  of Supplemental Indentures

  	
  59

  



 


v

















 


	
  Section 904.

  	
  Effect
  of Supplemental Indentures

  	
  60

  
	
  Section 905.

  	
  Conformity
  with Trust Indenture Act

  	
  60

  
	
  Section 906.

  	
  Reference
  in Debt Securities to Supplemental Indentures

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TEN

  
	
   

  
	
  Covenants

  
	
   

  
	
  Section 1001.

  	
  Payment
  of Principal, Premium and Interest

  	
  60

  
	
  Section 1002.

  	
  Maintenance
  of Office or Agency

  	
  60

  
	
  Section 1003.

  	
  Money
  for Debt Securities Payments to Be Held in Trust

  	
  61

  
	
  Section 1004.

  	
  Corporate
  Existence

  	
  63

  
	
  Section 1005.

  	
  Maintenance
  of Properties

  	
  63

  
	
  Section 1006.

  	
  Payment
  of Additional Amounts

  	
  63

  
	
  Section 1007.

  	
  Payment
  of Taxes and Other Claims

  	
  64

  
	
  Section 1008.

  	
  Restriction
  on the Creation of Secured Funded Debt

  	
  64

  
	
  Section 1009.

  	
  Restriction
  on Sale and Lease-Back Transactions

  	
  65

  
	
  Section 1010.

  	
  Restriction
  on Permitting Unrestricted Subsidiaries to become Restricted Subsidiaries

  	
  66

  
	
  Section 1011.

  	
  Officer’s
  Certificate as to Default

  	
  66

  
	
  Section 1012.

  	
  Waiver
  of Certain Covenants

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  ELEVEN

  
	
   

  
	
  Redemption
  of Debt Securities

  
	
   

  
	
  Section 1101.

  	
  Applicability
  of Article

  	
  67

  
	
  Section 1102.

  	
  Election
  to Redeem; Notice to Trustee

  	
  67

  
	
  Section 1103.

  	
  Selection
  by Trustee of Debt Securities to be Redeemed

  	
  67

  
	
  Section 1104.

  	
  Notice
  of Redemption

  	
  68

  
	
  Section 1105.

  	
  Deposit
  of Redemption Price

  	
  69

  
	
  Section 1106.

  	
  Debt
  Securities Payable on Redemption Date

  	
  69

  
	
  Section 1107.

  	
  Debt
  Securities Redeemed in Part

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  TWELVE

  
	
   

  
	
  Sinking
  Funds

  
	
   

  
	
  Section 1201.

  	
  Applicability
  of Article

  	
  70

  



 


vi

















 


	
  Section 1202.

  	
  Satisfaction
  of Sinking Fund Payments with Debt Securities

  	
  70

  
	
  Section 1203.

  	
  Redemption
  of Debt Securities for Sinking Fund

  	
  71

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THIRTEEN

  
	
   

  
	
  Repayment
  at the Option of Holders

  
	
   

  
	
  Section 1301.

  	
  Applicability
  of Article

  	
  71

  
	
  Section 1302.

  	
  Repayment
  of Debt Securities

  	
  71

  
	
  Section 1303.

  	
  Exercise
  of Option; Notice

  	
  71

  
	
  Section 1304.

  	
  Election
  of Repayment by Remarketing Entities

  	
  73

  
	
  Section 1305.

  	
  Securities
  Payable on the Repayment Date

  	
  73

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOURTEEN

  
	
   

  
	
  Meetings
  of Holders of Debt Securities

  
	
   

  
	
  Section 1401.

  	
  Purposes
  for Which Meetings May Be Called

  	
  73

  
	
  Section 1402.

  	
  Call,
  Notice and Place of Meetings

  	
  73

  
	
  Section 1403.

  	
  Persons
  Entitled to Vote at Meetings

  	
  74

  
	
  Section 1404.

  	
  Quorum;
  Action

  	
  74

  
	
  Section 1405.

  	
  Determination
  of Voting Rights; Conduct and Adjournment of Meetings

  	
  75

  
	
  Section 1406.

  	
  Counting
  Votes and Recording Action of Meetings

  	
  75

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FIFTEEN

  
	
   

  
	
  Defeasance

  
	
   

  
	
  Section 1501.

  	
  Termination
  of Company’s Obligations

  	
  76

  
	
  Section 1502.

  	
  Repayment
  to Company

  	
  77

  
	
  Section 1503.

  	
  Indemnity
  for Government Obligations

  	
  78

  
	
   

  	
   

  	
   

  
	
  Testimonium

  	
  80

  
	
  Signature and
  Seals

  	
  80

  
	
  Acknowledgements

  	
  81

  
	
  Exhibit A-1

  	
  A-1

  
	
  Exhibit A-2

  	
  A-2

  
	
  Exhibit B

  	
  B-1

  



 


vii














 


INDENTURE (the “Indenture”) dated as of August 4,
2000, between TARGET CORPORATION, a Minnesota corporation (hereinafter called
the “Company”), having its principal place of business at 777 Nicollet Mall,
Minneapolis, Minnesota 55402 and BANK ONE TRUST COMPANY, N.A. (hereinafter
called the “Trustee”), having its Corporate Trust Office at 1 Bank One
Plaza, Suite IL1-0126, Chicago, Illinois 
60670-0126.


 


RECITALS
OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
debentures, notes, bonds and other evidences of indebtedness (herein called the
“Debt Securities”).


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the
purchase of the Debt Securities of any series created and issued on or after
the date hereof by the Holders thereof, it is mutually covenanted and agreed,
for the benefit of all Holders of such Debt Securities or of any such series,
as follows:


 


ARTICLE
ONE


 


Definitions
and Other Provisions


of
General Application


 


Section 101.         Definitions.


 


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


 


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


 


(2)           all other terms used herein which are defined in the
Trust Indenture Act or by Commission rule or regulation under the Trust
Indenture Act, either directly or by reference therein, as in force at the date
as of which this instrument was executed, except as provided in
Section 905, have the meanings assigned to them therein;


 


(3)           all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with GAAP; and


 


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


 

















 


Certain terms, used
principally in Article Six, are defined in that Article.


 


“Act” when used with respect to any Holder has the
meaning specified in Section 104.


 


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


 


“Attributable Debt” means, at any date as of which the
amount thereof is to be determined, the sum of attributable debt relating to
capital leases and operating leases under which any Person is liable.  The amount of attributable debt relating to
capital leases is the balance sheet liability amount (capital lease obligations
and current portion thereof) in respect of such capital leases as determined
under GAAP.  The amount of attributable
debt relating to operating leases is the amount of future minimum lease
payments under such operating leases required to be disclosed by GAAP, less any
executory costs, discounted using the methodology used to calculate the present
value of operating lease payments in the Company’s most recent Annual Report to
Shareholders that reflects such a calculation. 
“Executory costs” mean amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges.  In the case of any operating
lease which is terminable by the lessee upon the payment of a penalty, such net
amount shall include the lesser of (a) the rental payments to be paid
under such lease until the first date (after the date of such determination)
upon which it may be so terminated plus the then applicable penalty upon such
termination, or (b) the rental payments required to be paid during the
remaining term of such lease (assuming such termination provision is not
exercised).


 


“Authenticating Agent” means any Person authorized by
the Trustee to act on behalf of the Trustee to authenticate Debt Securities.


 


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


 


“Bearer Security” means any Debt Security established
pursuant to Section 201 which is payable to bearer including, without
limitation, unless the context otherwise indicates, a Debt Security in global
bearer form.


 


“Board of Directors” means either the board of
directors of the Company, or the executive or any other committee of that board
duly authorized to act in respect hereof.


 


2

















 


“Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.  Where any provision of this Indenture refers
to action to be taken pursuant to a Board Resolution (including the
establishment of any series of the Debt Securities and the forms and terms
thereof), such action may be taken by any committee of the Board of the Company
or any officer or employee of the Company authorized to take such action by a
Board Resolution.


 


“Business Day”, when used with respect to any Place of
Payment, means any day which is not a Saturday or Sunday and which is not a
legal holiday or a day on which banking institutions or trust companies in that
Place of Payment are authorized or obligated by law or executive order to
close.


 


“Clearstream” means Clearstream Banking S.A.


 


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


 


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


 


“Company Request” and “Company Order” mean,
respectively, except as otherwise provided in this Indenture, a written request
or order signed in the name of the Company by the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice President (any references to a
Vice President of the Company herein shall be deemed to include any Vice
President of the Company whether or not designated by a number or word or words
added before or after the title “Vice President”), the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company or by another officer of the Company duly
authorized to sign by a Board Resolution, and delivered to the Trustee.


 


“Consolidated Net Tangible Assets” means (a) the
total amount of assets (less applicable reserves and other properly deductible
items) which under GAAP would be included on a consolidated balance sheet of
the Company and its Restricted Subsidiaries after deducting therefrom
(i) all liabilities and liability items, including amounts in respect of
obligations or guarantees of obligations under leases, which under GAAP would
be included on such balance sheet, except Funded Debt, capital stock and
surplus, surplus reserves and provisions for deferred income taxes, and
(ii) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, which in each case under GAAP
would be included on such consolidated balance sheet, less (b) the amount
which would be so included on such consolidated balance sheet for Investments
(less applicable reserves) (i) made in Unrestricted Subsidiaries, or
(ii) made in corporations while they were Unrestricted Subsidiaries but
which at the time of computation are not Subsidiaries of the Company.


 


3

















 


“Corporate Trust Office” means the principal office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of original execution of this
Indenture is located at 1 Bank One Plaza, Suite IL1-0126, Chicago,
Illinois  60670-0126, Attention:  Corporate Trust Administration, except that,
with respect to presentation of the Debt Securities for payment or registration
of transfers or exchanges and the location of the Security Registrar, such term
means the office or agency of the Trustee in New York, which at the date of
original execution of this Indenture is located at c/o Bank One Trust
Company, N.A., 14 Wall Street, 8th Floor, Window 2, New York, New
York  10005.


 


The term “corporation” includes corporations,
associations, companies and business trusts.


 


The term “coupon” means any interest coupon
appertaining to a Bearer Security.


 


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


 


“Defaulted Interest” has the meaning specified in
Section 307.


 


“Depositary” means, with respect to the Debt
Securities of any series issuable or issued in the form of a Global Security,
the Person designated as Depositary by the Company pursuant to Section 301
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 Debt
Securities of that series.


 


“Designated Currency” has the meaning specified in
Section 312.


 


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


 


“Euro” means the single currency of the European
Monetary Union as defined under EC Regulation 1103/97 adopted under
Article 235 of the EU Treaty and under EC Regulation 974/98 adopted
under Article 109l(4) of
the EU Treaty or under any successor European legislation from time to time.


 


“Euroclear” means Morgan Guarantee Trust Company of
New York, Brussels Office, as operator of the Euroclear System.


 


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


 


“Event of Default” has the meaning specified in
Section 501.


 


“Exchange Rate” shall have the meaning specified as
contemplated in Section 301.


 


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“Exchange Rate Agent” shall have the meaning specified
as contemplated in Section 301.


 


“Exchange Rate Officer’s Certificate”, with respect to
any date for the payment of principal of (and premium, if any) and interest on
any series of Debt Securities, means a certificate setting forth the applicable
Exchange Rate and the amounts payable in Dollars and Foreign Currencies in
respect of the principal of (and premium, if any) and interest on Debt
Securities denominated in Euro, any other composite currency or Foreign
Currency, and signed by the Chairman of the Board, a Vice Chairman of the
Board, the President, a Vice President, the Treasurer, an Assistant Treasurer
or the Controller of the Company or the Exchange Rate Agent appointed pursuant
to Section 301, and delivered to the Trustee.


 


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


 


“Funded Debt” means (i) all Indebtedness which by
its terms matures more than 12 months after the time of the computation of the
amount thereof or which is extendible or renewable at the option of the obligor
on such Indebtedness to a time more than 12 months after the time of the
computation of the amount thereof, (ii) all guarantees, direct or
indirect, of any such Indebtedness or of dividends, other than any guarantee in
connection with the sale or discount by the Company or any Restricted
Subsidiary of accounts receivable, trade acceptances and other paper arising in
the ordinary course of business, and (iii) in the case of any Subsidiary,
all Preferred Stock of such Subsidiary, taken at the greater of its voluntary
or involuntary liquidation price at the time of any calculation hereunder, but
exclusive of accrued dividends, if any; provided,
however, that in determining the amount of Funded Debt of the
Company or any Subsidiary there shall not be included any amount in respect of
obligations under leases, or guarantees of obligations under leases, whether or
not such obligations or guarantees are shown on a balance sheet as liability
items.  The Company or any Restricted
Subsidiary shall be deemed to have assumed Funded Debt secured by any Mortgage
upon any of its property or assets whether or not it has actually done so.


 


“GAAP” means, as of the date of any determination with
respect thereto, generally accepted accounting principles as used by the
Financial Accounting Standards Board and/or the American Institute of Certified
Public Accountants, consistently applied and maintained throughout the periods
indicated.


 


“Global Exchange Agent” has the meaning specified in
Section 304.


 


“Global Exchange Date” has the meaning specified in
Section 304.


 


“Global Security” means a Debt Security issued to
evidence all or part of a series of Debt Securities in accordance with
Section 303.


 


“Government Obligations” means, in respect of any
series of Debt Securities, securities of (i) the government which issued
the currency in which Debt Securities of such series are denominated and/or in
which interest is payable on the Debt Securities of such series or
(ii) government agencies backed by the full faith and credit of such
government.


 


5

















 


“Holder”, with respect to a Registered Security, means
a Person in whose name such Registered Security is registered in the Security
Register and, with respect to a Bearer Security or a coupon, means the bearer
thereof.


 


“Indebtedness” means (i) all items of
indebtedness or liability (except capital and surplus) which in accordance with
GAAP would be included in determining total liabilities as shown on the
liability side of a balance sheet as at the date as of which indebtedness is to
be determined, (ii) indebtedness secured by any Mortgage existing on
property owned subject to such Mortgage, whether or not the indebtedness
secured thereby shall have been assumed, and (iii) guarantees,
endorsements (other than for purposes of collection) and other contingent
obligations in respect of, or to purchase or otherwise acquire, indebtedness of
others, unless the amount thereof is included in indebtedness under the
preceding clause (i) or (ii); provided,
however, that any obligations or guarantees of obligations in
respect of lease rentals, whether or not such obligations or guarantees of
obligations would be included as liabilities on a consolidated balance sheet of
the Company and its Restricted Subsidiaries, shall not be included in
Indebtedness.


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented, amended or restated by
or pursuant to one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and, unless the context otherwise requires,
shall include the terms of a particular series of Debt Securities established
as contemplated by Section 301.


 


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


 


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


 


“Investments” mean and include all investments,
whether by acquisition of stock or Indebtedness, or by loan, advance, transfer
of property, capital contribution or otherwise, made by the Company or by any
Restricted Subsidiary, and shall include all guarantees, direct or indirect, by
the Company or any Restricted Subsidiary of any Indebtedness of an Unrestricted
Subsidiary which by its term matures 12 months or less from the time of
computation of the amount thereof to the extent not included as a liability or
liability item on the consolidated balance sheet of the Company and its
Restricted Subsidiaries, but shall not include accounts receivable of the
Company or of any Restricted Subsidiary arising from the sale of merchandise in
the ordinary course of business.


 


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


 


“Mortgage” means and includes any mortgage, pledge,
lien, security interest, conditional sale or other title retention agreement or
other similar encumbrance.


 


“Officers’ Certificate” means a certificate signed by
the Chairman of the Board, a Vice Chairman of the Board, the President or a
Vice President, and by the Treasurer, an Assistant Treasurer,


 


6

















 


the Controller, an Assistant Controller, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.


 


“Operating Property” means any retail store,
distribution center or other property related to the general retail business of
the Company or any Subsidiary, parking facilities, and any equipment located at
or comprising a part of any such property, which has a net book value on the
date as of which the determination is being made in excess of .35% of
Consolidated Net Tangible Assets and which has been owned and operated by the
Company or any Subsidiary for more than 90 days; provided, however, that any such property or equipment (not
theretofore owned by the Company or a Subsidiary) owned and operated by a
corporation which becomes a Subsidiary after the execution and delivery of this
Indenture as originally executed shall not constitute Operating Property unless
owned and operated by such corporation for more than 90 days after it becomes a
Subsidiary.


