Exhibit 4.1

	 




ROSS STORES, INC.


and 


U.S. BANK
NATIONAL ASSOCIATION
as Trustee 


	 
	







INDENTURE 


Dated as of September 18,
2014 


SENIOR DEBT SECURITIES






	 









TABLE OF
CONTENTS 

					Page
	ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE  	1
	             
      	Section 1.1.	             
      	Definitions	1
		Section 1.2.		Other Definitions	10
		Section 1.3.		Incorporation by Reference of Trust Indenture Act	10
		Section 1.4.		Rules of Construction	11
	ARTICLE II	THE SECURITIES	11
		Section 2.1.		Form, Dating and Terms	11
		Section 2.2.		Denominations	14
		Section 2.3.		Forms Generally	14
		Section 2.4.		Execution, Authentication, Delivery and Dating	15
		Section 2.5.		Registrar and Paying Agent	17
		Section 2.6.		Paying Agent to Hold Money in Trust	17
		Section 2.7.		Holder Lists	17
		Section 2.8.		Transfer and Exchange	18
		Section 2.9.		Mutilated, Destroyed, Lost or Wrongfully Taken Securities	18
		Section 2.10.		Outstanding Securities	19
		Section 2.11.		Cancellation	19
		Section 2.12.		Payment of Interest; Defaulted Interest	20
		Section 2.13.		Temporary Securities	21
		Section 2.14.		Persons Deemed Owners	21
		Section 2.15.		Computation of Interest	21
		Section 2.16.		Global Securities; Book-Entry Provisions	22
		Section 2.17.		CUSIP Numbers, Etc	23
		Section 2.18.		Original Issue Discount and Foreign-Currency Denominated	
				Securities	24
	ARTICLE III	COVENANTS	24
		Section 3.1.		Payment of Securities	24
		Section 3.2.		Reports	24
		Section 3.3.		Maintenance of Office or Agency	25
		Section 3.4.		Corporate Existence	25
		Section 3.5.		Maintenance of Properties	26
		Section 3.6.		Payment of Taxes and Other Claims	26



-i- 







	             
      	Section 3.7.	             
      	Limitation on Liens	26
		Section 3.8.		Limitation on Sale and Leaseback Transactions	28
		Section 3.9.		Limitations Upon Permitting Restricted Subsidiaries to
    become	
				Unrestricted Subsidiaries and Unrestricted Subsidiaries
to	
				become Restricted Subsidiaries	29
		Section 3.10.		Compliance Certificate	29
		Section 3.11.		Statement by Officers as to Default	30
		Section 3.12.		Additional Amounts	30
		Section 3.13.		Calculation of Original Issue Discount	30
	ARTICLE IV	SUCCESSORS	31
		Section 4.1.		Merger, Consolidation or Sale of Assets	31
	ARTICLE
V	REDEMPTION OF
      SECURITIES	31
		Section 5.1.		Applicability of Article	31
		Section 5.2.		Election to Redeem; Notice to Trustee	32
		Section 5.3.		Selection by Trustee of Securities to Be Redeemed	32
		Section 5.4.		Notice of Redemption	32
		Section 5.5.		Deposit of Redemption Price	33
		Section 5.6.		Securities Payable on Redemption Date	33
		Section 5.7.		Securities Redeemed in Part	34
	ARTICLE VI	DEFAULTS AND REMEDIES	34
		Section 6.1.		Events of Default	34
		Section 6.2.		Acceleration	36
		Section 6.3.		Other Remedies	37
		Section 6.4.		Waiver of Past Defaults	37
		Section 6.5.		Control by Majority	37
		Section 6.6.		Limitation on Suits	37
		Section 6.7.		Rights of Holders to Receive Payment	38
		Section 6.8.		Collection Suit by Trustee	38
		Section 6.9.		Trustee May File Proofs of Claim	38
		Section 6.10.		Priorities	39
		Section 6.11.		Undertaking for Costs	39
	ARTICLE VII	TRUSTEE	39
		Section 7.1.		Duties of Trustee	39
		Section 7.2.		Rights of Trustee	41
		Section 7.3.		Individual Rights of Trustee	43



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      	Section 7.4.	             
      	Trustee’s Disclaimer	43
		Section 7.5.		Notice of Defaults	43
		Section 7.6.		Reports by Trustee to Holders	43
		Section 7.7.		Compensation and Indemnity	44
		Section 7.8.		Replacement of Trustee	44
		Section 7.9.		Successor Trustee by Merger	46
		Section 7.10.		Eligibility; Disqualification	46
		Section 7.11.		Preferential Collection of Claims Against Company	46
	ARTICLE VIII	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	47
		Section 8.1.		Option to Effect Legal Defeasance or Covenant Defeasance	47
		Section 8.2.		Legal Defeasance and Discharge	47
		Section 8.3.		Covenant Defeasance	48
		Section 8.4.		Conditions to Legal or Covenant Defeasance	48
		Section 8.5.		Deposited Cash and Government Securities to be Held in	
				Trust; Other Miscellaneous Provisions	49
		Section 8.6.		Repayment to Company	50
		Section 8.7.		Reinstatement	50
	ARTICLE IX	AMENDMENTS	50
		Section 9.1.		Without Consent of Holders	50
		Section 9.2.		With
      Consent of Holders	52
		Section 9.3.		Compliance with Trust Indenture Act	53
		Section 9.4.		Revocation and Effect of Consents and Waivers	53
		Section 9.5.		Notation on or Exchange of Securities	54
		Section 9.6.		Trustee To Sign Amendments	54
	ARTICLE X	SATISFACTION AND DISCHARGE	54
		Section 10.1.		Satisfaction and Discharge	54
	ARTICLE XI	MISCELLANEOUS	55
		Section 11.1.		Trust Indenture Act Controls	55
		Section 11.2.		Notices	56
		Section 11.3.		Communication by Holders with other Holders	56
		Section 11.4.		Certificate and Opinion as to Conditions Precedent	56
		Section 11.5.		Statements Required in Certificate or Opinion	57
		Section 11.6.		When
      Securities Disregarded	58
		Section 11.7.		Rules by Trustee, Paying Agent and Registrar	58
		Section 11.8.		Legal Holidays	58



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      	Section 11.9.	             
      	GOVERNING LAW; WAIVER OF JURY TRIAL	58
		Section 11.10.		No
      Recourse Against Others	58
		Section 11.11.		Successors	58
		Section 11.12.		Multiple Originals	58
		Section 11.13.		Severability	59
		Section 11.14.		No
      Adverse Interpretation of Other Agreements	59
		Section 11.15.		Table of Contents; Headings	59
		Section 11.16.		Force Majeure	59
		Section 11.17.		U.S.A. Patriot Act	59



-iv- 







CROSS-REFERENCE TABLE


	TIA		Indenture
	Section	 	       	Section
	310(a)(1)		7.10
	(a)(2)		7.10
	(a)(3)		N.A.
	(a)(4)		N.A.
	(b)		7.8;
      7.10
	311(a)		7.11
	(b)		7.11
	312(a)		2.7
	(b)	 	11.3
	(c)		11.3
	313(a)		7.6
	(b)(1)		7.6
	(b)(2)		7.6
	(c)		7.6
	(d)		7.6
	314(a)		3.2;
      3.5; 11.2
	(b)		N.A.
	(c)(1)		11.4
	(c)(2)		11.4
	(c)(3)		N.A.
	(d)		N.A.
	(e)		11.5
	315(a)		7.1
	(b)		7.5;
      11.2
	(c)		7.1
	(d)		7.1
	(e)		6.11
	316(a)(last sentence)		12.6
	(a)(1)(A)		6.5
	(a)(1)(B)		6.4
	(a)(2)		N.A.
	(b)		6.7
	317(a)(1)		6.8
	(a)(2)		6.9
	(b)		2.6
	318(a)		11.1


N.A. means Not Applicable.


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

-v- 







     THIS
INDENTURE, dated as of September 18, 2014, is entered into by and between ROSS STORES, INC. a
Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION,
a national banking association organized under the laws of the United States
(the “Trustee”). 

W I T N E S S E T H : 

     WHEREAS, the Company may from time to
time duly authorize the issue of its unsecured debentures, notes or other
evidences of indebtedness to be issued in one or more series (the
“Securities”) up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this Indenture;


     WHEREAS, the Company has duly authorized
the execution and delivery of this Indenture to provide, among other things, for
the authentication, delivery and administration of the Securities; and


     WHEREAS, all things necessary to make
this Indenture a valid indenture and agreement in accordance with its terms have
been done; 

     NOW, THEREFORE: 

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

ARTICLE I 

Definitions and
Incorporation by Reference


     Section 1.1. Definitions. 

     “Additional Amounts” means
any additional amounts required by the express terms of a Security or by or
pursuant to a Board Resolution, under circumstances specified therein or
pursuant thereto, to be paid by the Company with respect to certain taxes,
assessments or other governmental charges imposed on certain Holders and that
are owing to those Holders. 

     “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 purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise. For
purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings. 







    
“Attributable Debt” in respect of a Sale and Leaseback Transaction
referred to in Section 3.8 means, at the time of determination, the present
value (discounted at the imputed rate of interest of such transaction determined
in accordance with generally accepted accounting principles) of the obligation
of the lessee for net rental payments during the remaining term of the lease
included in such Sale and Leaseback Transaction (including any period for which
such lease has been extended or may, at the option of the lessor, be extended).
The term “net rental payments” under any lease for any period shall mean the sum
of the rental and other payments required to be paid in such period by the
lessee thereunder, not including any amounts required to be paid by such lessee
(whether or not designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges required to be paid by such lessee thereunder or any amounts required to
be paid by such lessee thereunder contingent upon the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges. 

     “Bankruptcy Law” means
Title 11, United States
Code or any similar Federal or
state law for the relief of debtors. 

     “Board of Directors” means:


	       	(1)	       	with
      respect to a corporation, the board of directors of the corporation or any
      committee thereof duly authorized to act on behalf of such
  board;
		 
	 	(2)	 	with
      respect to a partnership, the board of directors of the general partner of
      the partnership;
		 
	 	(3)	 	with
      respect to a limited liability company, the manager, managers, managing
      member or members or any controlling committee of managers or managing
      members thereof, as the case may be; and
		 
	 	(4)	 	with
      respect to any other Person, the board or committee of such Person serving
      a similar function.


     “Board Resolution” means a
copy of a resolution certified by a Vice President, the Secretary or an
Assistant Secretary of the applicable Person to have been duly adopted by the
Board of Directors of such Person and to be in full force and effect on the date
of such certification, and delivered to the Trustee. 

     “Business Day” means any
day other than a Saturday, a Sunday or a day on which banking institutions in
the City of New York and Los Angeles or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is not a
Business Day, payment may be made on the next succeeding day that is a Business
Day, and no interest shall accrue for the intervening period. 

     “Capital Stock” means:


	       	(1)	       	with
      respect to any Person that is a corporation, any and all shares,
      interests, participations or other equivalents (however designated and
      whether or not voting) of corporate stock, including each class of Common
      Stock and Preferred Stock of such Person, and all options, warrants or
      other rights to purchase or acquire any of the foregoing; and
				 
	 	(2)	 	with
      respect to any Person that is not a corporation, any and all partnership,
      membership or other equity interests of such Person, and all options,
      warrants or other rights to purchase or acquire any of the
      foregoing.


2 







     “Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease
that are required to be classified and accounted for as capital lease
obligations under GAAP and, for purposes of this definition, the amount of such
obligations at any date shall be the capitalized amount of such obligations at
such date, determined in accordance with GAAP, and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease. 

     “Code” means the Internal
Revenue Code of 1986, as amended. 

     “Company” has the meaning
ascribed to it in the first introductory paragraph of this Indenture.


     “Company Order” and
“Company Request” mean, respectively, a written order or request
signed in the name of the Company by two Officers of the Company, and delivered
to the Trustee. 

     “Consolidated” when used
with respect to, any of the terms defined herein refers to such terms as
reflected in a consolidation of the accounts of the Company and its Restricted
Subsidiaries in accordance with generally accepted accounting principles.