 


“Opinion of Counsel” means a written opinion of
counsel, who may (except as otherwise expressly provided in this Indenture) be
an employee of or counsel for the Company, or who may be other counsel
acceptable to the Trustee, which is delivered to the Trustee.


 


“Original Issue Discount Security” means any Debt
Security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502.


 


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


 


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


 


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


 


(iii)          Debt Securities in exchange for or in lieu of which
other Debt Securities have been authenticated and delivered, or which have been
paid, pursuant to this Indenture;


 


provided, however, that in determining whether the Holders
of the requisite principal amount of Debt Securities Outstanding have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon such request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities which
the Trustee knows to be so owned shall be so disregarded.  Debt Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Debt Securities and that the pledgee is not


 


7

















 


the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor.


 


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


 


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


 


“Place of Payment”, when used with respect to the Debt
Securities of any series means any place where the principal of (and premium,
if any) and interest on the Debt Securities of that series are payable as
specified as contemplated by Section 301.


 


“Predecessor Security” of any particular Debt Security
means every previous Debt Security evidencing all or a portion of the same debt
as that evidenced by such particular Debt Security; and, for the purposes of
this definition, any Debt Security authenticated and delivered under
Section 306 in lieu of a lost, destroyed or stolen Debt Security shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debt
Security.


 


“Preferred Stock”, as applied to the capital stock of
any corporation, means stock of any class or classes (however designated) which
is preferred as to the payment of dividends, or as to the distribution of
assets on any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of stock of any other class of such corporation.


 


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


 


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


 


“Registered Security” means any Debt Security in the
form of Registered Securities established pursuant to Section 201 which is
registered in the Security Register.


 


“Regular Record Date” for the interest payable on any
Interest Payment Date on the Registered Securities of any series means the date
specified for that purpose as contemplated by Section 301.


 


“Remarketing Entity”, when used with respect to Debt
Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity, means any person designated by the
Company to purchase any such Debt Securities.


 


“Repayment Date”, when used with respect to any Debt
Security to be repaid upon exercise of an option for repayment by the Holder,
means the date fixed for such repayment pursuant to this Indenture.


 


8

















 


“Repayment Price”, when used with respect to any Debt
Security to be repaid upon exercise of an option for repayment by the Holder,
means the price at which it is to be repaid pursuant to this Indenture.


 


“Responsible Officer” when used with respect to the
Trustee, means any officer of the Trustee assigned by it to administer its
corporate trust matters.


 


“Restricted Subsidiary” means any Subsidiary of the
Company other than an Unrestricted Subsidiary.


 


“Secured Funded Debt” means any Funded Debt which is
secured by a Mortgage upon any assets of the Company or a Restricted
Subsidiary, including in such assets, without limitation, shares of stock or
Indebtedness of any Subsidiary owned by the Company or a Restricted Subsidiary.


 


“Security Register” and “Security Registrar” have the
respective meanings specified in Section 305.


 


“Special Record Date” for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.


 


“Stated Maturity”, when used with respect to any Debt
Security or any installment of interest thereon, means the date specified in
such Debt Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Debt Security or such installment is
due and payable.


 


“Subsidiary” means any corporation more than 50% of
the outstanding shares of Voting Stock, except for directors’ qualifying
shares, of which shall at the time be owned, directly or indirectly, by the
Company or by one or more of the Subsidiaries, or by the Company and one or
more other Subsidiaries.


 


“Trust Indenture Act” means the Trust Indenture Act of
1939 as in force at the date as of which this instrument was executed, except
as provided in Section 905.


 


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


 


“United States” means the United States of America
(including the District of Columbia) and its possessions.


 


“United States Alien” means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, for United
States Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.


 


9














 


“Unrestricted Subsidiary”
means (a) (i) Eighth Street Development Company, Target Capital
Corporation, Target Receivables Corporation and The Associated Merchandising
Corporation, (ii) any Subsidiary created or acquired after the date hereof
the primary business of which consists of financing operations in connection
with leasing and conditional sales transactions on behalf of the Company and
its Subsidiaries, and/or purchasing accounts receivable, and/or making loans
secured by accounts receivable or inventory, or which is otherwise primarily
engaged in the business of a finance company, and (iii) any other
Subsidiary which, in accordance with the provisions of this Indenture, has been
designated by Board Resolution as an Unrestricted Subsidiary, in each case
unless and until any of the Subsidiaries referred to in the foregoing
clauses (i), (ii) and (iii) shall, in accordance with the
provisions of this Indenture, be designated by Board Resolution as a Restricted
Subsidiary; and (b) any Subsidiary a majority of the Voting Stock of which
shall at the time be owned directly or indirectly by one or more Unrestricted
Subsidiaries.


 


“Voting Stock”, as
applied to the stock (or the equivalent thereof) of any corporation, means
stock (or the equivalent thereof) of any class or classes, however designated,
entitled in the ordinary course to vote in an election of directors of such
corporation, other than stock (or such equivalent) having such power only by
reason of the happening of a contingency.


 


“Wholly-owned Restricted
Subsidiary” means any Restricted Subsidiary all the outstanding capital stock
of which, other than directors’ qualifying shares, is owned by the Company and
its other Wholly-owned Restricted Subsidiaries.


 


Section 102.         Compliance Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


Section 103.         Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section 104.         Acts of Holders.


 


(a)           Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing.  If Debt
Securities of a series are issuable in whole or in part as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may,
alternatively, be embodied in and evidenced by the record of Holders of Debt
Securities voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of Debt Securities duly called
and held in accordance with the provisions of Article Fourteen, or a
combination of such instruments and any such record.  Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. 
Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments and so voting at
any such meeting.  Proof of execution of
any such instrument or of a writing appointing any such agent, or the holding
by any Person of a Debt Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.  The record of any meeting of Holders of Debt
Securities shall be proved in the manner provided in Section 1406.


 


11

















 


(b)           The fact and date of the execution by any Person of
any such instrument or writing may be proved in any manner which the Trustee
deems sufficient.


 


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


 


(d)           The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities in the
amount and with the serial numbers therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory.  The Trustee and the
Company may assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer
Security is no longer Outstanding.


 


(e)           The fact and date of execution of any such instrument
or writing, the authority of the Person executing the same and the principal
amount and serial numbers of Bearer Securities held by the Person so executing
such instrument or writing and the date of holding the same may also be proved
in any other manner which the Trustee deems sufficient; and the Trustee may in
any instance require further proof with respect to any of the matters referred
to in this Section.


 


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


 


(g)           For purposes of determining the principal amount of
Outstanding Debt Securities of any series the Holders of which are required,
requested or permitted to give any request, demand, authorization, direction,
notice, consent, waiver or take any other Act under this Indenture, (i) each
Original Issue Discount Security shall be deemed to have the principal amount
determined by the Trustee that could be declared to be due and payable pursuant
to the terms of such Original Issue Discount Security as of the date there is
delivered to the Trustee and, where it is hereby expressly required, to the
Company, such Act by Holders of the required aggregate principal amount of the
Outstanding Debt Securities of such series and (ii) each Debt Security
denominated in a Foreign Currency or composite currency shall be deemed to have
the principal amount determined by the Exchange Rate Agent by converting the
principal amount of such Debt Security in the currency in which such Debt
Security is denominated into Dollars at the Exchange Rate as of the date such
Act is delivered to the Trustee and, where it is hereby expressly required, to
the Company, by Holders of the required aggregate principal amount of the
Outstanding Debt Securities of such series.


 


12

















 


(h)           The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Debt Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Debt Securities of such series, provided that the Company may not set a record date for, and
the provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph.  If any record date is set
pursuant to this paragraph, the Holders of Outstanding Debt Securities of the
relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date (as defined below) by Holders of the requisite principal amount
of Outstanding Debt Securities of such series on such record date.  Nothing in this paragraph shall be construed
to prevent the Company from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Debt Securities of the relevant series on the date such
action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Debt Securities of the relevant series in the manner set forth in Section 106.


 


The Trustee may set any
day as a record date for the purpose of determining the Holders of Outstanding
Debt Securities of any series entitled to join in the giving or making of (i) any
notice of an Event of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings
referred to in Section 507(2), or (iv) any direction referred to in Section 512,
in each case with respect to Debt Securities of such series.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Debt Securities of such series on such
record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Debt Securities of such series on such record date.  Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Debt Securities of the relevant series on the
date such action is taken.  Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Debt Securities of the relevant series in the manner
set forth in Section 106.


 


With respect to any
record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to
time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto
in writing, and to each Holder of Debt Securities of the relevant series in the
manner set forth in


 


13

















 


Section 106, on or
prior to the existing Expiration Date. 
If an Expiration Date is not designated with respect to any record date
set pursuant to this Section, the party hereto which set such record date shall
be deemed to have initially designated the 180th day after such record date as
the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph.


 


Section 105.         Notices, etc., to Trustee and Company.


 


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


 


(1)           the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided), if in writing and sent by certified mail or by courier to the
Trustee at its Corporate Trust Office, or


 


(2)           the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and sent by certified mail or by courier to the Company addressed to
the attention of its Secretary at the address of its principal office specified
in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company.


 


Section 106.         Notice to Holders; Waiver.


 


Except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders
of any event, (1) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage prepaid, to
each Holder of a Registered Security affected by such event, at such Holder’s
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice; and (2) such notice shall be sufficiently given to Holders of
Bearer Securities by publication thereof in an Authorized Newspaper in The City
of New York and, if the Debt Securities of such series are then listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
and such stock exchange shall so require, in London, and, if the Debt Securities
of such series are then listed on the Luxembourg Stock Exchange and such stock
exchange shall so require, in Luxembourg and, if the Debt Securities of such
series are then listed on any other stock exchange outside the United States
and such stock exchange shall so require, in any other required city outside
the United States or, if not practicable, in Europe on a Business Day at least
twice, the first such publication to be not later than the latest date and not
earlier than the earliest date prescribed for the giving of such notice.


 


In case, by reason of the
suspension of or irregularities in regular mail service or for any other
reason, it shall be impossible or impracticable to mail notice of any event to
Holders of Registered Securities when said notice is required to be given
pursuant to any provision of this Indenture or of the Debt Securities, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.  In any case where notice to Holders of
Registered Securities is to be given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of


 


14

















 


such notice with respect
to other Holders of Registered Securities or the sufficiency of any notice by
publication to Holders of Bearer Securities given as provided above.


 


In case, by reason of the
suspension of publication of any Authorized Newspaper, or by reason of any
other cause, it shall be impossible or impracticable to make publication of any
notice to Holders of Bearer Securities as provided above, then such method of
publication or notification as shall be made with the approval of the Trustee
shall constitute a sufficient publication of such notice.  Neither failure to give notice by publication
to Holders of Bearer Securities as provided above, nor any defect in any notice
so published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.


 


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


 


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


 


Section 107.         Conflict with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.


 


Section 108.         Effect of Headings and Table of Contents.


 


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


 


Section 109.         Successors and Assigns.


 


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


 


Section 110.         Separability Clause.


 


In case any provision in
this Indenture or in the Debt Securities or any coupons 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.


 


15

















 


Section 111.         Benefits of Indenture.


 


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


 


Section 112.         Governing Law.


 


This Indenture and the
Debt Securities and any coupons shall be governed by and construed in
accordance with the laws of the State of Minnesota.


 


Section 113.         Legal Holidays.


 


In any case where any
Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of
any Debt Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Debt
Securities or any coupons) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date, Repayment
Date or at the Stated Maturity, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date or Stated Maturity, as the case may be.


 


Section 114.         Exemption from Individual Liability.


 


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


 


Section 115.         Counterparts.


 


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


 


16

















 


ARTICLE TWO


 


Debt Security Forms


 


Section 201.         Forms Generally.


 


The Registered
Securities, if any, and the Bearer Securities and related coupons, if any, of
each series shall be in substantially the form (including temporary or
permanent global form) as shall be established in or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with the rules of any securities
exchange, or as may, consistently herewith, be determined by the officers


 


executing such Debt
Securities or coupons, as evidenced by their signatures on the Debt Securities
or coupons.  If the form of Debt
Securities of any series or coupons (including any such Global Security) is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Debt Securities or coupons.


 


Unless otherwise
specified as contemplated by Section 301, Debt Securities in bearer form
other than Debt Securities in temporary or permanent global form shall have
coupons attached.


 


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


 


Section 202.         Form of Trustee’s Certificate of
Authentication.


 


This is one of the Debt Securities, of the series
designated herein, described in the within-mentioned Indenture.


 


	
   

  	
  BANK ONE TRUST COMPANY, N.A.,

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Officer

  



 


17

















 


Section 203.         Debt Securities in Global Form.


 


If Debt Securities of a
series are issuable in whole or in part in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (10) of
Section 301 and the provisions of Section 302, such Global Security
shall represent such of the outstanding Debt Securities of such series as shall
be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and
that the aggregate amount of Outstanding Debt Securities represented thereby
may from time to time be reduced to reflect exchanges.  Any endorsement of a Global Security to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Debt Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304.


 


The provisions of the
last sentence of Section 303(g) shall apply to any Debt Securities
represented by a Debt Security in global form if such Debt Security was never
issued and sold by the Company and the Company delivers to the Trustee the Debt
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of
Counsel) with respect to the reduction in the principal amount of Debt
Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303(g).


 


Global Securities may be
issued in either registered or bearer form and in permanent form or, in the
case of Bearer Securities, either temporary or permanent form.


 


ARTICLE THREE


 


The Debt Securities


 


Section 301.         Amount Unlimited; Issuance 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.  There
shall be established in or pursuant to a Board Resolution, and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Debt Securities of any series:


 


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


 


(2)           the limit, if any, upon the aggregate principal amount
of the Debt Securities of the series which may be authenticated and delivered
under this Indenture (except for Debt Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or
1303 and except for any Debt Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder);


 


18














 


(3)           the date or dates on which the principal and premium,
if any, of the Debt Securities of the series are payable;


 


(4)           the rate or rates, if any, at which the Debt
Securities of the series shall bear interest, or the method or methods by which
such rate or rates may be determined, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall
be payable, the Regular Record Date for the interest payable on any Registered
Security on any Interest Payment Date and the circumstances, if any, in which
the Company may defer interest payments;


 


(5)           the place or places where, subject to the provisions
of Section 1002, the principal of (and premium, if any) and interest on
Debt Securities of the series shall be payable, any Registered Securities of
the series may be surrendered for registration of transfer, Debt Securities of
the series may be surrendered for exchange and notices and demands to or upon
the Company in respect of the Debt Securities of the series and this Indenture
may be served and where notices to Holders pursuant to Section 106 will be
published;


 


(6)           if applicable, the period or periods within which or
the date or dates on which, the price or prices at which and the terms and
conditions upon which Debt Securities of the series may be redeemed, in whole
or in part, at the option of the Company;


 


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


 


(8)           whether Debt Securities of the series are to be
issuable as Registered Securities, Bearer Securities or both, whether Debt
Securities of the series are to be issuable with or without coupons or both
and, in the case of Bearer Securities, the date as of which such Bearer
Securities shall be dated if other than the date of original issuance of the
first Debt Security of such series of like tenor and term to be issued;


 


(9)           whether the Debt Securities of the series shall be
issued in whole or in part in the form of a Global Security or Securities and,
in such case, the Depositary and Global Exchange Agent for such Global Security
or Securities, whether such global form shall be permanent or temporary and, if
applicable, the Global Exchange Date;


 


(10)         if Debt Securities of the series are to be issuable
initially in the form of a temporary Global Security, the circumstances under
which the temporary Global Security can be exchanged for definitive Debt
Securities and whether the definitive Debt Securities will be Registered and/or
Bearer Securities and will be in global form and whether interest in respect of
any portion of such Global Security payable in respect of an Interest Payment
Date prior to the Global Exchange Date shall be paid to any clearing
organization with respect to a portion of such Global Security held for its
account and, in such event, the terms and conditions (including any
certification requirements) upon which any such interest payment received by a 


 


19

















 


clearing organization
will be credited to the Persons entitled to interest payable on such Interest
Payment Date if other than as provided in this Article Three;


 


(11)         whether, and under what conditions, additional amounts
will be payable to Holders of Debt Securities of the series pursuant to Section 1006;


 


(12)         the denominations in which any Registered Securities
of the series shall be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denominations in which any Bearer Securities
of such series shall be issuable, if other than the denomination of $5,000;


 


(13)         if other than the 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 pursuant to Section 502;


 


(14)         the currency or currencies of denomination of the Debt
Securities of any series, which may be in Dollars, any Foreign Currency or any
composite currency, including but not limited to the Euro, and, if any such
currency of denomination is a composite currency other than the Euro, the
agency or organization, if any, responsible for overseeing such composite
currency;


 


(15)         the currency or currencies in which payment of the
principal of (and premium, if any) and interest on the Debt Securities will be
made, any other currency or currencies in which payment of the principal of
(and premium, if any) or the interest on Registered Securities, at the election
of each of the Holders thereof, may also be payable and the periods within
which and the terms and conditions upon which such election is to be made, and
the Exchange Rate and Exchange Rate Agent;


 


(16)         if the amount of payments of principal of (and
premium, if any) or interest on the Debt Securities of the series may be
determined with reference to an index, the manner in which such amounts shall
be determined;


 


(17)         if payments of principal of (and premium, if any) or
interest on the Debt Securities of the series are to be made in a Foreign
Currency other than the currency in which such Debt Securities are denominated,
the manner in which the Exchange Rate with respect to such payments shall be
determined;


 


(18)         any Events of Default with respect to Debt Securities
of such series, if not set forth herein;


 


(19)         any other covenant or warranty included for the
benefit of the Debt Securities of the series in addition to (and not
inconsistent with) those set forth herein for the benefit of Debt Securities of
all series, or any other covenant or warranty included for the benefit of Debt
Securities of the series in lieu of any covenant or warranty set forth herein
for the benefit of Debt Securities of all series, or any provision that any
covenant or warranty set forth herein for the benefit of Debt Securities of all
series shall not be for the benefit of Debt Securities of such 


 


20

















 


series, or any
combination of such covenants, warranties or provisions and the applicability,
if any, of the provisions of Section 1012 to such covenants and
warranties;


 


(20)         the terms and conditions, if any, pursuant to which
the Company’s obligations under this Indenture may be terminated through the
deposit of money or Government Obligations as provided in Articles Four and
Fifteen;


 


(21)         the Person or Persons who shall be Security Registrar
for the Debt Securities of such series if other than the Trustee, and the place
or places where the Security Register for such series shall be maintained and
the Person or Persons who will be the initial Paying Agent or Agents, if other
than the Trustee; and


 


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


 


All Debt Securities of
any one series and the coupons appertaining to Bearer Securities of such
series, if any, shall be substantially identical except, in the case of
Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution and set forth in such Officers’
Certificate or in any such indenture supplemental hereto.


 


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


 


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


 


Section 302.         Denominations.


 


Debt Securities of each
series shall be issuable in such form and denominations as shall be specified
in the form of Debt Security for such series approved or established pursuant
to Section 201 or in the Officers’ Certificate delivered pursuant to Section 301.  In the absence of any specification with
respect to the Debt Securities of any series, the Registered Securities of such
series, if any, shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series, if any, shall be
issuable in the denominations of $5,000.


 


Section 303.         Execution, Authentication, Delivery and Dating.


 


(a)           The Debt Securities shall be executed on behalf of the
Company by its Chairman of the Board, a Vice Chairman of the Board, the
President or a Vice President, and by its Treasurer or one of its Assistant
Treasurers or its Secretary or one of its Assistant Secretaries under its
corporate seal reproduced thereon.  The
signature of any of these officers on the Debt Securities may be 


 


21

















 


manual or facsimile.  Coupons shall bear the facsimile signature of
an authorized officer of the Company.


 


Debt Securities and
coupons bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of the Company shall bind the Company, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Debt Securities or coupons of any
series or did not hold such offices at the date of such Debt Securities or
coupons.


 


(b)           At any time and from time to time after the execution
and delivery of this Indenture, Debt Securities of any series may be executed
by the Company and delivered to the Trustee for authentication, and, except as
otherwise provided in this Article Three, shall thereupon be authenticated
and delivered by the Trustee upon Company Order, without any further action by
the Company; provided, however, that, in
connection with its original issuance, a Bearer Security may be delivered only
outside the United States and, except in the case of a temporary Global
Security, only if the Company or its agent shall have received the
certification required pursuant to Sections 304(b)(iii) and (iv),
unless such certification shall have been provided earlier pursuant to
section 304(b)(v) hereof, and only if the Company has no reason to
know that such certification is false.


 


To the extent authorized
in or pursuant to a Board Resolution and set forth in an Officers’ Certificate,
or established in one or more indentures supplemental hereto, such written
Company Order may be given by any one officer or employee of the Company, may
be electronically transmitted, and may provide instructions as to registration
of holders, principal amounts, rates of interest, maturity dates and other
matters contemplated by such Board Resolution and Officers’ Certificate or
supplemental indenture to be so instructed in respect thereof.  Before authorizing and delivering the first
Debt Securities of any series (and upon request of the Trustee thereafter), the
Company shall deliver to the Trustee (i) the certificates called for under
Sections 201 and 301 hereof and (ii) an Opinion of Counsel described
in the next sentence.


 


In
authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to any such Debt Securities,
the Trustee shall be entitled to receive, prior to the initial authentication
of such Debt Securities, and (subject to Section 601) shall be fully
protected in relying upon:


 


(i)            a Board Resolution relating thereto and, if
applicable, an appropriate record of any action taken pursuant to such
resolution certified by the Secretary or an Assistant Secretary of the Company;


 


(ii)           an executed supplemental indenture, if any, relating
thereto;


 


(iii)          an Officers’ Certificate setting forth the form and
terms of the Debt Securities of such series and coupons, if any, pursuant to
Sections 201 and 301 and stating that all conditions precedent provided
for in this Indenture relating to the issuance of such Debt Securities have
been complied with; and


 


22

















 


(iv)          an Opinion of Counsel stating


 


(A)          that the form of such Debt Securities and coupons, if
any, has been established in or pursuant to a Board Resolution or by a
supplemental indenture as permitted by Section 201 in conformity with the
provisions of this Indenture;


 


(B)           that the terms of such Debt Securities and coupons, if
any, have been established in or pursuant to a Board Resolution or by a
supplemental indenture as permitted by Section 301 in conformity with the
provisions of this Indenture; and


 


(C)           that such Debt Securities and coupons, if any, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors’ rights generally and the application of general principles
of equity and except further as enforcement thereof may be limited by (i) requirements
that a claim with respect to any Debt Securities denominated other than in Dollars
(or a Foreign Currency or currency unit judgment in respect of such claim) be
converted into Dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law or (ii) governmental authority to limit, delay
or prohibit the making of payments in Foreign Currencies or currency units or
payments outside the United States.


 


(c)           If the Company shall establish pursuant to Section 301
that the Debt Securities of a series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute and
the Trustee shall, in accordance with this Section and the Company Order
with respect to such series, authenticate and deliver one or more Global
Securities in permanent or temporary form that (i) shall represent and
shall be denominated in an aggregate amount equal to the aggregate principal
amount of the Outstanding Debt Securities of such series to be represented by
one or more Global Securities, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary and (iii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary’s instructions.


 


(d)           The Trustee shall have the right to decline to
authenticate and deliver any Debt Securities under this Section 303 if the
issuance of such Debt Securities will adversely affect the Trustee’s own
rights, duties or immunities under the Debt Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.


 


(e)           If all the Debt Securities of any series are not to be
issued at one time, it shall not be necessary to deliver an Opinion of Counsel
at the time of issuance of each Debt Security, but such Opinion of Counsel,
with appropriate modifications, may instead be delivered at or prior to the
time of the first issuance of Debt Securities of such series.


 


(f)            Each Registered Security shall be dated the date of
its authentication.  Each Bearer Security
shall be dated as of the date specified as contemplated by Section 301.


 


23

















 


(g)           No Debt Security or coupon attached thereto shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose, unless there appears on such Debt Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee, and such certificate upon any Debt Security shall be conclusive
evidence, and the only evidence, that such Debt Security has been duly authenticated
and delivered hereunder.  Except as
permitted by Section 306, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured
have been detached and cancelled. 
Notwithstanding the foregoing, if any Debt Security or portion thereof
shall have been duly authenticated and delivered hereunder but never issued and
sold by the Company, and the Company shall deliver such Debt Security to the
Trustee for cancellation as provided in Section 309 together with a
written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Debt Security or
portion thereof has never been issued and sold by the Company, for all purposes
of this Indenture such Debt Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 


(h)           Each Depositary designated pursuant to Section 301
for a Global Security in registered form must, at the time of its designation
and at all times while it serves as Depositary, be a clearing agency registered
under the Securities Exchange Act of 1934 and any other applicable statute or
regulation.


 


Section 304.         Temporary Debt Securities.


 


(a)           Pending the preparation of definitive Debt Securities
of any series, the Company may execute, and upon receipt of documents required
by Sections 301 and 303, together with a Company Order, the Trustee shall
authenticate and deliver, temporary Debt Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor and terms of the definitive Debt
Securities in lieu of which they are issued in registered form or, if
authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Debt Securities may determine, as evidenced by
their signatures on such Debt Securities. 
In the case of Debt Securities of any series issuable as Bearer
Securities, such temporary Debt Securities may be in global form, representing
all or any part of the Outstanding Debt Securities of such series.


 


(b)           Unless otherwise provided pursuant to Section 301:


 


(i)            Except in the case of temporary Debt Securities in
global form, 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 such series, the related temporary Debt
Securities shall be exchangeable for such definitive Debt Securities upon
surrender of the temporary Debt Securities of such series at the office or
agency of the Company in the Place of Payment for such series, without charge
to the Holder.  Upon surrender for
cancellation of any one or more temporary Debt Securities of any series
(accompanied, if applicable, by all unmatured coupons and all matured coupons
in default appertaining thereto), the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Debt Securities of the same series of like tenor and terms and of
authorized denominations; provided, however,
that no Bearer Security shall be delivered in exchange for a Registered
Security; and provided, further, 


 


24

















 


that a Bearer Security
shall be delivered in exchange for a Bearer Security only in compliance with
the conditions set forth in Section 305.


 


(ii)           If Debt Securities of any series are issued in
temporary global form, any such temporary Global Security shall, unless
otherwise provided pursuant to Section 301, be delivered to the Depositary
for the benefit of Euroclear and Clearstream, for credit to the respective
accounts of the beneficial owners of such Debt Securities (or to such other
accounts as they may direct).


 


(iii)          Without unnecessary delay but in any event not later
than the date specified in, or determined pursuant to the terms of, any such
temporary Global Security (the “Global Exchange Date”), the Company shall
deliver definitive Debt Securities to the Trustee or the agent appointed by the
Company pursuant to Section 301 to effect the exchange of the temporary
Global Security for definitive Debt Securities (the “Global Exchange Agent”),
in an aggregate principal amount equal to the principal amount of such
temporary Global Security, executed by the Company.  On or after the Global Exchange Date, such
temporary Global Security shall be surrendered by the Depositary to the Global
Exchange Agent, to be exchanged, in whole or from time to time in part, for
definitive Debt Securities without charge and the Trustee or the Global
Exchange Agent, if authorized by the Trustee pursuant to Section 614,
shall authenticate and deliver, in exchange for each portion of such temporary
Global Security, an equal aggregate principal amount of definitive Debt
Securities of the same series of authorized denominations and of like tenor and
terms as the portion of such temporary Global Security to be exchanged.  Upon any exchange of a part of such temporary
Global Security for definitive Debt Securities, the portion of the principal
amount and any interest thereon so exchanged shall be endorsed by the Global
Exchange Agent on a schedule to such temporary Global Security, whereupon the
principal amount and interest payable with respect to such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed.  The definitive Debt Securities
to be delivered in exchange for any such temporary Global Security shall be in
bearer form, registered form, global registered form or global bearer form, or
any combination thereof, as specified as contemplated by Section 301, and,
if any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that, in the
case of the exchange of the temporary Global Security for definitive Bearer
Securities (including a definitive Global Bearer Security), upon such
presentation by the Depositary, such temporary Global Security shall be
accompanied by a certificate signed by Euroclear as to the portion of such
temporary Global Security held for its account then to be exchanged and a
certificate signed by Clearstream as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit B to this Indenture; and provided, further,
that definitive Bearer Securities (including a definitive Global Bearer
Security) shall be delivered in exchange for a portion of a temporary Global
Security only in compliance with the requirements of Section 303.


 


(iv)          The interest of a beneficial owner of Debt Securities
of a series in a temporary Global Security shall be exchanged for definitive
Debt Securities of the same series and of like tenor and terms following the
Global Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on such account
holder’s behalf and, in the case of the exchange of the temporary Global
Security for definitive Bearer Securities (including a definitive Global Bearer
Security), the account holder delivers to 


 


25

















 


Euroclear or Clearstream,
as the case may be, a certificate in the form set forth in Exhibit A-1
and, if applicable, A-2 to this Indenture, dated no earlier than 15 days prior
to the Global Exchange Date, copies of which certificate shall be available
from the offices of Euroclear and Clearstream, the Global Exchange Agent, any
authenticating agent appointed for such series of Debt Securities and each
Paying Agent.  Unless otherwise specified
in such temporary Global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary Global Security, except that
a Person receiving definitive Debt Securities must bear the cost of insurance,
postage, transportation and the like in the event that such Person does not
take delivery of such definitive Debt Securities in person at the offices of
Euroclear and Clearstream.  Definitive
Debt Securities in bearer form to be delivered in exchange for any portion of a
temporary Global Security shall be delivered only outside the United States.


 


(v)           Until exchanged in full as hereinabove provided, the
temporary Debt Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities of the
same series and of like tenor and terms authenticated and delivered hereunder,
except that interest payable on a temporary Global Security on an Interest
Payment Date shall be payable to Euroclear and Clearstream on such Interest
Payment Date only if there has been delivered by Euroclear and Clearstream to
the Global Exchange Agent a certificate or certificates in the form set forth
in Exhibit B to this Indenture dated no earlier than the first Interest
Payment Date, for credit without further interest on or after such Interest Payment
Date to the respective accounts of the Persons who are the beneficial owners of
such temporary Global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 and, if applicable, A-2 to this Indenture
dated no earlier than the first Interest Payment Date.  Any interest so received by Euroclear and
Clearstream and not paid as herein provided prior to the Global Exchange Date
shall be returned to the Global Exchange Agent which, upon expiration of two
years after such Interest Payment Date, shall repay such interest to the
Company in accordance with Section 1003.


 


Section 305.         Registration; Registration of Transfer and
Exchange.


 


The Company shall cause
to be kept at one of the offices or agencies to be maintained by the Company in
accordance with the provisions of this Section 305 and Section 1002,
with respect to the Debt Securities of each series which are Registered
Securities, a register (herein sometimes referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. 
Pursuant to Section 301, the Company shall appoint, with respect to
Debt Securities of each series which are Registered Securities, a “Security
Registrar” for the purpose of registering such Debt Securities and transfers
and exchanges of such Debt Securities as herein provided.


 


Upon surrender for
registration of transfer of any Registered Security of any series at the office
or agency of the Company maintained for such purpose, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series of any authorized denomination or denominations, of like tenor
and terms and aggregate principal amount.


 


26

















 


At the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series of any authorized form and
denomination, of like tenor and terms and aggregate principal amount, upon
surrender of the Registered Securities to be exchanged at such office or
agency.  Bearer Securities may not be
delivered in exchange for Registered Securities.


 


At the option of the
Holder, Registered Securities or Bearer Securities of any series may be issued
in exchange for Bearer Securities (except as otherwise specified as
contemplated by Section 301 with respect to a Bearer Security in global
form) of the same series, of any authorized denominations and of like tenor and
terms and aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any such office or agency, with all unmatured coupons and
all matured coupons in default thereto appertaining.  If the Holder of a Bearer Security is unable
to produce any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company and the Trustee in an amount
equal to the face amount of such missing coupon or coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless.  If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented
by coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside the United States.  Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series and like tenor and terms
after the close of business at such office or agency on (i) any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before
the opening of business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be.


 


Whenever any Debt
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Debt Securities which the Holder
making the exchange is entitled to receive.


 


If at any time the
Depositary for the Debt Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Debt Securities of such
series or if at any time the Depositary for the Debt Securities of such series
shall no longer be eligible under Section 303(h), the Company shall
appoint a successor Depositary with respect to the Debt Securities of such
series.  If a successor Depositary for
the Debt Securities of such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company’s election pursuant to Section 301(9) shall
no longer be effective with respect to the Debt Securities of such series and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Debt Securities of such series,
will authenticate and deliver, Debt Securities of such series in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such
Global Security or Securities.