     “Consolidated Net Tangible Assets” means the total amount of assets (less depreciation and valuation
reserves and other reserves and items deductible from the gross book value of
specific asset accounts under generally accepted accounting principles) which
under generally accepted accounting principles would be included on a
consolidated balance sheet of the Company and its Restricted Subsidiaries, after
deducting therefrom (i) all current liabilities (excluding any amounts that
constitute Funded Debt by reason of being extendible or renewable), and (ii) all
goodwill, trade names, trademarks, patents, unamortized Debt discount and
expense and other like intangibles, all as computed in accordance with generally
accepted accounting principles and as shown in the latest quarterly consolidated
balance sheet of the Company contained in the Company’s then most recent annual
report to stockholders or quarterly report filed with the SEC, as the case may
be. 

     “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law. 

     “Default” means any event
that is, or with the passage of time or the giving of notice or both would be,
an Event of Default. 

     “Depositary” means, with
respect to the Securities of any series issuable or issued in whole or in part
in global form, the Person specified pursuant to Section 2.1 hereof as the initial Depositary with respect to the Securities of that
series, until a successor shall have been appointed and become such pursuant to
the applicable provision of this Indenture, and thereafter “Depositary” shall
mean or include that successor. 

3 







     “Dollar” or “$” means a
dollar or other equivalent unit in such coin or currency of the United States as
at the time shall be legal tender for the payment of public and private debt.


     “DTC” means The Depository
Trust Company, its nominees and their respective successors and assigns, or such
other depositary institution hereinafter appointed by the Company. 

     “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder. 

     “Exempted Debt” means the
sum of the following items outstanding as of the date Exempted Debt is being
determined: (i) Indebtedness of the Company and its Restricted Subsidiaries
secured by a Mortgage and not permitted to exist pursuant to Section 3.7(a), and
(ii) Attributable Debt of the Company and its Restricted Subsidiaries in respect
of all Sale and Leaseback Transactions not permitted pursuant to Section 3.8(a).


     “Funded Debt” of any Person
means Indebtedness, whether incurred, assumed or guaranteed, maturing by its
terms more than one year from the date of creation thereof or that is extendable
or renewable at the sole option of the obligor in such manner that it may become
payable more than one year from the date of creation thereof; provided, however, that Funded Debt shall not include (i)
obligations created pursuant to leases, (ii) any Indebtedness or portion thereof
maturing by its terms within one year from the time of any computation of the
amount of outstanding Funded Debt unless such Indebtedness shall be extendable
or renewable at the sole option of the obligor in such manner that it may become
payable more than one year from such time, or (iii) any Indebtedness for the
payment or redemption of which money in the necessary amount shall have been
deposited in trust either at or before the maturity date thereof. 

     “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect from time to time in the United States. 

     “Global Securities” of any
series means a Security of that series that is issued in global form in the name
of the Depositary with respect thereto or its nominee. 

     “Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of
America for the payment of which obligations or guarantee the full faith and
credit of the United States of America is pledged. 

     “Holder” means a Person in
whose name a Security is registered in the applicable Securities Register.


4 







    
“Indebtedness” means, with respect to any Person, (i) the principal of
and any premium and interest on (a) indebtedness of such Person for money
borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other
similar instruments for the payment of which such Person is responsible or
liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all obligations under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker’s acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit); (v) all obligations of the type referred to in clauses
(i) through (iv) of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable as
obligor, guarantor or otherwise, (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons secured by any Lien on any property or
asset of such Person (whether or not such obligation is assumed by such Person),
the amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and (vii) any
amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described as Indebtedness in clauses (i) through (vi)
above. 

     “Indenture” means this Indenture as amended or supplemented
from time to time by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof, including, for all purposes of
this instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively. The term “Indenture” shall also
include the terms of any particular series of Securities established as
contemplated by Section
2.1. 

     “Interest Payment Date,”
when used with respect to any Security, shall have the meaning assigned to that
term in the Security as contemplated by Section 2.1. 

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

     “Non-U.S. Person” means a
person who is not a U.S. person, as defined in Regulation S. 

     “Obligations” means any
principal, premium, if any, interest, penalties, fees, indemnifications,
reimbursements, charges, damages and other liabilities payable under the
documentation governing any indebtedness. 

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

     “Officers’ Certificate”
means, with respect to any Person, a certificate signed by two Officers of the
Person, at least one of whom shall be the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer or the
Treasurer. 

5 







     “Operating Assets” means
all merchandise inventories, furniture and equipment (including all
transportation and warehousing equipment and store racks and showcases but
excluding office equipment and data processing equipment) owned by the Company
or a Restricted Subsidiary. 

     “Operating Property” means
all real property and improvements thereon owned by the Company or a Restricted
Subsidiary constituting, without limitation, any store, warehouse, service
center or distribution center wherever located, provided that such term shall
not include any store, warehouse, service center or distribution center that the
Board of Directors declares by resolution not to be of material importance to
the business of the Company and its Restricted Subsidiaries. Operating Property
is treated as having been “acquired” on the day the Operating Property is placed
in operation by the Company or a Restricted Subsidiary after the later of (a)
its acquisition from a third party, including an Unrestricted Subsidiary, (b)
completion of its original construction or (c) completion of its substantial
reconstruction, renovation, remodeling, expansion or improvement (whether or not
constituting an Operating Property prior to such reconstruction, renovation,
remodeling, expansion or improvement). 

     “Opinion of Counsel” means
a written opinion from legal counsel who is reasonably acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company. 

     “Original Issue Discount Security” means any Security that provides for an amount less than the principal
amount thereof to be due and payable on a declaration of acceleration of the
Maturity thereof pursuant to Section 6.2. 

     “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, limited liability company or
government or other entity. 

     “Principal” of a Security
means the principal of the Security plus, when appropriate, the premium, if any,
on the Security. 

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

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

     “Restricted Subsidiary” of
any Person means any Subsidiary of such Person which at the time of
determination is not an Unrestricted Subsidiary. 

     “SEC” means the Securities
and Exchange Commission. 

     “Securities” has the
meaning ascribed to it in the second introductory paragraph of this Indenture.


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

6 









     “Securities Register” means
the register of Securities, maintained by the Registrar, pursuant to
Section 2.5. 

     “Security Custodian” means,
with respect to Securities of a series issued in global form, the Trustee for
Securities of that series, as custodian with respect to the Securities of that
series, or any successor entity thereto. 

     “Senior Funded Debt” means
all Funded Debt of the Company or any other Person, except Subordinated Funded
Debt. 

     “Stated Maturity” means,
with respect to any installment of interest or principal on any series of
indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the documentation governing such indebtedness as of the
date of this Indenture, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof. 

     “Subordinated Funded Debt”
means any unsecured Indebtedness of the Company that is expressly made
subordinate and junior in rank and right of payment to the Securities of any
Series and such other Indebtedness of the Company as may be specified or
characterized in the instruments evidencing the Subordinated Funded Debt or the
indenture or other similar instrument under which it is issued (which indenture
or other instrument shall be binding on all holders of such Subordinated Funded
Debt) (the Securities and any other Indebtedness of the Company to which the
Subordinated Funded Debt is subordinate and junior being hereinafter in this
paragraph called “Superior Debt”), by provisions not substantially more
favorable to the holders of the Subordinated Funded Debt than the following:


    
(1) in the event of any insolvency or bankruptcy
proceedings, any receivership, liquidation, reorganization or other similar
proceedings in connection therewith, relative to the Company or to its
creditors, as such, or to its property, and in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Company, whether
or not involving insolvency or bankruptcy, then the holders of Superior Debt
shall be entitled to receive payment in full of all Principal and interest on
all Superior Debt before the holders of the Subordinated Funded Debt are
entitled to receive any payment on account of Principal or interest upon the
Subordinated Funded Debt, and to that end (but subject to the power of a court
of competent jurisdiction to make other equitable provision reflecting the
rights conferred by the provisions of the Subordinated Funded Debt upon the
Superior Debt and the holders thereof with respect to the Subordinated Funded
Debt and the holders thereof by a lawful plan or reorganization under applicable
bankruptcy or insolvency law) the holders of Superior Debt shall be entitled to
receive for application in payment thereof any payment or distribution of any
kind or character, whether in cash or property or securities, which may be
payable or deliverable in any such proceedings in respect of the Subordinated
Funded Debt, except securities which are subordinate and junior in right of
payment to the same extent as the Subordinated Funded Debt to the payment of all
Superior Debt (and any securities issued in exchange therefor) then outstanding;


7 







    
(2) in the event that any Subordinated Funded Debt is
declared due and payable before its expressed maturity because of the occurrence
of an event of default with respect to such Subordinated Funded Debt (under
circumstances when the provisions of the foregoing clause (i) shall not be
applicable), the holders of the Superior Debt outstanding at the time such
Subordinated Funded Debt became so due and payable because of such occurrence of
such an event of default shall be entitled to receive payment in full of all
Principal and interest on all Superior Debt before the holders of such
Subordinated Funded Debt are entitled to receive any payments on account of the
Principal or interest upon such Subordinated Funded Debt except payments at the
expressed maturity of such Subordinated Funded Debt, current interest payments
as provided in such Subordinated Funded Debt, payments pursuant to any mandatory
sinking fund (or analogous provision) in respect of such Subordinated Funded
Debt, and payments for the purpose of curing any such event of default;


    
(3) in the event that (x) there shall have occurred a
default in the payment of the principal of or interest on any Superior Debt, or
(y) there, shall have occurred any other event of default with respect to any
Superior Debt permitting the holders thereof to accelerate the maturity thereof
and if written notice thereof shall have been given to the Company by a holder
or holders of such Superior Debt or their representative or representatives or
trustee or trustees under any indenture pursuant to which any instruments
evidencing any such Superior Debt may have been issued, or (z) the payment
hereinafter referred to would itself constitute an event of default with respect
to any Superior Debt, then, in any such case, unless or until such event of
default shall have been cured or waived or shall have ceased to exist, no
payment shall be made by the Company on account of Principal of, interest on or
Additional Amounts with respect to, any Subordinated Funded Debt (whether
pursuant to any sinking fund or otherwise) or on account of the purchase or
other acquisition of any Subordinated Funded Debt; and 

    
(4) no holder of Superior Debt or trustee for such
holder shall be prejudiced in his or her right to enforce subordination of the
Subordinated Funded Debt by any act or failure to act on the part of the
Company; 

provided, however, that the Subordinated Funded Debt may
provide that the foregoing provisions are solely for the purposes of defining
the relative rights of the holders of Superior Debt on the one hand, and the
holders of the Subordinated Funded Debt on the other hand, and that nothing
therein shall impair, as between the Company and the holders of the Subordinated
Funded Debt, the obligation of the Company, which is unconditional and absolute,
to pay to the holders thereof the Principal thereof and interest thereon in
accordance with its terms, nor shall anything therein prevent the holders of the
Subordinated Funded Debt from exercising all remedies otherwise permitted by
applicable law or thereunder upon default thereunder, subject to the rights
under clauses (i), (ii) and (iii) above of holders of Superior Debt to receive
cash, property or securities otherwise payable or deliverable to the holders of
the Subordinated Funded Debt; and provided, further, that the
Subordinated Funded Debt may provide that, insofar as a trustee or paying agent
for such Subordinated Funded Debt is concerned, the foregoing provisions shall
not prevent the application by such trustee or paying agent of any moneys
deposited with such trustee or paying agent for the purpose of the payment of or
on account of the principal and interest on such Subordinated Funded Debt if
such trustee or paying agent did not have knowledge at the time of such
application that such payment was prohibited by the foregoing provisions.


8 







     “Subsidiary” with respect
to any Person, means: 

	       	(1)	       	any
      corporation of which the outstanding Capital Stock having at least a
      majority of the votes entitled to be cast in the election of directors
      under ordinary circumstances shall at the time be owned, directly or
      indirectly, by such Person; or
		 
	 	(2)	 	any other
      Person of which at least a majority of the voting interest under ordinary
      circumstances is at the time, directly or indirectly, owned by such
      Person.