 


27














 


The Company may at any
time and in its sole discretion determine that the Debt Securities of any
series issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities.  In such event the Company will execute, and
the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Debt Securities of such series, will authenticate and
deliver, Debt Securities of such series in definitive form and in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such series in exchange for such Global Security or
Securities.


 


If specified by the
Company pursuant to Section 301 with respect to a series of Debt
Securities, the Depositary for such series of Debt Securities may surrender a
Global Security for such series of Debt Securities in exchange in whole or in
part for Debt Securities of such series of like tenor and terms and in
definitive form on such terms as are acceptable to the Company and such
Depositary.  Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without charge to any
Holder,


 


(a)           to each Person specified by such Depositary a new Debt
Security or Securities of the same series, of like tenor and terms and of any
authorized denominations as requested by such person in aggregate principal
amount equal to and in exchange for such Person’s beneficial interest in the
Global Security; and


 


(b)           to such Depositary a new Global Security of like tenor
and terms and in a denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal
amount of Debt Securities delivered to Holders thereof.


 


In any exchange provided
for in any of the preceding three paragraphs, the Company will execute and the
Trustee will authenticate and deliver Debt Securities (a) in definitive
registered form in authorized denominations, if the Debt Securities of such
series are issuable as Registered Securities, (b) in definitive bearer
form in authorized denominations, with coupons attached, if the Debt Securities
of such series are issuable as Bearer Securities or (c) as either
Registered or Bearer Securities, as shall be specified by the beneficial owner
thereof, if the Debt Securities of such series are issuable in either form; provided, however, that no definitive Bearer Security shall
be delivered in exchange for a temporary Global Security unless the Company or
its agent shall have received from the person entitled to receive the
definitive Bearer Security a certificate substantially in the form set forth in
Exhibit A-1 and, if applicable, A-2 hereto; and provided
further that delivery of a Bearer Security shall occur only outside
the United States; and provided further
that no definitive Bearer Security will be issued if the Company has reason to
know that any such certificate is false.


 


Upon the exchange of a
Global Security for Debt Securities in definitive form, such Global Security
shall be cancelled by the Trustee. 
Registered Securities issued in exchange for a Global Security pursuant
to this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall
deliver such Registered Securities to the persons in whose names such Debt
Securities are so registered.  The
Trustee shall deliver Bearer Securities issued in exchange for a Global
Security pursuant to this Section to the persons, and in such authorized
denominations, as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee; provided, 


 


28

















 


however, that no definitive Bearer Security shall
be delivered in exchange for a temporary Global Security unless the Company or
its agent shall have received from the person entitled to receive the
definitive Bearer Security a certificate substantially in the form set forth in
Exhibit A-1 and, if applicable, A-2 hereto; and provided
further that delivery of a Bearer Security shall occur only outside
the United States; and provided further
that no definitive Bearer Security will be issued if the Company has reason to
know that any such certificate is false.


 


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


 


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


 


No charge to any Holder
shall be made for any registration of transfer or exchange of Debt Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any transfer,
registration of transfer or exchange of Debt Securities, other than exchanges
expressly provided in this Indenture to be made at the Company’s own expense or
without expense or without charge to the Holders.


 


The Company shall not be
required (i) to issue, register the transfer of or exchange Debt
Securities of any particular series to be redeemed for a period of fifteen days
preceding the first publication of the relevant notice of redemption or, if
Registered Securities are outstanding and there is no publication, the mailing
of the relevant notice of redemption of Debt Securities of such series selected
for redemption under Section 1103 and ending at the close of business on the
day of such mailing, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except the
unredeemed portion of such Registered Security being redeemed in part, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of like tenor and
terms of that series, provided that
such Registered Security shall be simultaneously surrendered for redemption.


 


Notwithstanding anything
herein to the contrary, the exchange of Bearer Securities into Registered
Securities shall be subject to applicable laws and regulations in effect at the
time of exchange; neither the Company, the Trustee nor the Security Registrar
shall exchange any Bearer Securities into Registered Securities if it has
received an Opinion of Counsel that as a result of such exchanges the Company
would suffer adverse consequences under the United States Federal income tax
laws and regulations then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make such exchanges
thereafter unless and until the Trustee receives a subsequent Company Order to
the contrary.  The Company shall deliver
copies of such Company Orders to the Security Registrar.


 


29

















 


Section 306.         Mutilated, Destroyed, Lost and Stolen Debt
Securities.


 


If (i) any mutilated
Debt Security or a Bearer Security with a mutilated coupon appertaining to it is
surrendered to a Paying Agent outside the United States designated by the
Company, or, in the case of any Registered Security, to the Trustee, or (ii) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security or coupon, and there is
delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company and the Trustee that such Debt Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
written request the Trustee shall authenticate and deliver, in exchange for any
such mutilated Debt Security or Bearer Security with a mutilated coupon
appertaining to it or to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen) or in lieu of any
such destroyed, lost or stolen Debt Security, a new Debt Security of like tenor
and terms and principal amount, bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Debt Security or to the Debt Security to which
such destroyed, lost or stolen coupon appertains; provided,
however, that any such new Bearer Security will be delivered only in
compliance with the conditions set forth in Section 305.


 


In case any such
mutilated, destroyed, lost or stolen Debt Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Debt Security, pay such Debt Security or coupon; provided, however, that payment of principal of (and
premium, if any) and any interest on Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States; and provided, further,
that, with respect to any such coupons, interest represented thereby (but not
any additional amounts payable as provided in Section 1006), shall be
payable only upon presentation and surrender of the coupons appertaining
thereto.


 


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


 


Every new Debt Security
of any series, with its coupons, if any, issued pursuant to this Section in
lieu of any destroyed, lost or stolen Debt Security, or in exchange for a
Bearer Security to which a destroyed, lost or stolen coupon appertains, shall
constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debt Security and its coupons, if
any, or the destroyed, lost or stolen coupon shall be at any time enforceable
by anyone, and any such new Debt Security and coupons, if any, shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Debt Securities of that series and their coupons, if any,
duly issued hereunder.


 


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


 


30

















 


Section 307.         Payment of Interest; Interest Rights Preserved.


 


Interest on any
Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name
that Registered Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.  In case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of Payment for such series)
on any Regular Record Date and before the opening of business (at such office
or agency) on the next succeeding Interest Payment Date, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date
and interest will not be payable on such Interest Payment Date in respect of
the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.  At the option
of the Company, payment of interest on any Registered Security may be made by
check in the currency designated for such payment pursuant to the terms of such
Registered Security mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an
account in such currency designated by such Person in writing not later than
ten days prior to the date of such payment.


 


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


 


(1)           The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. 
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Registered Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money and/or Government Obligations
the payments of principal and interest on which when due (and without
reinvestment) will provide money in such amounts as will (together with any
money irrevocably deposited in trust with the Trustee, without investment) be
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money and/or Government
Obligations when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date.  Unless the Trustee is acting as the Security
Registrar, promptly after such Special Record Date, the Company shall furnish
the Trustee with a list, or shall make arrangements satisfactory to the Trustee
with respect thereto, of the names and addresses of, and principal amounts of
Registered Securities of such series held by, the Holders appearing on the
Security Register at the close of business on such Special Record Date.  In the name and at the expense of the
Company, the Trustee 


 


31

















 


shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Registered Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following Clause (2).  In case a Bearer Security of any series is
surrendered at the office or agency in a Place of Payment for such series in
exchange for a Registered Security of such series after the close of business
at such office or agency on any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such proposed date of payment and Defaulted Interest will
not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.


 


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


 


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


 


Subject to the
limitations set forth in Section 1002, the Holder of any coupon
appertaining to a Bearer Security shall be entitled to receive the interest
payable on such coupon upon presentation and surrender of such coupon on or
after the Interest Payment Date of such coupon at an office or agency
maintained for such purpose pursuant to Section 1002.


 


Section 308.         Persons Deemed Owners.


 


Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or of the Trustee may treat the Person in whose
name such Registered Security is registered as the owner of such Registered
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 307) interest on such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


The Company, the Trustee
and any agent of the Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Bearer
Security or coupon for the purpose of receiving payment thereof or on account
thereof and for all other 


 


32

















 


purposes whatsoever,
whether or not such Bearer Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


 


None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.


 


Section 309.         Cancellation.


 


Unless otherwise provided
with respect to a series of Debt Securities, all Debt Securities and coupons
surrendered for payment, redemption, repayment, transfer, exchange or credit
against any sinking fund payment pursuant to this Indenture shall, if
surrendered to the Company or any agent of the Company, be delivered to the
Trustee and shall be promptly cancelled by it. 
The Company may at any time 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 all Debt Securities so
delivered shall be promptly cancelled by the Trustee.  No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture.  All cancelled Debt Securities and coupons
held by the Trustee shall be destroyed and certification of their destruction
delivered to the Company unless by a Company Order the Company shall direct
that the cancelled Debt Securities or coupons be returned to it.


 


Section 310.         Computation of Interest.


 


Except as otherwise
specified as contemplated by Section 301 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.


 


Section 311.         Certification by a Person Entitled to Delivery of a
Bearer Security.


 


Whenever any provision of
this Indenture or a Debt Security contemplates that certification be given by a
Person entitled to delivery of a Bearer Security, such certification shall be
provided substantially in the form of Exhibit A-1 and, if applicable, A-2
hereto, with only such changes as shall be approved by the Company and
consented to by the Trustee, whose consent shall not unreasonably be withheld.


 


Section 312.         Judgments.


 


The Company agrees that,
to the fullest extent possible under applicable law and except as may otherwise
be specified as contemplated in Section 301, (a) the obligation, if
any, of the Company to pay the principal of (and premium, if any) and interest
on the Debt Securities of any series and any appurtenant coupons in a Foreign
Currency, composite currency or Dollars (the “Designated Currency”) as may be
specified pursuant to Section 301 is of the essence, and judgments in
respect of such Debt Securities shall be given in the Designated Currency; (b) the
obligation of the Company to make payments in the Designated Currency of the
principal of (and premium, if any) and interest on 


 


33

















 


such Debt Securities and
any appurtenant coupons shall, notwithstanding any payment in any other
currency (whether pursuant to a judgment or otherwise), be discharged only to
the extent of the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures, purchase with
the sum paid in such other currency (after any premium and cost of exchange) in
the country of issue of the Designated Currency in the case of Foreign Currency
or Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder
receives such payment; (c) if the amount in the Designated Currency that
may be so purchased for any reason falls short of the amount originally due,
the Company shall pay such additional amounts as may be necessary to compensate
for such shortfall; and (d) any obligation of the Company not discharged
by such payment shall be due as a separate and independent obligation and,
until discharged as provided herein, shall continue in full force and effect.


 


ARTICLE FOUR


 


Satisfaction and Discharge


 


Section 401.         Satisfaction and Discharge of Indenture.


 


This Indenture shall upon
Company Request cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Debt Securities herein
expressly provided for and rights to receive payments of principal and interest
thereon and any right to receive additional amounts, as provided in Section 1006)
and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture when


 


(1)           either


 


(A)          all Debt Securities theretofore authenticated and
delivered and all coupons appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered in exchange for Registered
Securities and maturing after such exchange, surrender of which is not required
or has been waived as provided in Section 305, (ii) Debt Securities
and coupons which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306, (iii) coupons
appertaining to Bearer Securities called for redemption or surrendered for
repayment and maturing after the relevant Redemption Date or Repayment Date, as
appropriate, surrender of which has been waived as provided in Section 1106
or 1303 and (iv) Debt Securities and coupons for whose payment money
and/or Government Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee cancelled or for cancellation; or


 


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


 


(i)            have become due and payable, or


 


34

















 


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


 


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


 


and the Company, in the
case of (B)(i), (B)(ii) or (B)(iii) above, has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the
purpose money and/or Government Obligations the payments of principal and
interest on which when due (and without reinvestment) will provide money in
such amounts as will (together with any money irrevocably deposited in trust
with the Trustee, without investment) be sufficient to pay and discharge the
entire indebtedness on such Debt Securities and coupons of such series for
principal (and premium, if any) and interest, and any mandatory sinking fund,
repayment or analogous payments thereon, on the scheduled due dates therefor to
the date of such deposit (in the case of Debt Securities and coupons which have
become due and payable) or to the Stated Maturity or Redemption Date, if any,
and all Repayment Dates (in the case of Debt Securities repayable at the option
of the Holders thereof); provided, however,
that in the event a petition for relief under any applicable Federal or state
bankruptcy, insolvency, reorganization or other similar law is filed with
respect to the Company within 91 days after the deposit, the obligations of the
Company under the Indenture with respect to the Debt Securities of such series
shall not be deemed terminated or discharged, and in such event the Trustee
shall be required to return the deposited money and Government Obligations then
held by the Trustee to the Company;


 


(2)           the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 607 and, if money or Government Obligations
shall have been deposited with the Trustee pursuant to Subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.


 


Section 402.         Application of Trust Money and Government
Obligations.


 


(a)           Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations deposited with the Trustee pursuant to Section 401,
403 or 1501 shall be held in trust and such money and the principal and
interest received on such Government Obligations shall be applied by it, in
accordance with the provisions of the Debt Securities, any coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal 


 


35

















 


(and premium, if any) and
interest for whose payment such money or Government Obligations have been
deposited with the Trustee.


 


(b)           The Trustee shall deliver or pay to the Company from
time to time upon Company Request any Government Obligations or money held by
it as provided in Section 403 or 1501 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such Government Obligations or money were deposited or
received.


 


(c)           The Trustee shall deliver to the Company from time to
time upon Company Request any Government Obligations held by it as provided in Section 403
or 1501, provided that the Company in substitution therefor simultaneously
delivers to the Trustee, money or other Government Obligations which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, would
then be sufficient to satisfy the Company’s payment obligations in respect of
the Debt Securities in the manner contemplated by Section 403 or 1501.


 


Section 403.         Satisfaction, Discharge and Defeasance of Debt
Securities of any Series.


 


If this Section 403
is specified, as contemplated by Section 301, to be applicable to Debt
Securities of any series, then, notwithstanding Section 401, (i) the
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Outstanding Debt Securities of any such series and related coupons; (ii) the
provisions of this Indenture as it relates to such Outstanding Debt Securities
and related coupons shall no longer be in effect (except as to (A) the
rights of Holders of Debt Securities to receive, from the trust fund described
in subparagraph (1) below, payment of (x) the principal of (and
premium, if any) and any installment of principal of (and premium, if any) or
interest on such Debt Securities and related coupons on the Stated Maturity of
such principal (and premium, if any) or installment of principal (and premium, if
any) or interest or (y) any mandatory sinking fund, repayment or analogous
payments applicable to the Debt Securities of that series on that day on which
such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities, (B) the Company’s obligations with
respect to such Debt Securities under Sections 304, 305, 306, 1002, 1003
and 1006, and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder, including those under Section 607 hereof); and (iii) the
Trustee, at the expense of the Company, shall, upon Company Order, execute
proper instruments acknowledging satisfaction and discharge of such
indebtedness, when


 


(1)           either


 


(A)          with respect to all Outstanding Debt Securities of
such series and related coupons, with reference to this Section 403, the
Company has deposited or caused to be deposited with the Trustee irrevocably,
as trust funds in trust, money and/or Government Obligations the payments of
principal and interest on which when due (and without reinvestment) will
provide money in such amounts as will (together with any money irrevocably
deposited in trust with the Trustee, without investment) be sufficient to pay
and discharge (i) the principal of (and premium, if any) and interest on 


 


36

















 


the Outstanding Debt
Securities of that series on the Stated Maturity of such principal or interest
or, if such series may be redeemed by the Company prior to the Stated Maturity
thereof and the Company shall have given irrevocable instructions to the
Trustee to effect such redemption, at the date fixed for such redemption
pursuant to Article Eleven, and (ii) any mandatory sinking fund
payments or analogous payments applicable to Debt Securities of such series on
the date on which such payments are due and payable in accordance with the
terms of this Indenture and of such Debt Securities; or


 


(B)           the Company has properly fulfilled such other means of
satisfaction and discharge as is specified, as contemplated by Section 301,
to be applicable to the Debt Securities of such series;


 


(2)           the Company has paid or caused to be paid all sums
payable with respect to the Outstanding Debt Securities of such series and
related coupons;


 


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


 


(4)           no Event of Default or event which, with the giving of
notice or lapse of time, or both, would become an Event of Default pursuant to Section 501(1),
(2), (3), (6) or (7) with respect to the Debt Securities of such
series shall have occurred and be continuing on the date of such deposit and no
Event of Default under Section 501(6) or Section 501(7) or
event which, with the giving of notice or lapse of time, or both, would become
an Event of Default under Section 501(6) or Section 501(7) shall
have occurred and be continuing on the 91st day after such date; provided,
however, that should that condition fail to be satisfied on or before such 91st
day, the Trustee shall promptly, upon satisfactory receipt of evidence of such
failure, return such deposit to the Company;


 


(5)           if the Debt Securities of that series are then listed
on any domestic or foreign securities exchange, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that such deposit,
defeasance and discharge will not cause such Debt Securities to be delisted;
and


 


(6)           the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the
entire indebtedness of all Outstanding Debt Securities and related coupons have
been complied with.