     “TIA” or “Trust Indenture Act,” except as otherwise provided in Section 9.3, means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb), as in effect on the date hereof. 

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

     “Trustee” means the Person
named as such above until a successor replaces it in accordance with the
applicable provisions of this Indenture, and thereafter “Trustee” means each
Person who is then a Trustee hereunder, and if at any time there is more than
one such Person, “Trustee” as used with respect to the Securities of any series
means the Trustee with respect to Securities of that series. 

     “Unrestricted Subsidiary”
of any Person means: 

	       	(1)	       	any
      Subsidiary of the Company that at the time of determination shall be or
      continue to be designated an Unrestricted Subsidiary by the Board of
      Directors of the Company in the manner provided below; and
		 
	 	(2)	 	any
      Subsidiary of an Unrestricted Subsidiary.


     “Voting Stock” of any
specified Person as of any date means the Capital Stock of such Person that is
at the time entitled to vote generally in the election of the Board of Directors
of such Person. 

9 







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

     Section 1.2. Other Definitions.


			Defined in
	Term	 	       	Section
	“Agent Members”		2.16
	“Corporate Trust Office”		3.3
	“Covenant Defeasance”		8.3
	“Defaulted Interest”		2.12
	“Event of Default”		6.1
	“Exchange Rate”		2.18
	“Legal Defeasance”		8.2
	“Legal Holiday”		11.8
	“Mortgage”		3.7
	“Paying Agent”		2.5
	“protected purchaser”		2.9
	“Registrar”		2.5
	“Sale and Leaseback Transaction”		3.8
	“Special Interest Payment Date”		2.12(a)
	“Special Record Date”		2.12(a)
	“substantial improvement”		3.7
	“Surviving Entity”		4.1



     Section 1.3. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory
provisions of the TIA which are incorporated by reference in and made a part of
this Indenture. The following TIA terms have the following meanings: 

     “Commission” means the SEC. 

     “indenture securities” means the
Securities. 

     “indenture security holder” means a
Holder of a Security.

     “indenture to be
qualified” means this Indenture.

     “indenture
trustee” or “institutional trustee” means the Trustee. 

     “obligor” on any series of Securities
means the Company and any other obligor on such series of Securities.


     All other TIA terms used in this
Indenture that are defined by the TIA, defined in the TIA by reference to
another statute or defined by SEC rules promulgated under the TIA have the
meanings assigned to them by such definitions. 

10 







     Section 1.4. Rules of Construction.
Unless the context otherwise requires: 

    
(1) a term has the meaning assigned to it;

     (2)
an accounting term not otherwise
defined has the meaning assigned to it in accordance with GAAP;

     (3)
“or” is not exclusive;

     (4)
“including” means including without
limitation; 

     (5)
words in the singular include the
plural and words in the plural include the singular; 

     (6)
the principal amount of any
noninterest bearing or other discount security at any date shall be the
principal amount thereof that would be shown on a balance sheet of the Company
dated such date prepared in accordance with GAAP; and 

     (7)
provisions apply to successive events
and transactions. 

ARTICLE II 

The
Securities 

     Section 2.1. Form, Dating and Terms.


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

     The Securities may be issued in one or
more series. There shall be established in or pursuant to a Board Resolution,
and set forth, or determined in the manner provided, in an Officers’ Certificate
of the Company or in a Company Order, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:


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

    
(2) if there is to be a limit, the limit upon the
aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section
2.8, 2.9, 2.13, 2.16, 5.7 or 9.5
and except for any Securities that, pursuant to Section 2.4 or
2.16, are deemed never to have been authenticated and delivered
hereunder); provided, however, that unless otherwise provided in the
terms of the series, the authorized aggregate principal amount of such series
may be increased before or after the issuance of any Securities of the series by
a Board Resolution (or action pursuant to a Board Resolution) to such
effect;

11 







    
(3) whether any Securities of the series are to be
issuable initially in temporary global form and whether any Securities of the
series are to be issuable in permanent global form, as Global Securities or
otherwise, and, if so, whether beneficial owners of interests in any such Global
Security may exchange such interests for Securities of such series and of like
tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in Section
2.16, and the initial Depositary and Security Custodian, if any, for any
Global Security or Securities of such series; 

    
(4) the manner in which any interest payable on a
temporary Global Security on any Interest Payment Date will be paid if other
than in the manner provided in Section 2.12;

     (5)
the date or dates on which the
principal of and premium (if any) on the Securities of the series is payable or
the method of determination thereof;

     (6)
the rate or rates, or the method of
determination thereof, at which the Securities of the series shall bear
interest, if any, whether and under what circumstances Additional Amounts with
respect to such Securities shall be payable, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall
be payable and the record date for the interest payable on any Securities on any
Interest Payment Date, or if other than provided herein, the Person to whom any
interest on Securities of the series shall be payable; 

     (7)
the place or places where, subject to
the provisions of Section
3.3, the principal of, premium
(if any) and interest on and any Additional Amounts with respect to the
Securities of the series shall be payable; 

     (8)
the period or periods within which,
the price or prices (whether denominated in cash, securities or otherwise) at
which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is
to have that option, and the manner in which the Company must exercise any such
option, if different from those set forth herein; 

     (9)
[Reserved] 

     (10)
the obligation, if any, of the
Company to redeem, purchase or repay Securities of the series pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid in whole or in
part pursuant to such obligation; 

12 







    
(11) if other than denominations of $2,000 and any
integral multiple of $1,000 in excess thereof, the denomination in which any
Securities of that series shall be issuable;

    
(12) if other than Dollars, the currency or currencies
(including composite currencies) or the form, including equity securities, other
debt securities (including Securities), warrants or any other securities or
property of the Company, or any other Person, in which payment of the principal
of, premium (if any) and interest on and any Additional Amounts with respect to
the Securities of the series shall be payable; 

    
(13) if the principal of, premium (if any) or interest
on or any Additional Amounts with
respect to the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a currency or currencies (including
composite currencies) other than that in which the Securities are stated to be
payable, the currency or currencies (including composite currencies) in which
payment of the principal of, premium (if any) and interest on and any Additional
Amounts with respect to Securities of such series as to which such election is
made shall be payable, and the periods within which and the terms and conditions
upon which such election is to be made;

    
(14) if the amount of payments of principal of, premium
(if any) and interest on and any Additional Amounts with respect to the
Securities of the series may be determined with reference to any commodities,
currencies or indices, values, rates or prices or any other index or formula,
the manner in which such amounts shall be determined;

    
(15) if other than the entire principal amount thereof,
the portion of the principal amount of Securities of the series that shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 6.2;

    
(16) any additional means of satisfaction and discharge
of this Indenture and any additional
conditions or limitations to discharge with respect to Securities of the series
pursuant to Article
VIII or any modifications of or
deletions from such conditions or limitations;

    
(17) any deletions or modifications of or additions to
the Events of Default set forth in Section 6.1 or covenants
of the Company set forth in Article III pertaining to
the Securities of the series;

    
(18) any restrictions or other provisions with respect
to the transfer or exchange of Securities of the series, which may amend,
supplement, modify or supersede those contained in this Article II;

    
(19) if the Securities of the series are to be
convertible into or exchangeable for capital stock, other debt securities
(including Securities), warrants, other equity securities or any other
securities or property of the Company, or any other Person, at the option of the
Company or the Holder or upon the occurrence of any condition or event, the
terms and conditions for such conversion or exchange; 

13 







    
(20) if applicable, that the Securities of the series,
in whole or any specified part, shall not be defeasible pursuant to
Section 8.2 or Section 8.3 or both such
Sections, and, if such Securities may be defeased, in whole or in part, pursuant
to either or both such Sections, any provisions to permit a pledge of
obligations other than Government Securities (or the establishment of other
arrangements) to satisfy the requirements of Section 8.4(1) for defeasance of such Securities and, if other
than by a Board Resolution of the Company, the manner in which any election by
the Company to defease such Securities shall be evidenced; and

    
(21) any other terms of the series (which terms shall
not be prohibited by the provisions of this Indenture). 

     All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above and (subject
to Section 2.3) set forth, or determined in the manner provided,
in the Officers’ Certificate or Company Order referred to above or in any such
indenture supplemental hereto. 

     If any of the terms of the series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action, together with such Board Resolution, shall be
set forth in an Officers’ Certificate or 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 or Company Order setting forth the
terms of the series. 

     Section 2.2. Denominations. The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 2.1. In the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series denominated in Dollars shall be issuable in
denominations of $2,000 and any integral multiples of $1,000 thereof.


     Section 2.3. Forms Generally. The
Securities of each series shall be in fully registered form and in substantially
such form or forms (including temporary or permanent global form) established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto. The Securities may have notations, legends or endorsements required by
law, securities exchange rule, the Company’s certificate of incorporation,
bylaws or other similar governing documents, agreements to which the Company is
subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). A copy of the Board
Resolution establishing the form or forms of Securities of any series shall be
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or Company Order contemplated by Section 2.4 for the authentication and delivery of such Securities. 

14 







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

     The Trustee’s certificate of
authentication shall be in substantially the following form: 

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


		U.S. BANK NATIONAL ASSOCIATION, as
		Trustee
		 
		By:  	  
			       Authorized
      Signatory”



     Section 2.4. Execution, Authentication, Delivery and Dating. Two Officers of the Company shall sign the
Securities on behalf of the Company by manual or facsimile signature.


     If an Officer of the Company whose
signature is on a Security no longer holds that office at the time the Security,
is authenticated, the Security shall be valid nevertheless. 

     A Security shall not be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company delivers such Security to the Trustee for
cancellation as provided in Section 2.11, together
with a written statement (which need not comply with Section 11.5 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture. 

     At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities
of any series executed by the Company to the Trustee for authentication, and the
Trustee shall authenticate and deliver such Securities for original issue upon a
Company Order for the authentication and delivery of such Securities or pursuant
to such procedures acceptable to the Trustee as may be specified from time to
time by Company Order. Such order shall specify the amount of the Securities to
be authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of such series not otherwise determined. If provided for
in such procedures, such Company Order may authorize (1) authentication and
delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity dates or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing. 

15 







     If the form or terms of the Securities of
the series have been established in or pursuant to one or more Board Resolutions
as permitted by Section
2.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall receive (in addition to the
Company Order referred to above and the other documents required by
Section 11.4), and (subject to Section 7.1) shall be fully protected in conclusively relying upon: 

     (a) an Officers’ Certificate of
the Company setting forth the Board Resolution and, if applicable, an
appropriate record of any action taken pursuant thereto, as contemplated by the
last paragraph of Section
2.1; and 

     (b) an Opinion of Counsel to the
effect that: 

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

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

         
(iii) that such Securities, when authenticated and
delivered by the Trustee and issued by the 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 against the Company in accordance
with their respective terms, except as the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer or other similar laws in effect from time to time
affecting the rights of creditors generally, and the application of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and 

         
(iv) that all laws and requirements in respect of the
execution and delivery by the Company of such Securities have been complied
with. 

     If all the Securities of any series are
not to be issued at one time, it shall not be necessary to deliver an Officers’
Certificate and Opinion of Counsel at the time of issuance of each such
Security, but such Officers’ Certificate and Opinion of Counsel shall be
delivered at or before the time of issuance of the first Security of the series
to be issued. 

     The Trustee shall not be required to
authenticate such Securities if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the issuance of such
Securities pursuant to this Indenture would affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner not reasonably acceptable to the Trustee. 

     The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Securities. Unless limited by
the terms of such appointment, any such authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company,
or an Affiliate of the Company. 

16 







Each Security shall be dated
the date of its authentication. 

Section 2.5. Registrar and
Paying Agent. The Company shall
maintain an office or agency for each series of Securities where Securities of
such series may be presented for registration of transfer or for exchange (the
“Registrar”) and an office or agency where Securities of
such series may be presented for payment (the “Paying Agent”). The Company shall cause each of the Registrar
and the Paying Agent to maintain an office or agency in the United States of
America. The Registrar shall keep a register of the Securities and of their
transfer and exchange (the “Securities Register”). The
Company may have one or more co-registrars and one or more additional paying
agents. The term “Paying
Agent” includes any additional
paying agent. 