 


Any deposits with the
Trustee referred to in Section 403(1)(A) above shall be irrevocable
and shall be made under the terms of an escrow or trust agreement in form and
substance satisfactory to the Trustee. 
If any Outstanding Debt Securities of such series are to be redeemed
prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory sinking fund requirement, the
applicable escrow or trust agreement shall provide therefor and the Company
shall make such arrangements as are satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the
Company.


 


37














 


Upon the satisfaction of
the conditions set forth in this Section 403 with respect to all the
Outstanding Debt Securities of any series, the terms and conditions of such
series, including the terms and conditions with respect thereto set forth in
this Indenture, shall no longer be binding upon, or applicable to, the Company;
provided that the Company shall not be
discharged from any payment obligations in respect of Debt Securities of such
series which are deemed not to be Outstanding under clause (iii) of
the definition thereof if such obligations continue to be valid obligations of
the Company under applicable law.


 


Notwithstanding the
cessation, termination and discharge of all obligations, covenants and
agreements (except as provided above in this Section 403) of the Company
under this Indenture with respect to any series of Debt Securities, the
obligations of the Company to the Trustee under Section 607, and the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003,
shall survive with respect to such series of Debt Securities.


 


ARTICLE FIVE


 


Remedies


 


Section 501.                            Events of Default.


 


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


 


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


 


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


 


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


 


(4)                                  default in the performance, or breach, of
any covenant or warranty of the Company in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of Debt Securities of a
series other than such series), and continuance of such default or breach for a
period of 90 days after there has been given by registered or certified
mail, to the Company by the Trustee, or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Debt Securities
of such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder, or


 


38

















 


(5)                                  a default under any Indebtedness for
money borrowed by the Company or any Subsidiary (including a default with
respect to Debt Securities of any series other than that series) or under any
Mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any Subsidiary (including this Indenture), whether such Indebtedness
now exists or shall hereafter be created, which default shall have resulted in
such Indebtedness in an outstanding principal amount in excess of
$20 million becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such
acceleration having been rescinded or annulled, or such Indebtedness having
been discharged, within a period of 10 days after there shall have been given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of that series a written notice specifying such
default and requiring the Company to cause such acceleration to be rescinded or
annulled or cause such Indebtedness to be discharged and stating that such
notice is a “Notice of Default” hereunder; or


 


(6)                                  the entry by a court having jurisdiction
in the premises of (A) a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable Federal or
state bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company 
under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 90 consecutive days; or


 


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


 


(8)                                  any other Event of Default provided with
respect to Debt Securities of such series specified as contemplated by Section 301.


 


39

















 


Section 502.                            Acceleration of Maturity;
Rescission and Annulment.


 


If an Event of Default
with respect to Debt Securities of any series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of
not less than 25% in principal amount of Outstanding Debt Securities of such
series may declare the principal amount (or, if the Debt Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of and all accrued but
unpaid interest on all the Debt Securities of such series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by such Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.  Upon payment of such amount, all obligations
of the Company in respect of the payment of principal of the Debt Securities of
such series shall terminate.


 


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


 


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


 


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


 


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


 


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


 


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


 


and


 


(2)                                  all Events of Default with respect to
Debt Securities of such series, other than the non-payment of the principal of
Debt Securities of such series which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 513.


 


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


 


40

















 


Section 503.                            Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


The
Company covenants that if:


 


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


 


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


 


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


 


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


 


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


 


Section 504.                            Trustee May File Proofs of
Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceedings, or any
voluntary or involuntary case under the Federal bankruptcy laws as now or
hereafter constituted, relative to the Company or any other obligor upon the
Debt Securities of a particular series or any related coupons or the property
of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of such Debt Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise,


 


41

















 


(1)                                  to file and prove a claim for the whole
amount of principal (and premium, if any) and interest owing and unpaid in
respect of the Debt Securities of such series and any appurtenant coupons and
to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and


 


(2)                                  to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same;


 


and any receiver,
assignee, trustee, custodian, liquidator, sequestrator or other similar
official in any such proceeding is hereby authorized by each Holder to make
such payments to the Trustee, and in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.


 


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


 


Section 505.                            Trustee May Enforce Claims
without Possession of Debt Securities or Coupons.


 


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


 


Section 506.                            Application of Money Collected.


 


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


 


FIRST:                    To the payment of all amounts due the Trustee under Section 607;


 


SECOND:              To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on the Debt Securities and any
coupons, in respect of which or for the benefit of which such money has been
collected ratably, without preference or priority of any kind, according to the
amounts due and payable on such Debt Securities and any coupons for principal
(and premium, if any) and interest, respectively.  The Holders of each 


 


42

















 


series of Debt Securities
denominated in Euro, any other composite currency or a Foreign Currency and any
matured coupons relating thereto shall be entitled to receive a ratable portion
of the amount determined by the  Exchange
Rate Agent by converting the principal amount Outstanding of such series of
Debt Securities and matured but unpaid interest on such series of Debt
Securities in the currency in which such series of Debt Securities is
denominated into Dollars at the Exchange Rate as of the date of declaration of
acceleration of the Maturity of the Debt Securities; and


 


THIRD:                  The balance, if any, to the Person or Persons entitled
thereto.


 


Section 507.         Limitation on Suits.


 


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


 


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


 


(2)                                  the Holders of not less than 25% in
principal amount of the 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 hereunder;


 


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


 


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


 


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


 


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


 


Section 508.                            Unconditional Right of Holders to
Receive Principal, Premium and Interest.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Debt Security or coupon shall
have the right which is absolute and unconditional to receive payment of the
principal of (and premium, if any) and (subject to Section 307) interest
on such Debt Security or payment of such coupon on the respective Stated
Maturity or Maturities expressed in such Debt Security or coupon (or, in the
case of redemption or repayment, on the Redemption Date or the Repayment Date,
as the case 


 


43

















 


may be) and to institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.


 


Section 509.                            Restoration of Rights and
Remedies.


 


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


 


Section 510.                            Rights and Remedies Cumulative.


 


Except as otherwise
provided in Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


Section 511.                            Delay or Omission Not Waiver.


 


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


 


Section 512.                            Control by Holders of Debt
Securities.


 


The
Holders of a majority in principal amount of the Outstanding Debt Securities of
any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Debt Securities
of such series, provided, that


 


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


 


(2)                                  subject to the provisions of Section 601,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Responsible Officers
of the Trustee, determine that the proceedings so directed would be unjustly
prejudicial to the Holders of Debt Securities of such series not joining in any
such direction; and


 


44

















 


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


 


Section 513.                            Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


Section 514.                            Undertaking for Costs.


 


All parties to this
Indenture agree, and each Holder of any Debt Security or coupon by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having a due regard to the
merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted
by the Company or the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 25% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Debt Security or the payment of any coupons on or after
the respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the case of redemption or repayment, on or after the Redemption
Date or Repayment Date, as the case may be).


 


Section 515.                            Waiver of Stay or Extension Laws.


 


The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law whenever enacted, now or at any time
hereafter in force, which 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 benefits or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


 


45

















 


ARTICLE SIX


 


The Trustee


 


Section 601.                            Certain Duties and
Responsibilities.


 


Except during the
continuance of an Event of Default, the Trustee’s duties and responsibilities
under this Indenture shall be governed by the Trust Indenture Act.  In case an Event of Default has occurred and
is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture, and shall 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. 
Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.  Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


 


Section 602.                            Notice of Default.


 


If a default occurs
hereunder with respect to Debt Securities of any series the Trustee shall
transmit by mail to all Holders of Debt Securities of such series notice of
such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(4) with respect to Debt Securities
of such series no such notice to Holders shall be given until at least 30 days
after the occurrence thereof.  For the
purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to
Debt Securities of such series.


 


Section 603.                            Certain Rights of Trustee.


 


Except
as otherwise provided in Section 601:


 


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


 


(b)                                 any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;


 


(c)                                  whenever in the administration of this Indenture
the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action 


 


46

















 


hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, rely upon an Officers’ Certificate;


 


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


 


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


 


(f)                                    the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney, other than any
such books or records containing information as to the affairs of the customers
of the Company or any of its subsidiaries; provided that
the Trustee may examine such books and records relating to customers to the
extent that such books and records contain information as to any payments made
to such customers in their capacity as Holders of Debt Securities; provided,
further, that the Trustee shall treat all information regarding the Company
which it receives pursuant to this Indenture and its duties hereunder as
confidential and shall not disclose such information unless necessary in order
to fulfill its duties under this Indenture or the Trust Indenture Act; and


 


(g)                                 the Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder; no Exchange Rate Agent, Global Exchange Agent,
Depositary or Paying Agent shall be deemed an agent of the Trustee and the Trustee
shall not be responsible for any act or omission by any of them.


 


Section 604.                            Not Responsible for Recitals or
Issuance of Debt Securities.


 


The recitals contained
herein and in the Debt Securities, except the Trustee’s certificates of
authentication, and in any coupons, and the information in any registration
statement, including all attachments thereto, except information provided by
the Trustee therein, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Debt Securities of any
series or any coupons.  The Trustee shall
not be accountable for the use or application by the Company of any Debt Securities
or the proceeds thereof.  The Trustee
shall not be responsible for and makes no representations as to the Company’s
ability or authority to issue Bearer Securities or the lawfulness thereof.


 


47














 


Section 605.                            May Hold Debt Securities or
Coupons.


 


The Trustee, any Paying
Agent, the Security Registrar or any other agent of the Company or the Trustee,
in its individual or any other capacity, may become the owner or pledgee of
Debt Securities and coupons, and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such agent.


 


Section 606.                            Money Held in Trust.


 


Money held by the Trustee
or any Paying Agent in trust hereunder need not be segregated from other funds
except to the extent required by law. 
Neither the Trustee nor any Paying Agent shall be under any liability
for interest on any money received by it hereunder except as otherwise agreed
with the Company.


 


Section 607.                            Compensation and Reimbursement.


 


The
Company agrees


 


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


 


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


 


(3)                                 to indemnify the Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance
or administration of this trust or performance of its duties hereunder,
including the reasonable costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.


 


The Trustee shall
promptly notify the Company of any claim for which it may seek indemnification
pursuant to the provisions of this Indenture. 
The Company shall be entitled to participate in, and to the extent that
it shall wish, to assume the defense of such claim, with counsel satisfactory
to the Trustee (and the Trustee shall cooperate in the defense thereof), and
after notice from the Company to the Trustee of the Company’s election so to
assume the defense thereof, the Company shall not be liable to the Trustee
under this Indenture for any legal or other expenses subsequently incurred by
the Trustee in connection with the defense thereof other than reasonable costs
of investigation.  The Company shall not
be obligated under any settlement agreement relating to any claim under this
Indenture to which it has not agreed in writing.


 


48

















 


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


 


The provisions of this Section 607
shall survive the resignation or removal of the Trustee and the termination of
this Indenture.


 


Section 608.                            Disqualification; Conflicting
Interests.


 


If the Trustee has or
shall acquire any conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture. 
To the extent permitted by such Act, the Trustee shall not be deemed to
have a conflicting interest with respect to Debt Securities of any series by
virtue of being a trustee under this Indenture with respect to any particular
series of Debt Securities.


 


Section 609.                            Corporate Trustee Required;
Eligibility.


 


There shall at all times
be a Trustee hereunder which shall be a corporation that is eligible pursuant
to the Trust Indenture Act to act as such and organized and doing business
under the laws of the United States, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least $5,000,000, and subject to
supervision or examination by Federal or State authority; provided,
however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the Trust Indenture
Act at any time permit a corporation organized and doing business under the
laws of any other jurisdiction to serve as trustee of an indenture qualified
under the Trust Indenture Act, this Section 609 shall be automatically
amended to permit a corporation organized and doing business under the laws of
any such other jurisdiction to serve as Trustee hereunder.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


Section 610.                            Resignation and Removal;
Appointment of Successor.


 


(a)                                 No resignation or removal of the Trustee
and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
under Section 611.


 


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


 


49

















 


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


 


(d)                                 If at any time:


 


(1)                                 the Trustee shall fail to comply with Section 608
with respect to the Debt Securities of any series after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Debt Security of such series for at least six months, or


 


(2)                                 the Trustee shall cease to be eligible
under Section 609 with respect to any series of Debt Securities and shall
fail to resign after written request therefor by the Company or by any such
Holder, or


 


(3)                                 the Trustee shall become incapable of
acting with respect to any series of Debt Securities or a decree or order for
relief by a court having jurisdiction in the premises shall have been entered
in respect of the Trustee in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law; or a decree or order by a court having
jurisdiction in the premises shall have been entered for the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator or other
similar official of the Trustee or of its property or affairs, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation, winding up or liquidation, or


 


(4)                                 the Trustee shall commence a voluntary
case under the Federal bankruptcy laws, as now or hereafter constituted, or any
other applicable Federal or State bankruptcy, insolvency or similar law or
shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator or other similar
official of the Trustee or its property or affairs, or shall make an assignment
for the benefit of creditors, or shall admit in writing its inability to pay
its debts generally as they become due, or shall take corporate action in
furtherance of any such action,


 


then, in any such case, (i) the
Company by a Board Resolution may remove the Trustee with respect to such
series at any time or (ii) subject to Section 514, any Holder who has
been a bona fide Holder of a Debt Security of any series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee for the Debt
Securities of such series and the appointment of a successor Trustee.


 


(e)                                  If the Trustee shall resign, be removed
or become incapable of acting with respect to any series of Debt Securities, or
if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Debt Securities or one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debt Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Debt Securities of any particular series) and shall
comply with the applicable requirements of Section 611.  If, within one year after such resignation,
removal or incapability, or the 


 


50

















 


occurrence of such
vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
the Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company.  If no
successor Trustee with respect to the Debt Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Debt Security of such series for at least six months may, subject to Section 514,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.


 


(f)                                   The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Debt Securities
of any series and each appointment of a successor Trustee with respect to the
Debt Securities of any series by mailing written notice of such event by
first-class mail, postage prepaid, to the Holders of Registered Securities, if
any, of such series as their names and addresses appear in the Security
Register and, if Debt Securities of such series are issuable as Bearer
Securities, by publishing notice of such event once in an Authorized Newspaper
in each Place of Payment located outside the United States.  Each notice shall include the name of the
successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.


 


Section 611.                            Acceptance of Appointment by
Successor.


 


(a)                                 In the case of an appointment hereunder
of a successor Trustee with respect to all Debt Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.


 


(b)                                 In the case of the appointment hereunder
of a successor Trustee with respect to the Debt Securities of one or more (but
not all) series, the Company, the retiring Trustee upon payment of its charges
and each successor Trustee with respect to the Debt Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities
of that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Debt Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Debt Securities of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees 


 


51

















 


co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Debt Securities of that or those series to which the appointment of such
successor Trustee relates; but, on the request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Debt Securities of that or those series to which
the appointment of such successor Trustee relates.


 


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


 


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


 


Section 612.                            Merger, Conversion, Consolidation
or Succession to Business.


 


Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall, with the written approval of the Company, be the successor of
the Trustee hereunder, provided such corporation shall be otherwise qualified
and eligible under this Article, without the executing or filing of any paper
or any further act on the part of any of the parties hereto.  In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion, consolidation or sale to such authenticating Trustee may
adopt such authentication and deliver the Debt Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Debt
Securities.  In case any Debt Securities
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Debt Securities, in either
its own name or that of its predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of authentication of the Trustee.  If the Trustee’s successor by merger,
conversion, consolidation or sale shall not have received the written approval
of the Company, such successor shall resign within 20 days after the merger,
conversion, consolidation or sale and such vacancy in the office of the Trustee
shall be filled in the manner specified in Section 610.


 


Section 613.                            Preferential Collection of Claims
Against Company.


 


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


 


52

















 


Section 614.                            Authenticating Agent.


 


The Trustee may upon
Company request appoint one or more Authenticating Agents (including, without
limitation, the Company or any Affiliate thereof) with respect to one or more
series of Debt Securities which shall be authorized on behalf of the Trustee in
authenticating Debt Securities of such series in connection with the issue,
delivery, registration of transfer, exchange, partial redemption or repayment
of such Debt Securities.  Wherever
reference is made in this Indenture to the authentication of Debt Securities by
the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. 
Each Authenticating Agent must be acceptable to the Company and, in the
case of Registered Securities, must be a corporation organized and doing
business under the laws of the United States or of any State or the District of
Columbia, having a combined capital surplus of at least $1,000,000, authorized
under such laws to do a trust business and subject to supervision or
examination by Federal or State authorities, and in the case of Bearer
Securities and an authenticating agent who is not organized and doing business
under the laws of the United States or of any State thereof or the District of
Columbia, is subject to supervision or examination by the appropriate foreign
authorities.


 


Any corporation
succeeding to the corporate agency business of an authenticating agent shall
continue to be an authenticating agent without the execution or filing of any
paper or any further act on the part of the Trustee or such authenticating
agent.


 


An authenticating agent
may at any time resign with respect to one or more series of Debt Securities by
giving written notice of resignation to the Trustee and to the Company.  The Trustee may at any time terminate the
agency of any authenticating agent with respect to one or more series of Debt
Securities by giving written notice of termination to such authenticating agent
and to the Company.  Upon receiving such
a notice of resignation or upon such a termination, or in case at any time an
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor authenticating
agent.  Any successor authenticating
agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent herein.  No successor authenticating agent shall be
appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay
to each authenticating agent from time to time reasonable compensation for its
services under this Section, and the Trustee shall be entitled to be reimbursed
for such payment, subject to the provisions of Section 607.


 


The provisions of
Sections 104, 111, 306, 309, 603, 604 and 605 shall be applicable to any
authenticating agent.


 


Pursuant to each
appointment made under this Section, the Debt Securities of each series covered
by such appointment may have endorsed thereon, in lieu of the Trustee’s certificate
of authentication, an alternate certificate of authentication in substantially
the following form:


 


53

















 


This is one of the Debt Securities, of the series
designated herein, described in the within-mentioned Indenture.


 


	
  BANK ONE TRUST COMPANY, N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  As
  Authenticating Agent for the Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 


ARTICLE SEVEN


 


Holders’ Lists and Reports By Trustee and Company


 


Section 701.                            Company to Furnish Trustee Names
and Addresses of Holders.


 


The
Company will furnish or cause to be furnished to the Trustee with respect to
Debt Securities of each series for which it acts as Trustee:


 


(1)                                 semi-annually, not later than May 15
and November 15 in each year, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Registered
Securities as of the preceding May 1 or November 1, as the case may
be, and


 


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


 


provided, however, that if and so long as the Trustee shall
be the Security Registrar, no such list need be furnished.


 


Section 702.                            Preservation of Information;
Communications to Holders.


 


(a)                                 The Trustee shall preserve, in as current
a form as is reasonably practicable, the names and addresses of Holders of
Registered Securities contained in the most recent list furnished to the
Trustee as provided in Section 701 and the names and addresses of Holders
of Registered Securities received by the Trustee in its capacity as Paying
Agent or Security Registrar, if so acting. 
The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished. 
The Trustee shall preserve for at least two years the names and
addresses of Holders of Bearer Securities filed with the Trustee by such
Holders.


 


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


 


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


 


Section 703.                            Reports by Trustee.


 


(a)                                 Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Debt
Securities pursuant to this Indenture and at any other time required by the
Trust Indenture Act, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture and such other
matters as may be required pursuant to the Trust Indenture Act in the manner
required by the Trust Indenture Act.


 


(b)                                 A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock
exchange upon which any Debt Securities of such series are listed, with the
Commission and also with the Company. 
The Company will notify the Trustee when any series of Debt Securities
are listed on any stock exchange.


 


Section 704.                            Reports by Company.


 


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


 


ARTICLE EIGHT


 


Consolidation, Merger, Conveyance, Transfer or
Lease


 


Section 801.                            Company May Consolidate,
etc. Only on Certain Terms.


 


The
Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company, or convey, transfer or lease its properties and
assets substantially as an entirety to the Company, unless:


 


(1)                                 in case the Company shall consolidate
with or merge into another corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, the
corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of 


 


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the Company substantially
as an entirety shall be a corporation organized and existing under the laws of
the United States of America, any political subdivision thereof or any State
thereof and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest
(including all additional amounts, if any, payable pursuant to Section 1006)
on all the Debt Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed;


 


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


 


(3)                                 except in the case of a consolidation or
merger of a Restricted Subsidiary with or into the Company, (a) the
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of each series, by Act of the Holders delivered to the Company and
the Trustee, shall have consented thereto, or (b)(i) immediately after
giving effect to such transaction, the corporation formed by or resulting or
surviving therefrom or which shall have received such conveyance or transfer of
properties and assets shall be permitted to become liable for an increased
amount of Secured Funded Debt under the provisions of paragraph (a) of Section 1008,
and (ii) prior to such consolidation, merger, conveyance or transfer there
shall have been filed with the Trustee an Officers’ Certificate stating that
immediately after such consolidation, merger, conveyance or transfer such
corporation may take the action referred to in the foregoing clause (i); and


 


(4)                                 the Company has delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been met.


 


Section 802.                            Successor Corporation Substituted.


 


Upon any consolidation
with or merger into any other corporation, or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein, and
thereafter, except in the case of a lease, the Company (which term for this
purpose shall mean the Person named as the “Company” in the first paragraph of
this instrument or any successor corporation which shall theretofore have
become such in the manner presented in this Article) shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities and any
coupons.


 


Section 803.                            Conveyance or Transfer to a
Wholly-owned Restricted Subsidiary.


 


Notwithstanding the
provisions of Sections 801 and 802, and without any requirement of complying
with any of such provisions, the Company may convey or transfer its properties
and assets substantially as an entirety to another corporation organized and
existing under the laws of the United 


 


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States of America or any
State or the District of Columbia which is lawfully entitled to acquire the
same; provided, however, that immediately
after giving effect to such conveyance or transfer and to the receipt of the
consideration therefor (i) such other corporation shall be a Wholly-owned
Restricted Subsidiary, and (ii) the Company shall be permitted to become
liable for an increased amount of Secured Funded Debt under the provisions of
paragraph (a) of Section 1008, and prior to such conveyance or
transfer there shall have been filed with the Trustee an Officers’ Certificate
to the effect that the requirements of the preceding clauses (i) and (ii) will
be complied with in connection with such conveyance or transfer.


 


Section 804.                            Limitation on Lease of Properties as Entirety.


 


The Company shall not
lease its properties and assets substantially as an entirety to any Person.


 


ARTICLE NINE


 


Supplemental Indentures


 


Section 901.                            Supplemental Indentures without
Consent of Holders.


 


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


 


(1)                                 to evidence the succession of another
corporation to the Company, and the assumption by such successor of the
covenants of the Company herein and in the Debt Securities contained; or


 


(2)                                 to add to the covenants of the Company,
for the benefit of the Holders of all or any series of Debt Securities (and if
such covenants are to be for the benefit of less than all series of Debt
Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or any coupons, to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee, or to surrender any
right or power herein conferred upon the Company; or


 


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


 


(4)                                 to add to, change or eliminate any of the
provisions of this Indenture to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any restrictions on the
payment of principal of (or premium, if any, on) Registered Securities or of principal
of (or premium, if any, on) or any interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities of other
authorized denominations or to permit or facilitate the issuance of Debt
Securities in uncertificated form, provided any
such action shall 


 


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not adversely affect the
interests of the Holders of Debt Securities of any series or any related
coupons in any material respect; or


 


(5)                                 to change or eliminate any of the
provisions of this Indenture, provided that
any such change or elimination (a) shall become effective only when there
is no Debt Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provisions
or (b) shall not apply to any Debt Security Outstanding; or


 


(6)                                 to establish the form or terms of Debt
Securities of any series as permitted by Sections 201 and 301; or


 


(7)                                 to secure the Debt Securities pursuant to
the requirements of Section 1008 or otherwise; or


 


(8)                                 to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Debt Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 611(b); or


 


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


 


(10)                          to add to or change or eliminate any
provision of this Indenture as shall be necessary or desirable in accordance
with any amendments to the Trust Indenture Act, provided such action shall not
adversely affect the interest of Holders of Debt Securities of any series or
any related coupons in any material respect.


 


Section 902.                            Supplemental Indentures with
Consent of Holders.


 


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


 


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


 


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interest thereon or any
premium payable upon redemption or repayment thereof, or change any obligation
of the Company to pay additional amounts pursuant to Section 1006 (except
as contemplated by Section 801(1) and permitted by Section 901(1)),
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, or change any Place of Payment,
or the coin or currency in which any Debt Security or the interest thereon or
any coupon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption or repayment, on or after the Redemption Date or
Repayment Date, as the case may be), or


 


(2)                                 reduce the percentage in principal amount
of the Outstanding Debt Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or reduce the requirements of Section 1404 for
quorum or voting, or


 


(3)                                 modify any of the provisions of this
Section, Section 513 or Section 1012, 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 affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section and Section 1012, or the deletion of this proviso, in
accordance with the requirements of Section 611(b) and 901(8), or


 


(4)                                 adversely affect the right to repayment,
if any, of Debt Securities of any series at the option of the Holders thereof.


 


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


 


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


 


Section 903.                            Execution of Supplemental
Indentures.


 


In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. 
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


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Section 904.                            Effect of Supplemental
Indentures.


 


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


 


Section 905.                            Conformity with Trust Indenture
Act.


 


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


 


Section 906.                            Reference in Debt Securities to
Supplemental Indentures.


 


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


 


ARTICLE TEN


 


Covenants


 


Section 1001.                     Payment of Principal, Premium and
Interest.


 


The Company covenants and
agrees for the benefit of each series of Debt Securities and any appurtenant
coupons that it will duly and punctually pay the principal of (and premium, if
any) and interest on the Debt Securities in accordance with the terms of the
Debt Securities, any appurtenant coupons and this Indenture.  Any interest due on Bearer Securities on or
before Maturity, other than additional amounts, if any, payable as provided in Section 1006
in respect of principal of (or premium, if any, on) such a Debt Security, shall
be payable only upon presentation and surrender of the coupon or coupons for
such interest installments as are evidenced thereby as they severally mature.


 


Section 1002.                     Maintenance of Office or Agency.


 


The Company will maintain
in each Place of Payment for any series of Debt Securities an office or agency
where Debt Securities (but, except as otherwise provided below, unless such
Place of Payment is located outside the United States, not Bearer Securities or
coupons) may be presented or surrendered for payment, where 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 and this
Indenture may be served.  If Debt
Securities of a series are issuable as Bearer Securities, the Company will
maintain, subject to any laws or regulations applicable thereto, an office or
agency in a Place of Payment for such series which is located outside the
United States where Debt Securities of 


 


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such series and the
related coupons may be presented and surrendered for payment (including payment
of any additional amounts payable on Debt Securities of such series pursuant to
Section 1006); provided, however,
that if the Debt Securities of such series are listed on a stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent in any required city located outside the
United States, as the case may be, so long as the Debt Securities of such
series are listed on such exchange.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of any such office or agency.  If at any time the 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 or
demands may be made or served at Bank One Trust Company, N.A., 14 Wall Street,
8th Floor, Window 2, New York, New
York  10005, and the Company hereby
appoints Bank One Trust Company, N.A. its agent to receive all presentations,
surrenders, notices and demands, except that Bearer Securities of that series
and the related coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Bearer Securities of that series
pursuant to Section 1006) at the place specified for the purpose pursuant
to Section 301(5).


 


No payment of principal
of, or premium, if any, or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a
bank located in the United States; provided, however,
payment of principal of and any premium and interest (including additional
amounts payable in respect thereof) on any Bearer Security denominated in
Dollars may be made at an office or agency of, and designated by, the Company
located in the United States if (but only if) payment of the full amount of
such principal, premium, interest or additional amounts in Dollars at all
offices outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions and the Trustee receives an Opinion of
Counsel that such payment within the United States is legal.  Unless otherwise provided as contemplated by Section 301
with respect to any series of Debt Securities, at the option of the Holder of
any Bearer Security or related coupon, payment may be made by check in the
currency designated for such payment pursuant to the terms of such Bearer
Security presented or mailed to an address outside the United States or by
transfer to an account in such currency maintained by the payee with a bank
located outside the United States.


 


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


 


Section 1003.                     Money for Debt Securities
Payments to Be Held in Trust.


 


If the Company shall at
any time act as its own Paying Agent with respect to any series of Debt
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Debt Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so 


 


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becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company
shall have one or more Paying Agents with respect to any series of Debt
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Debt Securities of such series,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


 


The Company will cause
each Paying Agent with respect to any series of Debt Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will


 


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


 


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


 


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


 


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


 


Any principal and
interest received on the Government Obligations deposited with the Trustee or
any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Debt Security of any series or any money on deposit with the
Trustee or any Paying Agent representing amounts deducted from the Redemption Price
or Repayment Price with respect to unmatured coupons not presented upon
redemption or exercise of the Holder’s option for repayment pursuant to Section 1106
or 1303 and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Debt Security or any coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money (including the principal and
interest received on Government Obligations deposited with the Trustee), and
all


 


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liability of the Company
as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper of general circulation in the Borough of Manhattan, The
City of New York, and each Place of Payment or mailed to each such Holder, or
both, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid
to the Company.


 


Section 1004.                     Corporate Existence.


 


Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, rights (charter and
statutory) and franchises, provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.


 


Section 1005.                     Maintenance of Properties.


 


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


 


Section 1006.                     Payment of Additional Amounts.


 


If the Debt Securities of
a series provide for the payment of additional amounts, the Company will pay to
the Holder of any Debt Security of any series or any coupon appertaining
thereto additional amounts upon the terms and subject to the conditions
provided therein.  Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of (or
premium, if any) or interest on, or in respect of, any Debt Security of any
series or the net proceeds received on the sale or exchange of any Debt
Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in the terms of such Debt Securities
and this Section to the extent that, in such context, additional amounts
are, were or would be payable in respect thereof pursuant to the provisions of
this Section and express mention of the payment of additional amounts (if
applicable) in any provisions hereof shall not be construed as excluding
additional amounts in those provisions hereof where such express mention is not
made.


 


If the Debt Securities of
a series provide for the payment of additional amounts, at least 10 days
prior to the first Interest Payment Date with respect to that series of Debt
Securities (or if the Debt Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal (and premium,
if any) is made), and at least 10 days prior to each date of payment of
principal 


 


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(and premium, if any) or
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers’ Certificate, the Company will furnish the Trustee
and the Company’s principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers’ Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of (and premium, if
any) or interest on the Debt Securities of that series shall be made to Holders
of Debt Securities of that series or the related coupons who are United States
Aliens without withholding for or on account of any tax, assessment or other
governmental charge described in the Debt Securities of that series.  If any such withholding shall be required,
then such Officers’ Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Debt Securities or
coupons and the Company will pay to the Trustee or such Paying Agent the
additional amounts, if any, required by the terms of such Debt Securities and
the first paragraph of this Section.  The
Company covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section.


 


Section 1007.                     Payment of Taxes and Other Claims.


 


The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary, provided,
however, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.


 


Section 1008.                     Restriction on the Creation of
Secured Funded Debt.


 


(a)                                  The Company will not, and will not permit
any Restricted Subsidiary to, issue, assume or guarantee, incur or create any
Secured Funded Debt unless immediately thereafter the sum of (i) the
aggregate principal amount of all outstanding Secured Funded Debt of the
Company and its Restricted Subsidiaries (exclusive of any Secured Funded Debt
permitted by paragraph (b) of this Section) plus (ii) the
aggregate amount of all Attributable Debt of the Company and its Restricted
Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009)
does not exceed 15% of Consolidated Net Tangible Assets.