The Company shall enter into
an appropriate agency agreement with any Registrar, Paying Agent or co-registrar
not a party to this Indenture, which shall incorporate the terms of the TIA. The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall notify the Trustee of the name and address of each such
agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section
7.7. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent.


The Company initially appoints
the Trustee as Registrar and Paying Agent for the Securities. 

Section 2.6. Paying Agent to
Hold Money in Trust. By no later
than 11:00 a.m. (New York City time) on the date on which any amount or
Additional Amounts, if any, in respect of any Security is due and payable, the
Company shall deposit with the Paying Agent a sum sufficient in immediately
available funds to pay such amount or Additional Amounts, if any, when due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that such Paying Agent shall hold in trust for the benefit of the
applicable Holders or the Trustee all money held by such Paying Agent for the
payment of such amount and Additional Amounts, if any, on the applicable
Securities and shall notify the Trustee in writing of any default by the Company
in making any such payment. If the Company or a Subsidiary acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund. The Company at any time may require a Paying Agent (other
than the Trustee) to pay all money held by it to the Trustee and to account for
any funds disbursed by such Paying Agent. Upon complying with this
Section 2.6, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money delivered to the
Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect
to the Company, the Trustee shall serve as Paying Agent for the Securities.


Section 2.7. Holder
Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders. If the Trustee is not the Registrar
with respect to a series of Securities, or to the extent otherwise required
under the TIA, the Company shall furnish to the Trustee, in writing at least
five Business Days before each interest payment date with respect to such series
of Securities and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Holders of such series. 

17







Section 2.8. Transfer and
Exchange. Except as set forth in
Section 2.16 or as may be provided pursuant to Section 2.1, when Securities of any series are presented to the Registrar with the
request to register the transfer of those Securities or to exchange those
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for those transactions are met; provided, however, that the Securities presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instruction of transfer in form reasonably satisfactory to the Registrar
duly executed by the Holder thereof or by his attorney, duly authorized in
writing, on which instruction the Registrar can conclusively rely. 

To permit registrations of
transfers and exchanges, the Company shall execute Securities and the Trustee
shall authenticate such Securities at the Registrar’s written request and
submission of the Securities (other than Global Securities). No service charge
shall be made to a Holder for any registration of transfer or exchange (except
as otherwise expressly permitted herein), but the Company may require payment of
a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than such transfer tax or similar
governmental charge payable on exchanges pursuant to Section 2.13, 5.7 or 9.5). The Trustee shall authenticate Securities in
accordance with the provisions of Section 2.4. Notwithstanding any other
provisions of this Indenture to the contrary, the Company shall not be required
to register the transfer or exchange of (a) any Security selected for redemption
in whole or in part pursuant to Article V, except the
unredeemed portion of any Security being redeemed in part or (b) any Security
during the period beginning 15 Business Days before the mailing of notice of any
offer to repurchase Securities of the series required pursuant to the terms
thereof or of redemption of Securities of a series to be redeemed and ending at
the close of business on the date of mailing. 

Section 2.9. Mutilated,
Destroyed, Lost or Wrongfully Taken Securities. If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that the Security has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Security with respect to such series if the
requirements of Section 8-405 of the Uniform Commercial Code are met, such that
the Holder (a) satisfies the Company or the Trustee within a reasonable time
after such Holder has notice of such loss, destruction or wrongful taking and
the Registrar does not register a transfer prior to receiving such notification,
(b) makes such request to the Company or Trustee prior to the Security being
acquired by a protected purchaser as defined in Section 8-303 of the Uniform
Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee.
Such Holder shall furnish an indemnity bond sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee, the Paying Agent,
the Registrar and any co-registrar from any loss which any of them may suffer if
a Security is replaced, and, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a protected purchaser, the
Company shall execute and, upon a Company Order, the Trustee shall authenticate
and make available for delivery, in exchange for any such mutilated Security or
in lieu of any such destroyed, lost or wrongfully taken Security, a new Security
of like tenor and principal amount, bearing a number not contemporaneously
outstanding. 

18







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

Upon the issuance of any new
Security under this Section
2.9, 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) in connection therewith. 

Every new Security issued
pursuant to this Section in lieu of any mutilated, destroyed, lost or wrongfully
taken Security shall constitute an original additional contractual obligation of
the Company and any other obligor upon the Securities of such series, whether or
not the mutilated, destroyed, lost or wrongfully taken Security shall be at any
time enforceable by anyone, and shall be entitled to all benefits of this
Indenture equally and proportionately with any and all other Securities of such
series duly issued hereunder. 

The provisions of this
Section 2.9 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 wrongfully taken Securities. 

Section 2.10. Outstanding
Securities. Securities
outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those paid
pursuant to Section
2.9 and those described in this
Section 2.10 as not outstanding. A Security ceases to be
outstanding in the event the Company or a Subsidiary of the Company holds the
Security, provided, however, that (i) for
purposes of determining which are outstanding for consent or voting purposes
hereunder, the provisions of Section 11.6 shall apply
and (ii) in determining whether the Trustee shall be protected in making a
determination whether the Holders of the requisite principal amount of
outstanding Securities are present at a meeting of Holders of Securities for
quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Securities
which a Trust Officer of the Trustee actually knows to be held by the Company or
an Affiliate of the Company shall not be considered outstanding. 

If a Security is replaced
pursuant to Section
2.9, it ceases to be outstanding
unless the Trustee and the Company receive proof satisfactory to them that the
replaced Security is held by a protected purchaser. 

If the Paying Agent segregates
and holds in trust, in accordance with this Indenture, on a Redemption Date or
maturity date money sufficient to pay all amounts and Additional Amounts, if
any, payable on that date with respect to the Securities (or portions thereof)
to be redeemed or maturing, as the case may be, and the Paying Agent is not
prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture, then on and after that date such Securities (or
portions thereof) cease to be outstanding and interest on them ceases to accrue.


Section 2.11. Cancellation. The Company
at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Securities surrendered for registration
of transfer, exchange, payment or cancellation and dispose of such Securities in
accordance with its internal policies (subject to the record retention
requirements of the Exchange Act), and certification of their cancellation shall
be delivered to the Company promptly upon receipt by the Trustee of a Company
Request. The Company may not issue new Securities to replace Securities it has
paid or delivered to the Trustee for cancellation for any reason other than in
connection with a transfer or exchange. 

19









Section 2.12. Payment of
Interest; Defaulted Interest.
Unless otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series, interest and Additional
Amounts, if any, on any Security of such series 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 such Security (or one or more predecessor
Securities) is registered at the close of business on the regular record date
for such interest at the office or agency of the Company maintained for such
purpose pursuant to Section
2.8. 

Unless otherwise provided as
contemplated by Section
2.1 with respect to the
Securities of any series, any interest and Additional Amounts, if any, on any
Security of such series which is payable, but is not paid when the same becomes
due and payable and such nonpayment continues for a period of 30 days shall
forthwith cease to be payable to the Holder on the regular record date, and such
defaulted interest and (to the extent lawful) interest on such defaulted
interest at the rate provided for in the Securities therefor (such defaulted
interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Company, at its election
in each case, as provided in clause (a) or (b) below: 

(a) The Company may elect to make
payment of any Defaulted Interest to the Persons in whose names the Securities
(or their respective predecessor Securities) are registered at the close of
business on a Special Record Date (as defined below) for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Security and the date (not less than 30 days after such
notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest,
which date shall be not more than 15 days and not less than 10 days prior to the
Special Interest Payment Date and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date, and in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date and Special Interest Payment Date therefor
to be given in the manner provided for in Section 11.2, 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 and Special Interest
Payment Date therefor having been so given, such Defaulted Interest shall be
paid on the Special Interest Payment Date to the Persons in whose names the
Securities (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 (b). 

20







(b) The Company may make payment
of any Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities 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. 

(c) The Trustee shall not at any
time be under any duty or responsibility to any Holder to determine the
Defaulted Interest, or with respect to the nature, extent, or calculation of the
amount of Defaulted Interest owed, or with respect to the method employed in
such calculation of the Defaulted Interest. 

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

Section 2.13. Temporary
Securities. Until definitive
Securities of any series are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities of such series. Temporary
Securities shall be substantially in the form of definitive Securities, but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities. Until
so exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities. 

Section 2.14. Persons Deemed
Owners. The Company, the Trustee,
any Agent and any authenticating agent may treat the Person in whose name any
Security is registered as the owner of that Security for the purpose of
receiving payments of principal of, premium (if any) or interest on, or any
Additional Amounts with respect to, that Security and for all other purposes.
None of the Company, the Trustee, any Agent or any authenticating agent shall be
affected by any notice to the contrary. 

Section 2.15. Computation of
Interest. Except as otherwise
provided as contemplated by Section 2.1 with respect
to the Securities of any series, interest on the Securities shall be computed on
the basis of a 360-day year of twelve 30-day months. 


21







Section 2.16. Global
Securities; Book-Entry Provisions. If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.1, then,
notwithstanding clause
(11) of Section 2.1 and the provisions of Section 2.2, any such
Global Security shall represent those of the outstanding Securities of that
series as shall be specified therein and may provide that it shall represent the
aggregate amount of outstanding Securities of that series from time to time
endorsed thereon and that the aggregate amount of outstanding Securities of that
series represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, transfers or redemptions. Any endorsement of
a Global Security to reflect the amount, or any increase or decrease in the
amount, of outstanding Securities of that series represented thereby shall be
made by the Trustee (i) in such manner and upon instructions given by such
Person or Persons as shall be specified in that Security or in a Company Order
to be delivered to the Trustee pursuant to Section 2.4 or (ii) otherwise in accordance with written instructions or such other
written form of instructions as is customary for the Depositary for that
Security, from that Depositary or its nominee on behalf of any Person having a
beneficial interest in that Global Security. Subject to the provisions of
Section 2.4 and, if applicable, Section 2.13, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon written instructions
given by the Person or Persons specified in that Security or in the applicable
Company Order. With respect to the Securities of any series that are represented
by a Global Security, the Company authorizes the execution and delivery by the
Depositary appointed with respect to that Global Security. Any Global Security
may be deposited with the Depositary or its nominee, or may remain in the
custody of the Trustee or the Security Custodian therefor pursuant to a FAST
Balance Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Company Order has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 11.5 and need not be accompanied by an Opinion of
Counsel. 

Members of, or participants
in, the Depositary (“Agent
Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf by
the Depositary, or the Trustee or the Security Custodian as its custodian, or
under that Global Security, and the Depositary may be treated by the Company,
the Trustee or the Security Custodian and any agent of the Company, the Trustee
or the Security Custodian as the absolute owner of that Global Security for all
purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of
a Global Security of any series may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action that a Holder of Securities of that series is
entitled to take under this Indenture or the Securities of that series and (ii)
nothing herein shall prevent the Company, the Trustee or the Security Custodian
or any agent of the Company, the Trustee, or the Security Custodian from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or shall impair, as between the Depositary and its Agent Members,
the operation of customary practices governing the exercise of the rights of a
beneficial owner of any Security. 

Notwithstanding
Section 2.8, and except as otherwise provided pursuant to
Section 2.1, transfers of a Global Security shall be limited
to transfers of that Global Security in whole, but not in part, to the
Depositary, its successors or their respective nominees. Interests of beneficial
owners in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary. Securities of any series shall be transferred to
all beneficial owners of a Global Security of that series in exchange for their
beneficial interests in that Global Security if, and only if, either (1) the
Depositary notifies the Company that it is unwilling or unable to continue as
depositary for such Global Security or the Depositary ceases to be a clearing
agency registered under the Exchange Act, at a time when the Depositary is
required to be so registered in order to act as depositary, and, in either case,
a successor depositary is not appointed by the Company within 90 days of such
notice, (2) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of definitive Securities or (3) a Default or Event
of Default has occurred and is continuing with respect to the Securities.


22







In connection with any
transfer of a portion of the beneficial interests in a Global Security to
beneficial owners pursuant to this Section 2.16, the
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute and the Trustee on receipt of a Company Order for the
authentication and delivery of Securities shall authenticate and deliver, one or
more Securities of the same series of like tenor and amount. 

In connection with the
transfer of all the beneficial interests in a Global Security of any series to
beneficial owners pursuant to this Section 2.16, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the Global Security, an equal aggregate principal amount
of Securities of that series of authorized denominations. 

Neither the Company, nor the
Trustee will have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, Securities by the Depositary, or
for maintaining, supervising or reviewing any records of the Depositary relating
to those Securities, or for any other actions taken or not taken by the
Depositary. Neither the Company nor the Trustee shall be liable for any delay by
the related Global Security Holder or the Depositary in identifying the
beneficial owners, and each such Person may conclusively rely on, and shall be
protected in conclusively relying on, instructions from that Global Security
Holder or the Depositary for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the
Securities to be issued). 

The provisions of the last
sentence of the third paragraph of Section 2.4 shall apply to
any Global Security if that Global Security was never issued and sold by the
Company and the Company delivers to the Trustee the Global Security together
with written instructions (which need not comply with Section 11.5 and need not be accompanied by an Opinion of
Counsel) with regard to the cancellation or reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated
by the last sentence of the third paragraph of Section 2.4. 

Notwithstanding the provisions
of Sections 2.3 and
2.12, unless otherwise specified
as contemplated by Section
2.1 with respect to Securities of
any series, payment of principal of and premium (if any) and interest on and any
Additional Amounts with respect to any Global Security shall be made to the
Person or Persons specified therein. 

Section 2.17. CUSIP Numbers,
Etc. The Company in issuing the
Securities of any series may use CUSIP numbers (if then generally in use) and,
if so, the Trustee shall use CUSIP, ISIN and Common Code numbers in notices of
redemption as a convenience to Holders of Securities of such series;
provided, however, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities of such series or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities of such series, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company shall promptly notify the Trustee in writing of any change in the
CUSIP, ISIN and Common Code numbers. 

23







Section 2.18. Original Issue
Discount and Foreign-Currency Denominated Securities. In determining whether the Holders of the
required principal amount of outstanding Securities have concurred in any
direction, amendment, supplement, waiver or consent, unless otherwise provided
as contemplated by Section
2.1 with respect to the
Securities of any series, (a) the principal amount of an Original Issue Discount
Security of such series shall be the principal amount thereof that would be due
and payable as of the date of that determination upon acceleration of the
Maturity thereof pursuant to Section 6.2, and (b) the
principal amount of a Security of such series denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Company by reference to the
noon buying rate in The City of New York for cable transfers for that currency,
as that rate is certified for customs purposes by the Federal Reserve Bank of
New York (the “Exchange
Rate”) on the date of original
issuance of that Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent, as determined by the
Company by reference to the Exchange Rate on the date of original issuance of
that Security, of the amount determined as provided in (a) above), of that
Security. 

ARTICLE III 

Covenants 

Section 3.1. Payment of
Securities. The Company shall
promptly pay no later than 10:00 a.m. New York City time the principal of,
premium, if any, on, and interest and Additional Amounts, if any, on the
Securities on the dates and in the manner provided in the Securities and in this
Indenture. Principal, premium, if any, interest and Additional Amounts, if any,
shall be considered paid on the date due if on such date the Trustee or the
Paying Agent holds in accordance with this Indenture immediately available funds
sufficient to pay all principal, premium and interest and Additional Amounts, if
any, then due and the Trustee or Paying Agent, as the case may be, is not
prohibited from paying money to the Holders on that date pursuant to the terms
of this Indenture. 

The Company shall pay interest
on overdue principal at the rate specified therefor in the Securities, and it
shall pay interest on overdue installments of interest at the same rate to the
extent lawful. 

Notwithstanding anything to
the contrary contained in this Indenture, the Company may, to the extent it is
required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal or interest payments
hereunder. 

Section 3.2. Reports. So long as the
Securities of any series are outstanding, the Company shall: 

(1) furnish to the Trustee, within 15 days after the Company files the same
with the SEC, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
from time to time by rules and regulations prescribe) which the Company files
with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act;
provided, however, that any such information, document or report filed with the
SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR)
system or any successor thereto shall be deemed to be filed with the Trustee;
provided, however, that the Trustee shall have no responsibility whatsoever to
determine whether such filing has occurred; and

(2)
comply with the other provisions of TIA § 314(a).  

24 







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

Section 3.3. Maintenance of
Office or Agency. The Company
will maintain in the United States of America an office or agency for any series
of Securities where such Securities may be presented or surrendered for payment,
where, if applicable, the Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The designated corporate trust office of the Trustee at the address
of the Trustee specified in Section 11.2 hereof, or
such other address as the Trustee may designate from time to time by notice to
the Holders and the Company, or the designated corporate trust office of any
successor Trustee, or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company (the “Corporate Trust Office”) shall be such office or agency of the Company,
unless the Company shall designate and maintain some other office or agency for
one or more of such purposes. The Company will give prompt written notice to the
Trustee of 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 and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands. 

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

Section 3.4. Corporate
Existence. Subject to
Article IV, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence. This Section
3.4 shall not prohibit or
restrict the Company from converting into a different form of legal entity.


25







Section 3.5. 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 3.6. 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 in
excess of $250,000 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 in excess of $250,000 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 3.7. Limitation on
Liens. (a) The Company will not,
and will not permit any Restricted Subsidiary to, issue, assume or guarantee any
Indebtedness secured by any mortgage, security interest, pledge, lien or other
encumbrance (such mortgages, security interests, pledges, liens and other
encumbrances being hereinafter called a “Mortgage” or “Mortgages”) upon any
Operating Property or Operating Asset of the Company or any Restricted
Subsidiary, whether such Operating Property or Operating Asset is now owned or
hereafter acquired, without in any such case effectively providing concurrently
with the issuance, assumption or guarantee of any such Indebtedness that the
Securities (together with, if the Company shall so determine, any other
Indebtedness ranking equally with such Securities other than Securities not
having the benefit of this provision) shall be secured equally and ratably with
such Indebtedness; provided, however, that the foregoing restrictions shall not prevent, restrict or apply
to: 

(a) (A) the giving, simultaneous with or within 180 days after the later of
(1) the acquisition or completion of construction or completion of substantial
reconstruction, renovation, remodeling, expansion or improvement (each a
“substantial improvement”) of such property, or (2) the placing in operation of
such property after the acquisition or completion of any such construction or
substantial improvement, of any purchase money Mortgage on such property
(including security for inventory financing in the ordinary course of business
and vendors’ rights under purchase contracts under an agreement whereby title is
retained for the purpose of securing the purchase price thereof) whether
occurring prior to or after the date of this Indenture, or (B) the acquiring
hereafter of property not theretofore owned by the Company or such Restricted
Subsidiary subject to any then existing Mortgage securing Indebtedness (whether
or not assumed), including, in each case, Indebtedness incurred for
reimbursement of funds previously expended for any such purpose; provided,
however, that, in each case, (y) such Mortgage is limited to any or all of (1)
such acquired or constructed property or substantial improvement (including
accretions thereto), (2) the real property on which any construction or
substantial improvement occurs or (3) with respect to distribution centers, any
equipment used directly in the operation of, or the business conducted on, the
real property on which any construction or substantial improvement occurs, and
(z) the total amount of the Indebtedness secured by such Mortgage, together with
all other Indebtedness to Persons other than the Company or a Restricted
Subsidiary secured by Mortgages on such Mortgaged property, shall not exceed the
lesser of (A) the total cost of such Mortgaged property, including any such
construction or substantial improvement, to the Company or a Restricted
Subsidiary or (B) the fair market value thereof immediately following the
acquisition, construction or substantial improvement thereof by the Company or a
Restricted Subsidiary; 

26







(b) the giving by the Company or a Restricted Subsidiary of a Mortgage on
real property or, with respect to distribution centers, on equipment used
directly in the operation of, or the business conducted on, such real property
which is the sole security for Indebtedness (1) incurred within three years
after the latest of (A) the date of issuance of the first Series of Securities
hereunder, (B) the date of acquisition of such real property or (C) the date of
completion of construction or substantial improvement made thereon, (2) incurred
for the purpose of reimbursing itself for the cost of acquisition and/or cost of
improvement of such real property and equipment, (3) the amount of which does
not exceed the lesser of the aggregate cost of such real property, improvements
and equipment or the fair market value thereof, and (4) the holder of which
shall be entitled to enforce payment of such Indebtedness solely by resorting to
the security therefor, without any liability on the part of the Company or such
Restricted Subsidiary for any deficiency; 

(c) Any Mortgage (1) existing on the date of this Indenture, (2) on the
assets of a Restricted Subsidiary existing on the date it became a Subsidiary or
(3) on the assets of a Subsidiary that is newly designated as a Restricted
Subsidiary, if such Mortgage would have been permitted under this Section 3.7(a)
if such Mortgage was created while such Subsidiary was a Restricted Subsidiary;


(d) Any Mortgage given in favor of the Company or any Restricted Subsidiary;


(e) Any Mortgage given as security for the Indebtedness issued hereunder; or


27







(f) Any Mortgage incurred in connection with any refinancing, extension,
renewal or replacement of Indebtedness secured by a Mortgage permitted under
clauses (i) to (v) above; provided, that the
principal amount of the extended, renewed, refinanced or replaced Indebtedness
does not exceed the principal amount of the Indebtedness so refinanced,
extended, renewed or replaced, plus transaction costs and fees, and that such
Mortgage applies only to the same property or assets subject to the prior
permitted Mortgage (and, in the case of real property improvements). 

(b) Notwithstanding the
provisions of subsection (a) of this Section 3.7, the Company or any Restricted
Subsidiary may, in addition to Mortgages permitted by subsection (a) of this
Section 3.7, create or assume and renew, extend or replace Mortgages which would
otherwise be subject to such subsection (a), provided that at the time of such
creation, assumption, renewal, extension or replacement, and after giving effect
thereto, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.


Section 3.8. Limitation on
Sale and Leaseback Transactions.


(a) Without equally and ratably
securing the Securities (together with, if the Company so determines, any other
Indebtedness ranking equally with the Securities), the Company will not, nor
will it permit any Restricted Subsidiary to, enter into any arrangement with any
Person providing for the leasing by the Company or any Restricted Subsidiary of
any Operating Property or Operating Asset now owned or hereafter acquired that
has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person with the intention of taking back a lease of such
property (a “Sale and Leaseback Transaction”) unless the terms of such sale or
transfer have been determined by the Board of Directors to be fair and arms’
length and (i) within 180 days after the receipt of the proceeds of such sale or
transfer, the Company or such Restricted Subsidiary applies an amount equal to
the greater of the net proceeds of such sale or transfer or the fair value of
such Operating Property or Operating Asset at the time of such sale or transfer
to the prepayment or retirement (other than any mandatory prepayment or
retirement) of Senior Funded Debt of the Company or any Restricted Subsidiary,
or (ii) the Company or such Restricted Subsidiary would be entitled, at the
effective date of such sale or transfer, to incur Indebtedness secured by a
Mortgage on such Operating Property or Operating Asset, in an amount at least
equal to the Attributable Debt in respect thereof, without equally and ratably
securing the Securities pursuant to the provisions of Section 3.7, above. The
foregoing restriction shall not apply to any Sale and Leaseback Transaction for
a term of not more than three years including renewals, (x) any Sale and
Leaseback Transaction with respect to Operating Property and, with respect to
distribution centers, equipment used directly in the operation of, or the
business conducted on, such Operating Property) if a binding commitment is
entered into with respect to said Sale and Leaseback Transaction within three
years after the latest of (1) the date of issuance of the first Series of
Securities hereunder or (2) the date when such Operating Property was acquired
(as the term “acquired” is used in the definition of Operating Property), any
Sale and Leaseback Transaction with respect to Operating Assets if a binding
commitment with respect thereto is entered into within 180 days after the later
of the date such property was acquired and, if applicable, the date such
property was first placed in operation, or (z) any Sale and Leaseback
Transaction between the Company and any Restricted Subsidiary or between
Restricted Subsidiaries provided that the lessor shall be the Company or a
Wholly Owned Restricted Subsidiary. 