 


(b)                                 Compliance with the requirements of Section 1008(a) shall
be determined without regard to (i) Secured Funded Debt of a Restricted
Subsidiary owing to the Company or a Wholly-owned Restricted Subsidiary, (ii) Secured
Funded Debt resulting from the Mortgage of property of the Company or any
Restricted Subsidiary in favor of the United States, or any State thereof, or
any department, agency or instrumentality of the United States or any State
thereof, to secure partial, progress, advance or other payments to the Company
or any Restricted Subsidiary pursuant to the provisions of any contract or
statute, (iii) Secured Funded Debt resulting from Mortgages on property
of, or on any shares of stock or Indebtedness of, any corporation existing at
the time such corporation becomes a Subsidiary, (iv) subject to Section 801,
Secured Funded Debt resulting from Mortgages on property, shares of stock or
Indebtedness existing at the time of acquisition thereof 


 


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(including acquisition
through merger or consolidation) or to secure the payment of all or any part of
the purchase price or construction cost thereof or to secure any indebtedness
incurred prior to, at the time of, or within 120 days after, the acquisition of
such property or shares or Indebtedness or the completion of any such
construction for the purpose of financing all or any part of the purchase price
or construction cost thereof, (v) Secured Funded Debt resulting from
Mortgages incurred or assumed in connection with an issuance of revenue bonds
the interest on which is exempt from Federal income tax pursuant to
section 103(b) of the Internal Revenue Code of 1986, as amended (or
any predecessor or successor provision thereof), or (vi) any extension,
renewal or refunding (or successive extensions, renewals or refundings), in
whole or in part (but without increase in amount), of any Secured Funded Debt
(and of any Mortgage securing the same) permitted by the provisions of
paragraph (a) of this Section 1008 or of any Secured Funded Debt
(and of any Mortgage securing the same) outstanding at January 29, 2000 of
those Subsidiaries which will constitute Restricted Subsidiaries upon the
execution and delivery of this Indenture as originally executed or of any
Secured Funded Debt (and of any Mortgage securing the same) of any corporation
outstanding at the time such corporation became a Restricted Subsidiary, provided that the Mortgage securing such extended, renewed
or refunded Secured Funded Debt is limited to the same property (plus
improvements thereon) that secured the Secured Funded Debt so extended, renewed
or refunded immediately prior thereto.


 


(c)                                  Notwithstanding the foregoing paragraphs
of this Section, the Company or any Restricted Subsidiary may issue, assume,
guarantee, incur or create Secured Funded Debt not permitted by such paragraphs
if the Company shall first make effective provision whereby the Debt Securities
(together with, if the Company shall so determine, any other Indebtedness or
any obligations of the Company or such Restricted Subsidiary then existing or
thereafter created ranking equally with the Debt Securities, including
guarantees of Indebtedness or obligations of others) shall be secured equally
and ratably with (or prior to) such Secured Funded Debt, so long as such
Secured Funded Debt shall be so secured. 
If the Company shall hereafter make provision to secure the Debt
Securities equally and ratably with (or prior to) any other Indebtedness or
obligations pursuant to this paragraph (c), then (i) the Company will
promptly deliver to the Trustee an Officers’ Certificate and Opinion of Counsel
stating that this paragraph (c) has been complied with and that any
instruments executed by the Company or any Restricted Subsidiary in the
performance of this paragraph (c) comply with the requirements
hereof, and (ii) the Trustee is hereby authorized to enter into an
indenture or agreement supplemental hereto and to take such action, if any, as
it may deem advisable to enable it to enforce the rights of the Holders of the
Debt Securities as so secured.


 


Section 1009.                     Restriction on Sale and
Lease-Back Transactions.


 


The Company will not
itself, and it will not permit any Restricted Subsidiary to, enter into any
arrangement with any bank, insurance company or other lender or investor (not
including the Company or any Restricted Subsidiary) or to which any such lender
or investor is a party, providing for the leasing by the Company or any
Restricted Subsidiary for a period, including renewals, in excess of three
years of any Operating Property which has been or is to be sold or transferred,
more than 120 days after the acquisition thereof or the completion of
construction and commencement of full operation thereof, by the Company or any
Restricted Subsidiary to such lender or investor or to any person to whom funds
have been or are to be advanced by such lender or investor on the security of
such Operating Property (herein referred to as a “sale and leaseback
transaction”) unless either:


 


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(1)                                  the Company or such Restricted Subsidiary
could create Secured Funded Debt pursuant to Section 1008 on the Operating
Property to be leased back in an amount equal to the Attributable Debt with
respect to such sale and leaseback transaction without equally and ratably
securing the Debt Securities, or


 


(2)                                  the Company, within 120 days after the
sale or transfer shall have been made by the Company or by any such Restricted
Subsidiary, applies an amount equal to the greater of (i) the net proceeds
of the sale of the Operating Property sold and leased back pursuant to such
arrangement or (ii) the fair market value of the Operating Property so
sold and leased back at the time of entering into such arrangements (as
determined by any two of the following: 
the Chairman of the Board of the Company, its Chief Executive Officer,
its President, any Vice President of the Company, its Treasurer and its
Controller) to the retirement of Secured Funded Debt of the Company, provided that the amount to be applied to the retirement of
Secured Funded Debt of the Company shall be reduced by (a) the principal
amount of any Debt Securities delivered within 120 days after such sale to the
Trustee for retirement and cancellation, and (b) the principal amount of
Secured Funded Debt voluntarily retired by the Company within 120 days after
such sale.  Notwithstanding the
foregoing, no retirement referred to in this clause (2) may be
effected by payment at maturity or pursuant to any mandatory sinking fund
payment or any mandatory prepayment provision.


 


Section 1010.                     Restriction on Permitting
Unrestricted Subsidiaries to become Restricted Subsidiaries.


 


(a)                                  The Company will not permit any
Unrestricted Subsidiary to be designated as a Restricted Subsidiary unless such
Subsidiary has outstanding no Secured Funded Debt and/or Attributable Debt
except such Secured Funded Debt and Attributable Debt as the Company could
permit it to become liable for immediately after becoming a Restricted Subsidiary
under the provisions of Section 1008.


 


(b)                                 Promptly after the adoption of any Board
Resolution designating a Restricted Subsidiary as an Unrestricted Subsidiary or
an Unrestricted Subsidiary as a Restricted Subsidiary, a copy thereof shall be
filed with the Trustee, together, in the case of the designation of an
Unrestricted Subsidiary as a Restricted Subsidiary, with an Officers’
Certificate stating that the provisions of this Section have been complied
with in connection with such designation.


 


Section 1011.                     Officer’s Certificate as to
Default.


 


The Company will furnish
to the Trustee not more than 120 days after the end of the Company’s fiscal
year in each year (beginning with 2001) a brief certificate from the principal
executive, financial or accounting officer or treasurer or controller of the
Company as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture (such compliance to be determined
without regard to any period of grace or requirement of notice provided under
this Indenture), and, if he or she has knowledge of any default, specifying
each such default of which the signer has knowledge and the nature thereof.


 


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Section 1012.                     Waiver of Certain Covenants.


 


The Company may omit in
any particular instance to comply with any covenant or condition set forth in
Sections 1004, 1005 and 1007 to 1010 inclusive with respect to the Debt
Securities of any series if, before the time for such compliance the Holders of
at least a majority in principal amount of the Debt Securities at the time
Outstanding shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


 


ARTICLE ELEVEN


 


Redemption of Debt Securities


 


Section 1101.                     Applicability of Article.


 


Debt Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Debt Securities of any series) in accordance with this
Article.


 


Section 1102.                     Election to Redeem; Notice to
Trustee.


 


The election of the
Company to redeem any Debt Securities shall be evidenced by a Board
Resolution.  In case of any redemption at
the election of the Company of less than all of the Debt Securities of any
series, the Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal
amount and the tenor and terms of the Debt Securities of any series to be
redeemed.  In the case of any redemption
of Debt Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Debt Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.


 


Section 1103.                     Selection by Trustee of Debt
Securities to be Redeemed.


 


Except as otherwise
specified as contemplated by Section 301 for Debt Securities of any
series, if less than all the Debt Securities of any series with like tenor and
terms are to be redeemed, the particular Debt Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Debt Securities of such series with like tenor
and terms not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Debt
Securities of such series or any integral multiple thereof which is also an
authorized denomination) of the principal amount of Registered Securities or
Bearer Securities (if issued in more than one authorized denomination) of such
series of a denomination larger than the minimum authorized denomination for
Debt Securities of such series.


 


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


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of 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 1104.                     Notice of Redemption.


 


Notice
of redemption shall be given in the manner provided in Section 106 not
less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Debt Securities to be redeemed.


 


All
notices of redemption shall state:


 


(1)                                  the Redemption Date,


 


(2)                                  the Redemption Price,


 


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


 


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


 


(5)                                  the Place or Places of Payment where such
Debt Securities, together in the case of Bearer Securities with all coupons, if
any, appertaining thereto maturing after the Redemption Date, are to be surrendered
for payment of the Redemption Price,


 


(6)                                  that Bearer Securities may be surrendered
for payment only at such place or places which are outside the United States,
except as otherwise provided in Section 1002,


 


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


 


(8)                                  the CUSIP number, if any.


 


A notice of redemption
published as contemplated by Section 106 need not identify particular
Registered Securities to be redeemed.


 


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


 


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Section 1105.                     Deposit of Redemption Price.


 


On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money and/or Government Obligations the payments of principal and
interest on which when due (and without reinvestment) will provide money on or
prior to the Redemption Date in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Debt Securities
or portions thereof which are to be redeemed on that date; provided,
however, that deposits with respect to Bearer Securities shall be
made with a Paying Agent or Paying Agents located outside the United States
except as otherwise provided in Section 1002, unless otherwise specified
as contemplated by Section 301.


 


Section 1106.                     Debt Securities Payable on
Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Debt Securities to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Debt Securities shall cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void.  Upon surrender of any such Debt Security for
redemption in accordance with said notice, such Debt Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only upon presentation and
surrender of coupons for such interest (at an office or agency located outside
the United States except as otherwise provided in Section 1002), and provided further, that installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Debt Securities, or one or more
Predecessor Securities, registered as such on the relevant Record Dates
according to their terms and the provisions of Section 307.


 


If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant coupons maturing after the
Redemption Date, such Bearer Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of
such Bearer Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so
deducted without interest thereon; provided, however,
that interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside of the
United States except as otherwise provided in Section 1002.


 


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


 


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Section 1107.                     Debt Securities Redeemed in Part.


 


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


 


ARTICLE TWELVE


 


Sinking Funds


 


Section 1201.                     Applicability of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Debt Securities of a
series except as otherwise specified as contemplated by Section 301 for
Debt Securities of such series.


 


The minimum amount of any sinking fund payment
provided for by the terms of 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 Debt Securities of any series is
herein referred to an “optional sinking fund payment”.  If provided for by the terms of Debt
Securities of any series, the amount of any sinking fund payment may be subject
to reduction as provided in Section 1202. 
Each sinking fund payment shall be applied to the redemption of Debt
Securities of any series as provided for by the terms of Debt Securities of such
series.


 


Section 1202.                     Satisfaction of Sinking Fund
Payments with Debt Securities.


 


The Company (1) may deliver Outstanding Debt
Securities of a series (other than any previously called for redemption),
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto, and (2) may apply as a credit Debt
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Debt Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Debt Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Debt Securities of such series
required to be made pursuant to the terms of such Debt Securities as provided
for by the terms of such series; provided that
such Debt Securities have not been previously so credited.  Such Debt Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Debt Securities for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly.  If as a result of the delivery or credit of
Debt Securities in lieu of cash payments pursuant to this Section 1202,
the principal amount of Debt Securities to be redeemed in order to exhaust the
aforesaid cash payment shall


 


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be less than $100,000, the Trustee need not call Debt Securities for
redemption, except upon Company Request, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay
over and deliver to the Company any cash payment so being held by the Trustee
or such Paying Agent upon delivery by the Company to the Trustee of Debt
Securities purchased by the Company having an unpaid principal amount equal to
the cash payment requested to be released to the Company.


 


Section 1203.                     Redemption of Debt Securities for
Sinking Fund.


 


Not less than 45 days prior to each sinking fund
payment date for any series of Debt Securities (unless a shorter period shall
be satisfactory to the Trustee), the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash, the portion
thereof, if any, which is to be satisfied by crediting Debt Securities of that
series pursuant to Section 1202 and the basis for any such credit and,
prior to or concurrently with the delivery of such Officers’ Certificate, will
also deliver to the Trustee any Debt Securities to be so credited and not
theretofore delivered to the Trustee. 
Not less than 30 days (unless a shorter period shall be satisfactory to
the Trustee) before each such sinking fund payment date the Trustee shall
select the Debt Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. 
Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in Sections
1105, 1106 and 1107.


 


ARTICLE THIRTEEN


 


Repayment at the Option of
Holders


 


Section 1301.                     Applicability of Article.


 


Debt Securities of any series which are repayable at
the option of the Holders thereof before their Stated Maturity shall be repaid
in accordance with their terms and (except as otherwise specified pursuant to Section 301
for Debt Securities of such series) in accordance with this Article.


 


Section 1302.                     Repayment of Debt Securities.


 


Each Debt Security which is subject to repayment in
whole or in part at the option of the Holder thereof on a Repayment Date shall
be repaid at the applicable Repayment Price together with interest accrued to
such Repayment Date as specified pursuant to Section 301.


 


Section 1303.                     Exercise of Option; Notice.


 


Each Holder desiring to exercise such Holder’s option
for repayment shall, as conditions to such repayment, surrender the Debt
Security to be repaid in whole or in part together with written notice of the
exercise of such option at any office or agency of the Company in a Place of


 


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Payment, not less than 30 nor more than 45 days prior to the Repayment
Date; provided, however, that surrender of
Bearer Securities together with written notice of exercise of such option shall
be made at an office or agency located outside the United States except as
otherwise provided in Section 1002. 
Such notice, which shall be irrevocable, shall specify the principal
amount of such Debt Security to be repaid, which shall be equal to the minimum
authorized denomination for such Debt Security or an integral multiple thereof,
and shall identify the Debt Security to be repaid and, in the case of a partial
repayment of the Debt Security, shall specify the denomination or denominations
of the Debt Security or Debt Securities of the same series to be issued to the
Holder for the portion of the principal of the Debt Security surrendered which
is not to be repaid.


 


If any Bearer Security surrendered for repayment shall
not be accompanied by all unmatured coupons and all matured coupons in default,
such Bearer Security may be paid after deducting from the Repayment Price an
amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless.  If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Repayment
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States except as otherwise provided in Section 1002.


 


The Company shall execute and the Trustee shall
authenticate and deliver without service charge to the Holder of any Registered
Security so surrendered a new Registered Security or Securities of the same
series, of any authorized denomination specified in the foregoing notice, in an
aggregate principal amount equal to any portion of the principal of the
Registered Security so surrendered which is not to be repaid.


 


The Company shall execute and the Trustee shall
authenticate and deliver without service charge to the Holder of any Bearer
Security so surrendered a new Registered Security or Securities or new Bearer
Security or Securities (and all appurtenant unmatured coupons and matured
coupons in default) or any combination thereof of the same series of any
authorized denomination or denominations specified in the foregoing notice, in
an aggregate principal amount equal to any portion of the principal of the Debt
Security so surrendered which is not to be paid; provided,
however, that the issuance of a Registered Security therefor shall
be subject to applicable laws and regulations, including provisions of the
United States Federal income tax laws and regulations in effect at the time of
the exchange; neither the Company, the Trustee nor the Security Registrar shall
issue Registered Securities for Bearer Securities if it has received an Opinion
of Counsel that as a result of such issuance the Company would suffer adverse
consequences under the United States Federal income tax laws then in effect and
the Company has delivered to the Trustee a Company Order directing the Trustee
not to make such issuances thereafter unless and until the Trustee receives a
subsequent Company Order to the contrary. 
The Company shall deliver copies of such Company Order to the Security
Registrar.


 


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


 


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Section 1304.                     Election of Repayment by
Remarketing Entities.


 


The Company may elect, with respect to Debt Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity, at any time prior to any Repayment Date to designate one
or more Remarketing Entities to purchase, at a price equal to the Repayment
Price, Debt Securities of such series from the Holders thereof who give notice
and surrender their Debt Securities in accordance with Section 1303.


 


Section 1305.                     Securities Payable on the
Repayment Date.