28







(b) Notwithstanding the
provisions of subsection (a) of this Section 3.8, the Company or any Restricted
Subsidiary may, in addition to Sale and Leaseback Transactions permitted by
subsection (a) of this Section 3.8, enter into Sale and Leaseback Transactions
without any obligation to retire any Senior Funded Debt of the Company or a
Restricted Subsidiary; provided that, at the time of entering into such Sale and
Leaseback Transactions, and after giving effect thereto, Exempted Debt does not
exceed 10% of Consolidated Net Tangible Assets. 

Section 3.9. Limitations
Upon Permitting Restricted Subsidiaries to become Unrestricted Subsidiaries and Unrestricted Subsidiaries to become
Restricted Subsidiaries.

(a) The Company will not permit
any Restricted Subsidiary to be designated as or otherwise to become an
Unrestricted Subsidiary unless immediately after such Restricted Subsidiary
becomes an Unrestricted Subsidiary, such Unrestricted Subsidiary will not own,
directly or indirectly, any capital stock of any other Restricted Subsidiary or
any Mortgage on property of any other Restricted Subsidiary. 

(b) The Company will not permit
any Unrestricted Subsidiary that has previously been a Restricted Subsidiary to
be designated as a Restricted Subsidiary unless such Unrestricted Subsidiary
shall not, at any time after it ceased to be a Restricted Subsidiary, have
participated in any Sale and Leaseback Transaction involving any Operating
Property or Operating Asset owned by such Subsidiary, the Company or any
Restricted Subsidiary (other than in a transaction permitted under Section 3.8
for such Subsidiary if it had been a Restricted Subsidiary at the time), unless
the Operating Property or Operating Asset involved in such transaction shall no
longer be leased by the Company or any Restricted Subsidiary or such Subsidiary
or shall be owned by the Company or a Wholly Owned Restricted Subsidiary;


(c) Promptly after the adoption
of any Board Resolution designating a Restricted Subsidiary as an Unrestricted
Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary, or the
making of an election by duly authorized Officers of the Company to effect any
such designation, a copy of such Board Resolution or a written statement as to
such designation signed by such Officers shall be filed with the Trustee,
together with an Officers’ Certificate stating that the provisions of this
Section 3.9 have been complied with in connection with such designation, and, in
case of the designation of a Restricted Subsidiary as an Unrestricted
Subsidiary, setting forth the name of each other Subsidiary (if any) that has
become an Unrestricted Subsidiary as a result of such designation. 

Section 3.10. Compliance
Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers’ Certificate, one of the signatories of which shall be the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default or Event of Default and whether or not the signers
know of any Default or Event of Default that occurred during such period. If
they do, the certificate shall describe the Default or Event of Default, its
status and what action the Company is taking or proposes to take with respect
thereto. The Company also shall comply with TIA § 314(a)(4). 

29







Section 3.11. Statement by
Officers as to Default. So long
as Securities of any series are outstanding, the Company shall deliver to the
Trustee, as soon as possible and in any event within 5 Business Days after the
Company becomes aware of the occurrence of any Event of Default or Default with
respect to that series an Officers’ Certificate setting forth the details of
such Event of Default or Default and the action which the Company is taking or
proposes to take in respect thereof. 

Section 3.12. Additional
Amounts. If the Securities of a
series expressly provide for the payment of Additional Amounts, the Company will
pay to the Holder of any Security of that series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or the net proceeds received from the sale or
exchange of any Security of any series, that mention shall be deemed to include
mention of the payment of Additional Amounts provided for in this
Section 3.7 to the extent that, in that context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section
3.7, 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
that express mention is not made. 

Unless otherwise provided
pursuant to Section
2.1 with respect to Securities of
any series, if the Securities of a series provide for the payment of Additional
Amounts, at least ten days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least ten days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers’ Certificate, the
Company shall 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 that
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then that Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on those payments
to those Holders of Securities, and the Company will pay to that Paying Agent
the Additional Amounts required by 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
3.7. 

Section 3.13. Calculation of
Original Issue Discount. If the
Securities are issued with original issue discount, the Company shall file with
the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year
and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time. 


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ARTICLE IV 

Successors 

Section 4.1. Merger,
Consolidation or Sale of Assets.
The Company shall not consolidate or combine with or merge with or into or,
directly or indirectly, sell, assign (excluding any assignment
solely as collateral for security purposes under a credit facility but not any
outright assignment upon the foreclosure of any such collateral), convey, lease,
transfer or otherwise dispose of all or substantially all of its assets to any
Person or Persons in a single transaction or through a series of related
transactions, unless: 

(1) the Company shall be the
successor or continuing Person or, if the Company is not the successor or
continuing Person, the resulting, surviving or transferee Person (the
“Surviving Entity”) is a company organized and existing under the
laws of the United States, any State thereof or the District of Columbia that
expressly assumes all of the Company’s obligations under the Securities and this
Indenture pursuant to a supplement hereto executed and delivered to the Trustee;


(2) immediately after giving
effect to such transaction or series of related transactions, no Event of
Default has occurred and is continuing; and 

(3) the Company or the Surviving
Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion
of Counsel stating that the transaction or series of related transactions and
any supplement hereto complies with the terms of this Indenture and constitutes
the legal, valid and binding obligation of the Company or the Surviving Entity,
enforceable against it in accordance with its terms. 

If any consolidation or merger
or any sale, assignment, conveyance, lease, transfer or other disposition of all
or substantially all of its assets occurs in accordance with the terms hereof,
the Surviving Entity 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 Surviving Entity had been named as the Company. The Company shall
(except in the case of a lease) be discharged from all obligations and covenants
under this Indenture and any Securities issued hereunder, and may be liquidated
and dissolved. 

ARTICLE V 

Redemption of
Securities 

Section 5.1. Applicability
of Article. Redemption of
Securities at the election of the Company or otherwise, as permitted or required
by any provision of this Indenture, shall be made in accordance with such
provision and (except as otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series) this Article V.

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Section 5.2. Election to
Redeem; Notice to Trustee. In
case of any redemption of any series of Securities at the election of the
Company, the Company shall notify the Trustee in writing at least 45 days prior
to such Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee) and of the principal amount of Securities to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities of such series to be redeemed pursuant to
Section 5.3. 

Section 5.3. Selection by
Trustee of Securities to Be Redeemed. If fewer than all of the Securities of any series are to be redeemed at
any time, the Trustee will, subject to applicable law, select Securities of any
series for redemption as follows: 

(1) if the Securities are listed
on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Securities are listed; or


(2) if the Securities are not
listed on any national securities exchange, in accordance with the procedures of
DTC. 

Section 5.4. Notice of
Redemption. Notice of redemption
shall be given in the manner provided for in Section 11.2 not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, except that
redemption notices may be given more than 60 days prior to a Redemption Date if
such notice is issued in connection with a defeasance of the Securities or a
satisfaction and discharge of this Indenture. Notice of any redemption may, at
the Company’s discretion, be subject to one or more conditions precedent. The
Trustee shall give notice of redemption in the Company’s name and at the
Company’s expense; provided, however, that the Company shall deliver to the Trustee, at least 45 days prior
to the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), an Officers’ Certificate requesting that the Trustee give such notice
at the Company’s expense and setting forth the information to be stated in such
notice as provided in the following items. 

All notices of redemption
shall state: 

(1) the Redemption Date;


(2) the redemption price and the
amount of accrued interest and Additional Amounts, if any, to the Redemption
Date payable as provided in Section 5.6; 

(3) if less than all outstanding
Securities are to be redeemed, the identification of the particular Securities
(or portion thereof) to be redeemed, as well as the aggregate principal amount
of Securities to be redeemed and the aggregate principal amount of Securities to
be outstanding after such partial redemption; 

(4) in case any Securities are is
to be redeemed in part only, the notice which relates to such Securities shall
state that on and after the Redemption Date, upon surrender of such Securities,
the Holder will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining
unredeemed; 

32







(5) that on the Redemption Date the redemption price (and accrued interest,
if any, to the Redemption Date payable as provided in Section 5.6) will become due and payable upon each such Security, or the portion
thereof, to be redeemed, and, unless the Company defaults in making the
redemption payment, that interest and Additional Amounts, if any, on Securities
(or the portions thereof) called for redemption will cease to accrue on and
after said date; 

(6) the place or places where such Securities are to be surrendered for
payment of the Redemption Price and accrued interest, if any; 

(7) the name and address of the Paying Agent; 

(8) that Securities called for redemption (other than a Global Security) must
be surrendered to the Paying Agent to collect the redemption price; 

(9) the CUSIP, ISIN or Common Code number, and may state that no
representation is made as to the accuracy or correctness of the CUSIP, ISIN or
Common Code number, if any, listed in such notice or printed on the Securities;
and 

(10) the section of this Indenture and the paragraph of the Securities
pursuant to which the Securities are to be redeemed. 

Any redemption and notice
thereof pursuant to this Indenture may, in the Company’s discretion, be subject
to the satisfaction of one or more conditions. 

Section 5.5. Deposit of
Redemption Price. Not later than
10:00 a.m. New York City time on the 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 2.6) an amount of money sufficient to pay the redemption price of, and
accrued interest and Additional Amounts, if any, on, all the Securities which
are to be redeemed on that date. 

Section 5.6. Securities
Payable on Redemption Date.
Notice of redemption having been given as aforesaid, unless the notice of
redemption is subject to one or more conditions precedent which have not been
satisfied, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the redemption price therein specified (together with
accrued and unpaid interest and Additional Amounts, if any, to the Redemption
Date), and from and after such date (unless the Company shall default in the
payment of the redemption price and accrued interest and Additional Amounts, if
any) such Securities shall cease to bear interest and Additional Amounts, if
any. Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the redemption price,
together with accrued and unpaid interest and Additional Amounts, if any, to the
Redemption Date (subject to the rights of Holders of record on the relevant
record date to receive interest and Additional Amounts, if any, due on an
interest payment date that is on or prior to the Redemption
Date). 

33







If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest and Additional
Amounts, if any, from the Redemption Date at the rate borne by the Securities.


Section 5.7. Securities
Redeemed in Part. Any Security
which is to be redeemed only in part (pursuant to the provisions of this
Article V) shall be surrendered at the office or agency of
the Company maintained for such purpose pursuant to Section 2.5 (with, if the Company or the Trustee so require, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder of such Security at
the expense of the Company, a new Security or Securities, of any authorized
denomination as requested by such Holder, in an aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so surrendered, provided that each such
new Security will be in a principal amount of $1,000 or integral multiple
thereof. No Securities of $1,000 or less may be redeemed in part. 

ARTICLE VI 

Defaults and
Remedies 

Section 6.1. Events of
Default. Unless either
inapplicable to a particular series or specifically deleted or modified in or
pursuant to the supplemental indenture, Board Resolution, Officers’ Certificate
or Company Order establishing such series of Securities or in the form of
Security for such series, each of the following constitutes an “Event of
Default,” wherever used herein with respect to Securities of any series:


(1) the failure to pay any
installment of interest or any Additional Amounts on any Security of that series
when the same becomes due and payable and the default continues for a period of
30 days; 

(2) the failure to pay the
principal of or any premium on any Security of that series, when such principal
becomes due and payable, at maturity, upon redemption or otherwise; 

(3) a default in the observance
or performance of any other covenant or agreement contained in this Indenture
applicable to the Securities of that series or in the Securities of that series
which default continues for a period of 60 days after the Company receives
written notice specifying the default (and demanding that such default be
remedied) from the Trustee or the Holders of at least 25% of the outstanding
principal amount of the Securities of that series (except in the case of a
default with respect to Section 4.1, which will constitute an Event of Default
with such notice requirement but without such passage of time requirement);


34







(4) the failure to pay at final maturity (giving effect to any applicable
grace periods and any extensions thereof) the stated principal amount of any
Indebtedness of the Company or any Restricted Subsidiary of the Company, or the
acceleration of the final stated maturity of any such Indebtedness (which
acceleration is not rescinded, annulled or otherwise cured within 30 days of
receipt by the Company or such Restricted Subsidiary of notice of any such
acceleration) if the aggregate principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal at final stated maturity or which has been accelerated (in each
case with respect to which the 30-day period described above has elapsed),
aggregates $25.0 million or more at any time; 

(5) one or more judgments in an aggregate amount in excess of $25.0 million
shall have been rendered against the Company or any of its Restricted
Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a
period of 30 days after such judgment or judgments become final and
non-appealable; 

(6) the Company or any Subsidiary of the Company: 

(i) commences a voluntary case under any Bankruptcy Law, 

(ii) consents to the entry of an order for relief against it in an involuntary
case, 

(iii) consents to the appointment of a custodian or receiver of it or for all
or substantially all of its property, 

(iv) makes a general assignment for the benefit of its creditors, or


(v) admits in writing its inability to pay its debts as they become due; or


(7) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 

(i) is for relief in an involuntary case against the Company or any
Subsidiary of the Company; 

(ii) appoints a custodian or receiver of the Company or any Subsidiary or for
all or substantially all of the property of any of the foregoing; 

(iii) orders the liquidation of the Company or any of its Subsidiaries; and the
order or decree remains unstayed and in effect for 60 consecutive days;


35







(8) the Company fails to deposit any sinking fund payment, when due, in
respect of any Security of that series; or 

(9) any other Event of Default provided in or pursuant to this Indenture with
respect to Securities of that series. 

Section 6.2. Acceleration. Except as
otherwise provided as contemplated by Section 2.1
with respect to the Securities of such series, if any Event of Default with
respect to any Securities of such series at the time outstanding (other than
those of the type described in clause (6) or (7) of Section 6.1) occurs and is
continuing, the Trustee may, and at the written direction of the Holders of at
least 25% in aggregate principal amount of outstanding Securities of such series
shall, declare the principal of all the Securities of that series, together with
all accrued and unpaid interest and Additional Amounts, if any, and premium, if
any, to be due and payable immediately by notice in writing to the Company and
the Trustee specifying the respective Event of Default and that such notice is a
notice of acceleration, and the same shall become immediately due and payable.


Except as otherwise provided
as contemplated by Section
2.1 with respect to the Securities of any series, in
the case of an Event of Default with respect to such series specified in
clause (6) or (7) of Section 6.1 hereof, all outstanding Securities of such series shall become due and
payable immediately without further action or notice by the Trustee or the
Holders. Holders may not enforce this Indenture or the Securities except as
provided in this Indenture. 

Except as otherwise provided
as contemplated by Section
2.1 with respect to the
Securities of any series, at any time after a declaration of acceleration with
respect to the Securities of such series, the Holders of a majority in principal
amount of the Securities of that series then outstanding (by written notice to
the Trustee) may, on behalf of the Holders of all the Securities of that series,
rescind and cancel such declaration and its consequences if: 

(1) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction; 

(2) all existing Defaults and Events of Default with respect to Securities of
that series have been cured or waived except nonpayment of principal of or
interest on the Securities of that series that has become due solely by reason
of such declaration of acceleration; 

(3) to the extent the payment of such interest is lawful, interest (at the
same rate specified in the Securities of such series) on overdue installments of
interest and Additional Amounts, if any, and overdue payments of principal which
has become due otherwise than by such declaration of acceleration has been paid;


(4) the Company has paid the Trustee its compensation and reimbursed the
Trustee for its expenses, disbursements and advances; and 

(5) in the event of the cure or waiver of an Event of Default of the type
described in clause
(6) or (7)
of Section 6.1, the Trustee
has received an Officers’ Certificate and
Opinion of Counsel that such Event of Default has been cured or
waived.   

36







Section 6.3. Other
Remedies. If an Event of Default
with respect to any series occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of (or premium, if any) or
interest or Additional Amounts, if any, on the Securities of such series or to
enforce the performance of any provision of the Securities of such series or
this Indenture with respect to such series. 

The Trustee may maintain a
proceeding even if it does not possess any of the Securities or does not produce
any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative. 

Section 6.4. Waiver of Past
Defaults. Except as otherwise
provided as contemplated by Section 2.1 with respect
to the Securities of any series, the Holders of a majority in principal amount
of the then outstanding Securities of such series by written notice to the
Trustee may, on behalf of the Holders of all the Securities of such series, (a)
waive, by their consent (including, without limitation consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Securities
of such series), an existing Default or Event of Default, with respect to such
series and its consequences or compliance with any provisions except (i) a
Default or Event of Default in the payment of the principal of, or premium, if
any, or interest or Additional Amounts, if any, on a Security of such series or
(ii) a Default or Event of Default in respect of a provision that under
Section 9.2 cannot be amended without the consent of each
Holder affected and (b) rescind any such acceleration with respect to the
Securities of such series and its consequences if rescission would not conflict
with any judgment or decree of a court of competent jurisdiction. When a Default
or Event of Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
consequent right. 

Section 6.5. Control by
Majority. With respect to
Securities of any series, the Holders of a majority in principal amount of the
outstanding Securities of such series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Sections
7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of the
other Holders or would involve the Trustee in personal liability. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action. 

Section 6.6. Limitation on
Suits. Subject to Section 6.7, a Holder of a Security of any series may not pursue any remedy with
respect to this Indenture or the Securities of such series unless: 

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

37







(2) Holders of at least 25% in aggregate principal amount of the outstanding
Securities of such series have requested in writing that the Trustee pursue the
remedy; 

(3) such Holders have offered to the Trustee security or indemnity
satisfactory to it against any loss, liability or expense; 

(4) the Trustee has not complied with such request within 60 days after
receipt of the request and the offer of security or indemnity; and 

(5) the Holders of a majority in principal amount of the outstanding
Securities of such series have not given the Trustee a direction that, in the
opinion of the Trustee, is inconsistent with such request within such 60-day
period. 

A Holder may not use this
Indenture to prejudice the rights of another Holder or to obtain a preference or
priority over another Holder (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders). 

Section 6.7. Rights of
Holders to Receive Payment.
Notwithstanding any other provision of this Indenture (including, without
limitation, Section
6.6), the right of any Holder to
receive payment of principal of, premium (if any) or interest or Additional
Amounts, if any, when due on the Securities held by such Holder, on or after the
respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder. 

Section 6.8. Collection Suit
by Trustee. If an Event of
Default specified in clauses
(1) or (2) of Section
6.1 occurs and is continuing with
respect to Securities of any series, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the whole amount
then due and owing (together with interest on any unpaid interest to the extent
lawful) with respect to such series and the amounts provided for in
Section 7.7. 

Section 6.9. Trustee May
File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders allowed
in any judicial proceedings relative to the Company, its Subsidiaries or its or
their respective creditors or properties and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.7. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder, or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.

38











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

     FIRST: to the Trustee and its counsel for amounts due
under this Indenture, including payment of all compensation, expenses and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

     SECOND: to Holders for amounts due and unpaid on the
Securities in respect of which or for the benefit of which such money has been
collected, for principal, premium, if any, and interest and Additional Amounts,
if any, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal, premium, if any, and
interest and Additional Amounts, if any, respectively; and

     THIRD: to the Company or to such other party as a court
of competent jurisdiction may direct.

     The Trustee may fix a record date and
payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the
Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.

     Section 6.11. Undertaking for Costs. In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit
by the Company, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of
the Securities of any series.

ARTICLE VII 

Trustee 

     Section 7.1. Duties
of Trustee. (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s
own affairs; provided that if an Event of Default occurs and is continuing, the
Trustee will be under no obligation to exercise the rights or powers under this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee indemnity
or security against loss, liability or expense satisfactory to the Trustee in
its sole discretion.

39 







     (b) Except during the continuance of an Event of
Default with respect to the Securities of any series:

     (1) the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and

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

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

     (1) this
paragraph does not limit the effect of paragraph (b) of this Section 7.1;

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

     (3) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to
Section 6.5.

     (d) Every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section
7.1.

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

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

     (g) No provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers.

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     (h) Every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section 7.1 and to the provisions of the TIA.

     (i) Unless otherwise specifically
provided in this Indenture, any demand, request, direction or notice from the
Company shall be sufficient if signed by an Officer of the Company.

     (j) 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 unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to it
against the costs, expenses (including reasonable attorneys’ fees and expenses)
and liabilities that might be incurred by it in compliance with such request or
direction.

     (k) In the absence of written
investment direction form the Company, all cash received by the Trustee shall be
placed in a non-interest bearing account and in no event shall Trustee be liable
for the selection of investments or for investment losses incurred thereon or
for losses incurred as a result of the liquidation of any such investment prior
to its maturity date or the failure of the party directing such investments
prior to its maturity date or the failure of the party directing such investment
to provide timely written investment direction, and the Trustee shall have no
obligation to invest or reinvest any amount held hereunder in the abase of such
written investment direction from the Company.

     (l) In the event Trustee is also
acting as Registrar, Paying Agent, or transfer agent hereunder, the rights and
protections afforded to the Trustee under this Indenture shall also be afforded
to such Registrar, Paying Agent or transfer agent.

     Section 7.2. Rights of Trustee. Subject
to Section 7.1:

     (a) The Trustee may conclusively
rely on any document (whether in its original or facsimile form) reasonably
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document.

     (b) Before the Trustee acts or
refrains from acting, it may require an Officers’ Certificate and/or an Opinion
of Counsel. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on an Officers’ Certificate and/or Opinion of
Counsel.

     (c) The Trustee may act through
its attorneys and agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.

     (d) The Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within the rights or powers conferred upon it by this
Indenture.

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

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     (f) The Trustee is not required to make any inquiry or
investigation into facts or matters stated in any 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 determines 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, in which case the Company shall
be responsible for the reasonable expenses of such investigation, or if
paid by Trustee then the Trustee shall be reimbursed by the Company upon
demand.

     (g) The Trustee is not required
to take notice and shall not be deemed to have notice of any Default or Event of
Default hereunder with respect to any series of Securities, unless a Trust
Officer of the Trustee has actual knowledge thereof or has received notice in
writing of such Default or Event of Default from the Company or the Holders of
at least 25% in aggregate principal amount of the Securities of such series then
outstanding and such notice references the Securities and this Indenture, and in
the absence of any such notice, the Trustee may conclusively assume that no such
Default or Event of Default exists.

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

     (i) In the event the Trustee
receives inconsistent or conflicting requests and indemnity from two or more
groups of Holders of Securities, each representing less than the aggregate
principal amount of Securities outstanding required to take any action
thereunder, the Trustee, in its sole discretion may determine what action, if
any, shall be taken.

     (j) The Trustee’s immunities and
protections from liability and its right to indemnification in connection with
the performance of its duties under this Indenture shall extend to the Trustee’s
officers, directors, agents, attorneys and employees and to the Trustee in each
of its capacities hereunder. Such immunities and protections and right to
indemnification, together with the Trustee’s right to compensation, shall
survive the Trustee’s resignation or removal, the discharge of this Indenture
and final payments of the Securities.

     (k) The permissive right of the
Trustee to take actions permitted by this Indenture shall not be construed as an
obligation or duty to do so.

     (l) The Trustee shall have no
duty to inquire as to the performance of the Company’s covenants
herein.

     (m) 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 may be
sufficiently evidenced by a Board Resolution.

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

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     (o) The Trustee may request that the Company deliver a
certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this
Indenture.

     Section 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent, Registrar, co-registrar or co-paying agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

     Section 7.4. Trustee’s Disclaimer. The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities, and it
shall not be responsible for any statement of the Company in this Indenture or
in any document issued in connection with the sale of the Securities or in the
Securities other than the Trustee’s certificate of authentication.