 


Notice of exercise of the option of repayment having
been given and the Debt Securities so to be repaid having been surrendered as
aforesaid, such Debt Securities shall, unless purchased in accordance with Section 1304,
on the Repayment Date become due and payable at the price therein specified and
from and after the Repayment Date such Debt Securities shall cease to bear
interest and shall be paid on the Repayment Date, and the coupons for such
interest appertaining to Bearer Securities so to be repaid, except to the
extent provided above, shall be void, unless the Company shall default in the
payment of such price in which case the Company shall continue to be obligated
for the principal amount of such Debt Securities and shall be obligated to pay
interest on such principal amount at the rate borne by such Debt Securities
from time to time until payment in full of such principal amount.


 


ARTICLE FOURTEEN


 


Meetings of Holders of Debt
Securities


 


Section 1401.                     Purposes for Which Meetings May Be
Called.


 


If Debt Securities of a series are issuable in whole
or in part as Bearer Securities, a meeting of Holders of Debt Securities of
such series may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other Act provided by this Indenture to be made, given or
taken by Holders of Debt Securities of such series.


 


Section 1402.                     Call, Notice and Place of
Meetings.


 


(a)                                  The Trustee may at any time call a
meeting of Holders of Debt Securities of any series issuable as Bearer
Securities for any purpose specified in Section 1401, to be held at such
time and at such place in the Borough of Manhattan, The City of New York, or in
London as the Trustee shall determine. 
Notice of every meeting of Holders of Debt Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.


 


(b)                                 In case at any time the Company, pursuant
to a Board Resolution, or the Holders of at least 25% in principal amount of
the Outstanding Debt Securities of any series shall have requested the Trustee
to call a meeting of the Holders of Debt Securities of such series for any
purpose


 


73

















 


specified in Section 1401, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Debt Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York, or in London for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in subsection (a) of
this Section.


 


Section 1403.                     Persons Entitled to Vote at
Meetings.


 


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


 


Section 1404.                     Quorum; Action.


 


The Persons entitled to vote a majority in principal
amount of the Outstanding Debt Securities of a series shall constitute a quorum
for a meeting of Holders of Debt Securities of such series.  In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Debt Securities of such series, be dissolved.  In the absence of a quorum in any other case
the meeting may be adjourned for a period of not less than 10 days as
determined by the chairperson of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairperson of the
meeting prior to the adjournment of such adjourned meeting.  Notice of this reconvening of any adjourned
meeting shall be given as provided in Section 1402(a), except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Debt Securities of such series which shall
constitute a quorum.


 


Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of majority in principal amount of the Outstanding Debt
Securities of that series, provided, however,
that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Debt Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Debt
Securities of that series.


 


74

















 


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


 


Section 1405.                     Determination of Voting Rights;
Conduct and Adjournment of Meetings.


 


(a)                                  Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable  for any meeting of Holders of
Debt Securities of such series in regard to proof of the holding of Debt
Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall deem
appropriate.  Except as otherwise
permitted or required by any such regulations, the holding of Debt Securities
shall be proved in the manner specified in Section 104 and the appointment
of any proxy shall be proved in the manner specified in Section 104 or, in
the case of Bearer Securities, by having the signature of the person executing
the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 104 to certify to the holding of Bearer
Securities.  Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or
other proof.


 


(b)                                 The Trustee shall, by an instrument in
writing, appoint a temporary chairperson of the meeting, unless the meeting
shall have been called by the Company or by Holders of Debt Securities as
provided in Section 1402(b), in which case the Company or the Holders of
Debt Securities of the series calling the meeting, as the case may be, shall in
like manner appoint a temporary chairperson. 
A permanent chairperson and a permanent secretary of the meeting shall
be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Debt Securities of such series represented at the
meeting.


 


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


 


(d)                                 Any meeting of Holders of Debt Securities
of any series duly called pursuant to Section 1402 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Debt Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without
further notice.


 


Section 1406.                     Counting Votes and Recording
Action of Meetings.


 


The vote upon any resolution submitted to any meeting
of Holders of Debt Securities of any series shall be by written ballots on
which shall be subscribed the signatures of the Holders of Debt Securities of
such series or of their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Debt Securities of such series held or
represented by them.  The permanent


 


75

















 


chairperson of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting.  A record, at least in triplicate, of the
proceedings of each meeting of Holders of Debt Securities of any series shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1402 and, if applicable, Section 1401.  Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE FIFTEEN


 


Defeasance


 


Section 1501.                     Termination of Company’s
Obligations.


 


If this Section 1501 is specified, as
contemplated by Section 301, to be applicable to any series of Debt
Securities and if the Company deposits irrevocably in trust with the Trustee
money and/or Government Obligations the payments of principal and interest on
which when due (and without reinvestment) will provide money in such amounts as
will (together with any money irrevocably deposited in trust with the Trustee,
without investment) be sufficient to pay the principal of (and premium, if any)
and any installment of principal of (and premium, if any) or interest when due
on the Debt Securities of such series and any coupons appertaining thereto on
the Stated Maturity of such principal or interest or, if such series may be
redeemed by the Company prior to the Stated Maturity thereof and the Company
shall have given irrevocable instructions to the Trustee to effect such
redemption, at the date fixed for such redemption pursuant to Article Eleven,
and any mandatory sinking fund, repayment or analogous payments thereon on the
scheduled due dates therefor, the Company’s obligations under
Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant
determined pursuant to Section 301 to be subject to this Section shall
terminate and Sections 501(4) (with respect to Sections 801,
803, 804, 1005, 1007, 1008, 1009 and 1010), 501(5), 501(6), 501(7) and 501(8) (if
specified as contemplated by Section 301) shall be deemed not to be an
Event of Default, in each case with respect to the Debt Securities of the
series for which such deposit was made; provided, however,
that (i) no Event of Default with respect to the Debt Securities of such series
under Section 501(6) or 501(7) or event that with notice or
lapse of time or both would constitute such an Event of Default shall have
occurred and be continuing on the 91st day after such date, (ii) such
deposit will not result in a breach of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound, and (iii) such termination shall not relieve the
Company of its obligations under the Debt Securities of such series and this
Indenture to pay when due the principal of (and premium, if any) and interest
and additional amounts on such Debt Securities if such amounts are not paid (or
payment is not provided for) when due from the money and Government Obligations
(and the proceeds thereof) so deposited.


 


76

















 


It shall be a condition to the deposit of cash and/or
Government Obligations and the termination of the Company’s obligations
pursuant to the provisions of this Section with respect to the Debt
Securities of any series under Sections 801, 803, 804, 1005, 1007, 1008,
1009 and 1010 and any other covenant determined pursuant to Section 301 to
be subject to this Section and the inapplicability of the Events of
Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to
the extent set forth above pursuant to the provisions of this Section with
respect to Debt Securities of any series that the Company deliver to the
Trustee (i) an Officers’ Certificate to the effect that under the laws in
effect on the date such money and/or Government Obligations are deposited with
the Trustee, the amount thereof will be sufficient, after payment of all
Federal, state and local taxes in respect thereof payable by the Trustee, to
pay principal (and premium, if any) and interest when due on the Debt
Securities of such series; and (ii) an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the defeasance contemplated in this Section have been
complied with.


 


It shall be an additional condition to the deposit of
cash and/or Government Obligations and the termination of the Company’s
obligations pursuant to the provisions of this Section under
Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other
covenant determined pursuant to Section 301 to be subject to this Section and
the inapplicability of the Events of Default contained in Section 501(4),
501(5), 501(6), 501(7) and 501(8) to the extent set forth above
pursuant to the provisions of this Section, with respect to the Debt Securities
of any series then listed on the New York Stock Exchange, that the Company
deliver an Opinion of Counsel that the Debt Securities of such series will not
be delisted from the New York Stock Exchange as a result of such deposit and
termination.


 


After a deposit as provided herein, the Trustee shall,
upon Company Request, acknowledge in writing the discharge of the Company’s
obligations pursuant to the provisions of this Section with respect to the
Debt Securities of such series under Sections 801, 803, 804, 1005, 1007,
1008, 1009 and 1010 and any other covenant determined pursuant to Section 301
to be subject to this Section and the inapplicability of the Events of
Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to
the extent set forth above.


 


Section 1502.                     Repayment to Company.


 


The Trustee and any Paying Agent shall promptly pay to
the Company upon Company Request any money or Government Obligations not
required for the payment of the principal of (and premium, if any) and interest
on the Debt Securities of any series for which money or Government Obligations
have been deposited pursuant to Section 1501 held by them at any time.


 


The Trustee and any Paying Agent shall promptly pay to
the Company upon Company Request any money held by them for the payment of
principal (and premium, if any) and interest that remains unclaimed for two
years after the Maturity of the Debt Securities for which a deposit has been
made pursuant to Section 1501. 
After such payment to the Company, the Holders of the Debt Securities of
such series and any related coupons shall thereafter, as unsecured general
creditors, look only to the Company for the payment thereof.


 


77

















 


Section 1503.                     Indemnity for Government
Obligations.


 


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


 


78














 


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


 


	
   

  	
   

  	
  TARGET CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Stephen C. Kowalke

  
	
   

  	
   

  	
  Its

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ James T. Hale

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK ONE TRUST COMPANY,
  N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Richard Tarnas

  
	
   

  	
   

  	
  Its

  	
  First Vice President

  
	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Keith R. Richardson

  	
   

  	
   

  
	
  Vice
  President

  	
   

  	
   

  



 


79

















 


	
  STATE OF MINNESOTA

  	
  )

  
	
   

  	
  )SS.

  
	
  COUNTY OF HENNEPIN

  	
  )

  



 


On the 4th day of August,
2000, before me personally came Stephen C. Kowalke, to me known, who,
being duly sworn, did depose and say that he resides at Shorewood, Minnesota;
that he is Vice President and Treasurer of Target Corporation, a corporation
described in and which executed the above instrument; that he knows the seal of
said corporation; that it was so affixed pursuant to the authority of the Board
of Directors of said corporation; and that he signed his name thereto pursuant
to like authority.


 


 


	
   

  	
  /s/ Deborah A.
  Pennington

  
	
   

  	
  Notary Public

  



 


80

















 


	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  )SS.

  
	
  COUNTY OF COOK

  	
  )

  



 


On the 3rd day of August,
2000, before me personally came R. Tarnas, to me known, who, being duly sworn,
did depose and say that he resides at Highland Park, Illinois; that he is First
Vice President of Bank One Trust Company, N.A., a national banking association
described in and which executed the above instrument; that he knows the seal of
said corporation; that it was so affixed pursuant to the authority of the Board
of Directors of said corporation; and that he signed his name thereto pursuant
to like authority.


 


 


	
   

  	
  /s/ Diane Mary Wuertz

  
	
   

  	
  Notary Public

  



 


81

















 


EXHIBIT A-1


 


[Form of
Certificate of Beneficial Ownership by a


Non-United States
Person or by Certain Other Persons]


 


Certificate


 


TARGET CORPORATION


 


[Insert title or
sufficient description of


Debt Securities to
be delivered]


 


Reference is hereby made
to the Indenture dated as of August 4, 2000 (the “Indenture”) between
Target Corporation and Bank One Trust Company, N.A. (the “Trustee”), covering
the above-captioned Debt Securities. 
This is to certify that as of the date hereof,
                        
principal amount of Debt Securities credited to you for our account (i) is
owned by persons that are not United States Persons, as defined below; (ii) is
owned by United States Persons that are (a) foreign branches of United
States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
(“financial institutions”) purchasing for their own account or for resale, or (b) United
States Persons who acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt Securities through
such United States financial institutions on the date hereof (and in either
case (a) or (b), each such United States financial institution encloses
herewith a certificate in the form of Exhibit A-2 to the Indenture); or (iii) is
owned by United States or foreign financial institutions for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
which United States or foreign financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) certify that they
have not acquired the Debt Securities for purposes of resale directly or
indirectly to a United States Person or to a person within the United States or
its possessions.


 


[Insert if certificate
does not relate to an interest payment—We undertake to advise you by tested
telex followed by written confirmation if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned Debt
Securities in bearer form as to all of such Debt Securities with respect to
such of said Debt Securities as then appear in your books as being held for our
account.]  We understand that this
certificate is required in connection with United States tax laws.  We irrevocably authorize you to produce this
certificate or a copy hereof to any interested party in any administrative or
legal proceedings with respect to the matters covered by this certificate.  “United States Person” shall mean a citizen
or resident of the United States of America (including the District of
Columbia), a corporation, partnership or other entity created or organized in
or under the laws of the United States or any political subdivision thereof or
an estate or trust that is subject to United States Federal income taxation
regardless of the source of its income.


 


[This certificate excepts
and does not relate to              principal
amount of Debt Securities credited to you for our account and to which we are
not now able to make the certification set forth above.  We understand that definitive Debt Securities
cannot be delivered and interest cannot be paid until we are able to so certify
with respect to such principal amount of Debt Securities.]*


 


	
  Dated:

  	
   

  	
   

  



 


[To be dated on or after


 

















 


            (the
date determined as provided 


in the Indenture)]


 


	
   

  	
  [Name of Person
  Entitled to Receive Bearer Security]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized
  Signatory)

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 






*Delete if inappropriate


 


A-1-2

















 


EXHIBIT A-2


 


[Form of
Certificate of Status as a


Foreign Branch of
a United States Financial Institution]


 


Certificate


 


TARGET CORPORATION


 


[Insert title or
sufficient description of


Debt Securities to
be delivered]


 


Reference is hereby made
to the Indenture dated as of August 4, 2000 (the “Indenture”), between
Target Corporation and Bank One Trust Company, N.A., relating to the offering
of the above-captioned Debt Securities (the “Debt Securities”).  Unless herein defined, terms used herein have
the same meaning as given to them in the Indenture.


 


The undersigned
represents that it is a branch located outside the United States of a United
States securities clearing organization, bank or other financial institution
(as defined in U.S. Treasury Regulation Section 1.165-12(c)(1)(v)) that
holds customers’ securities in the ordinary course of its trade or business and
agrees, and authorizes you to advise the issuer or the issuer’s agent, that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986 and the regulations thereunder and is not
purchasing for resale directly or indirectly to a United States Person or to a
person within the United States or its possessions.  We undertake to advise you by tested telex
followed by written confirmation if the statement in the immediately preceding
sentence is not correct on the date of delivery of the above-captioned Debt
Securities in bearer form.


 


We understand that this
certificate is required in connection with the United States tax laws.  We irrevocably authorize you to produce this
certificate or a copy hereof to any interested party in any administrative or
legal proceedings with respect to the matters covered by this certificate.


 


	
  Dated:

  	
   

  	
   

  



[To be dated on or after


            (the
date determined as provided


in the Indenture)]


 


	
   

  	
  [Name of Person
  Entitled to Receive Bearer Security]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized Signatory)

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT B


 


[Form of
Certificate to be Given by Euroclear and Clearstream Banking, S.A.


in Connection with
the Exchange of All or a Portion of a


Temporary Global
Security or to Obtain


Interest Prior to
Exchange]


 


Certificate


 


TARGET CORPORATION


 


[Insert title or
sufficient description of Debt Securities


to be delivered]


 


We refer to that portion,             ,
of the Global Security representing the above-captioned issue [which is
herewith submitted to be exchanged for definitive Debt Securities]* [for which
we are seeking to obtain payment of interest]* (the “Submitted Portion”).  This is to certify, pursuant to the Indenture
dated as of August 4, 2000 (the “Indenture”) between Target Corporation
and Bank One Trust Company, N.A. (the “Trustee”), that we have received in
writing, by tested telex or by electronic transmission from member
organizations with respect to each of the persons appearing in our records as
being entitled to a beneficial interest in the Submitted Portion a Certificate
of Beneficial Ownership by a Non-United States Person or by Certain Other
Persons [and, in some cases, a Certificate of Status as a Foreign Branch of a
United States Financial Institution, authorizing us to inform the issuer or the
issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986 and the regulations
thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to the
Indenture.


 


We hereby request that
you deliver to the office of
                          
in                           
definitive Bearer Securities in the denominations on the attached Schedule A.


 


We further certify that
as of the date hereof we have not received any notification from any of the
persons giving such certificates to the effect that the statements made by them
with respect to any part of the Submitted Portion are no longer true and cannot
be relied on as of the date hereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [MORGAN GUARANTY TRUST
  COMPANY OF NEW YORK, BRUSSELS OFFICE, as Operator of the Euroclear System]
  [Clearstream Banking, S.A.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 






*Delete if inappropriate.