     Section 7.5. Notice of Defaults. If a
Default or Event of Default with respect to the Securities of any series occurs
and is continuing and if a Trust Officer has actual knowledge thereof, the
Trustee shall mail to each Holder of a Security of such series notice of the
Default or Event of Default within the later of 30 days after obtaining such
knowledge and 90 days after it occurs, unless the Default was already cured or
waived. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest or Additional Amounts, if any, on any
Security of any series, the Trustee may withhold the notice if it in good faith
determines that withholding the notice is in the interests of Holders of such
series.

     Section 7.6. Reports by Trustee to Holders. Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture and for so long as the Securities of any series
remain outstanding, the Trustee shall mail to each Holder of Securities of such
series a brief report dated as of such reporting date that complies with TIA §
313(a). The Trustee also shall comply with TIA § 313(b). The Trustee shall also
transmit by mail all reports required by TIA § 313(c).

     A copy of each report at the time of its
mailing to Holders of Securities of any series shall be filed with the SEC and
each stock exchange (if any) on which the Securities of such series are listed.
The Company agrees to notify promptly the Trustee in writing whenever the
Securities of any series become listed on any stock exchange and of any
delisting thereof.

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     Section
7.7. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance
of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of
preparing and reviewing reports, certificates and other documents, costs of mailing of notices to Holders, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances
of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee (and its agents, officers
and employees) against any and all losses, liabilities, damages, claims, penalties, fines or expenses (including reasonable
attorneys’ and agents’ fees and expenses) (for purposes of this Section 7.7, “losses”) incurred by
it in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses
of enforcing this Indenture (including this Section 7.7) and of defending itself
against any claims (whether asserted by any Holder, the Company or otherwise), except to the extent such losses may be attributable
to its negligence or willful misconduct as determined by a court of competent jurisdiction. The
indemnification herein shall extend to settlements. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.
The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel provided that
the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable
judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection
with such defense. The Company shall not be under any obligation to pay for any written settlement without its consent, which
consent shall not be unreasonably delayed, conditioned or withheld. The Company need not reimburse any expense incurred by the
Trustee through the Trustee’s own willful misconduct or gross negligence.

     To secure the Company’s payment
obligations in this Section
7.7, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of, interest
and Additional Amounts, if any, on particular Securities.

     The Company’s payment obligations
pursuant to this Section
7.7 shall survive the discharge
of this Indenture, the resignation or removal of the Trustee and payment in full
of the Securities. When the Trustee incurs expenses after the occurrence of a
Default specified in clauses (6)
or (7) of Section 6.1 with respect to the Company, the expenses are intended to constitute
expenses of administration under any Bankruptcy Law.

     Section 7.8. Replacement of Trustee.
The Trustee may resign at any time by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Securities of any series
may remove the Trustee with respect to the Securities of such series by so
notifying the Trustee and may appoint a successor Trustee. The Company shall
remove the Trustee if:

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

     (2) the
Trustee is adjudged bankrupt or insolvent;

     (3) a
receiver or other public officer takes charge of the Trustee or its property;
or

     (4) the
Trustee otherwise becomes incapable of acting.

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     If
the Trustee resigns or is removed by the Company or by the Holders of a majority
in principal amount of the then outstanding Securities of any series and such
Holders of such series do not reasonably promptly appoint a successor Trustee,
or if a vacancy exists in the office of the Trustee for any reason (the Trustee
in such event being referred to herein as the retiring Trustee), the Company
shall promptly appoint a successor Trustee with respect to such
series.

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

     If the Trustee with respect to the
Securities of a series fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as
provided in TIA § 310(b), any Holder who has been a bona fide Holder of a
Security of such series for at least six months may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to such series.

     In case of the appointment of a successor
Trustee with respect to all Securities, each such successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee, to the
Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, power and
duties of the retiring Trustee under this Indenture. The successor Trustee shall
mail a notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section
7.7.

     In case of the appointment of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee. Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, and 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. 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 shall have all the rights, powers and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. On request of
the Company or any successor Trustee, such retiring Trustee shall transfer to
such successor Trustee all property held by such retiring Trustee as Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates. Such retiring Trustees shall, however, have the right to deduct its unpaid fees and expenses,
including, without limitation, reasonable attorneys’ fees and expenses.

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     Notwithstanding the replacement of the Trustee pursuant to this
Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

     So long as no Event of Default, or no
event which is, or after notice or lapse of time, or both, would become, an
Event of Default, shall have occurred and be continuing, and except with respect
to a Trustee appointed by the act of the Holders of a majority in principal
amount of then outstanding Securities of any series, if the Company shall have
delivered to the Trustee (1) a Board Resolution appointing a successor Trustee,
effective as of a date specified therein, and (2) an instrument of acceptance of
such appointment, effective as of such date, by such successor Trustee, then the
Trustee shall be deemed removed, the successor Trustee shall be deemed to have
been appointed by the Company and such appointment shall be deemed to have been
accepted as contemplated, all as of such date, and all other provisions of this
Section 7.8 shall be applicable to such removal, appointment
and acceptance except to the extent inconsistent with this
subsection.

     Section 7.9. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee. The
predecessor Trustee shall have no liability for any action or inaction by any
successor Trustee.

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

     Section 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA §
310(a). The Trustee shall have a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.
The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation
of TIA § 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1)
are met.

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

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ARTICLE VIII 

Legal Defeasance and
Covenant Defeasance 

     Section 8.1. Option to Effect Legal Defeasance or Covenant
Defeasance. Unless otherwise
designated pursuant to Section
2.1(20), the Securities of any
series shall be subject to defeasance or covenant defeasance pursuant to
Section 8.2 or 8.3, in accordance with
any applicable requirements provided pursuant to Section 2.1 and upon compliance with the conditions set forth in this
Article VIII. The Company may, at its option and at any time,
elect to have either Section
8.2 or 8.3
hereof be applied to all outstanding Securities of any series so subject to
defeasance or covenant defeasance. Any such election shall be evidenced by a
Board Resolution of the Company or in another manner specified as contemplated
by Section 2.1 for such Securities.

     Section 8.2. Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2 with respect to Securities of any series, the Company shall, subject to
the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its Obligations with
respect to all outstanding Securities of such series on the date the conditions
set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the outstanding Securities with respect to such series, which
shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (a) through (e) below, and to have satisfied all its
other obligations under the Securities with respect to such series and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Securities with
respect to such series to receive, solely from the trust fund described in
Sections 8.4 and 8.5 hereof, and as more
fully set forth in such Section, payments in respect of the principal of,
premium, if any, and interest and Additional Amounts, if any, on such Securities
when such payments are due, (b) the Company’s Obligations with respect to such
Securities under Article
II and Sections 3.1 hereof, (c)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company’s obligations in connection therewith, (d) the optional redemption
provisions, if any, with respect to such Securities, and (e) this
Article VIII. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, payment of the Securities with respect to
such series may not be accelerated because of an Event of Default. Subject to
compliance with this Article
VIII, the Company may exercise
its option under this Section
8.2 notwithstanding the prior
exercise of its option under Section 8.3
hereof.

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     Section 8.3. Covenant
Defeasance. Upon the Company’s
exercise under Section
8.1 hereof of the option
applicable to this Section
8.3 with respect to Securities of
any series, the Company shall, with respect to such series of Securities,
subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from its obligations under
the covenants contained in Sections 3.2 and
3.3, with respect to the outstanding Securities of
such series on and after the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of such series shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders of such series (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Securities shall
not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect
to the outstanding Securities of such series, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1 hereof, but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby. If the Company
exercises under Section
8.1 hereof the option applicable
to this Section
8.3, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof,
payment of the Securities of such series may not be accelerated because of an
Event of Default specified in clauses (4) (with respect
to Sections 3.2 and
3.3), (6) and (7) of such Section
6.1.

     Section 8.4. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the
application of either Section
8.2 or 8.3
hereof to the outstanding Securities of any series.

     In order to exercise Legal Defeasance or
Covenant Defeasance with respect to the Securities of any series:

     (1) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Securities of such series, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars, and
non-callable Government Securities, in amounts as will be sufficient, in the
written opinion of a nationally recognized investment bank, appraisal firm or
firm of independent public accountants, to pay the principal of, and interest
and Additional Amounts, if any, and premium, if any, on the outstanding
Securities of such series on the stated date for payment or on the applicable
Redemption Date, as the case may be, and the Company must specify whether the
Securities of such series are being defeased to such stated date for payment or
to a particular Redemption Date;

     (2) in the
case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that: (a) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling; or (b) since the date of this Indenture, there has been a change in
the applicable federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel will confirm that, the Holders of the
outstanding Securities of such series will not recognize income, gain or loss
for federal income tax law purposes as a result of such Legal Defeasance and
shall be subject to federal income tax law in the same amounts, in the same
manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

48







     (3)
in the case of Covenant Defeasance,
the Company must deliver to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that Holders of the outstanding Securities
of such series shall not recognize income, gain or loss for federal income tax
law purposes as a result of such Covenant Defeasance and shall be subject to
federal income tax in the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not
occurred;

     (4) no
Default or Event of Default has occurred and be continuing with respect to the
Securities of such series on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit);

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

     (6) the
Company must deliver to the Trustee an Officers’ Certificate stating that such
deposit was not made by the Company with the intent of preferring the Holders of
Securities of such series over the other creditors of the Company with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others; and

     (7) the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

     Section 8.5. Deposited Cash and Government Securities to be Held in Trust;
Other Miscellaneous Provisions. Subject to Section 8.6 hereof, all cash and non-callable Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee),
collectively for purposes of this Section 8.5, the
“Trustee”) pursuant to Section
8.4 hereof in respect of the
outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities of such series and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of Securities of such series of all sums due and to become due
thereon in respect of principal, premium, if any, interest and Additional
Amounts, if any, but such cash and securities need not be segregated from other
funds except to the extent required by law.

     The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Securities of such series.

49







     Anything in this Article
VIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon the request of the Company any cash or non-callable Government
Securities held by it as provided in Section 8.4 hereof which,
in the opinion of a nationally recognized independent registered public
accounting firm expressed in a written certification thereof delivered to the
Trustee (which may be the certification delivered under clause (1) of
Section 8.4 hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

     Section 8.6. Repayment to Company. Any
cash or non-callable Government Securities deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium, if any, on, or interest or Additional Amounts, if any,
on, any Security of any series and remaining unclaimed for one year after such
principal, premium, if any, or interest or Additional Amounts, if any, has
become due and payable shall be paid to the Company on its request (unless an
abandoned property law designates another Person) or (if then held by the
Company) shall be discharged from such trust; and such Holder shall thereafter,
as an unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such cash and
securities, and all liability of the Company as Trustee thereof, shall thereupon
cease.

     Section 8.7. Reinstatement. If the
Trustee or Paying Agent is unable to apply any cash or non-callable Government
Securities in accordance with Section 8.2,
8.3 or 8.5 hereof, as the case
may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.4 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such cash and securities in accordance with
Section 8.2, 8.3 or 8.5
hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if
any, on, or interest or Additional Amounts, if any, on, any Security of such
series following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such series to receive such payment
from the cash and securities held by the Trustee or Paying Agent.

ARTICLE IX

Amendments

     Section 9.1. Without Consent of Holders. Except as otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series, the Company and the
Trustee may amend or supplement this Indenture or the Securities without notice
to or consent of any Holder:

     (1) to
cure any ambiguity, defect or inconsistency;

     (2) to
provide for uncertificated Securities in addition to or in place of certificated
Securities;

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     (3)
to establish the form or terms of
Securities of any series as permitted by Section 2.1;

     (4) to
provide for the assumption of the Company’s obligations to Holders of Securities
of any series in the case of a merger or consolidation or sale of all or
substantially all of the Company’s properties or assets, as
applicable;

     (5) to
comply with requirements of the SEC in order to maintain the qualification of
this Indenture under the Trust Indenture Act;

     (6) to
make any change that would provide any additional rights or benefits to the
Holders of Securities of any series or that does not materially adversely affect
the legal rights under this Indenture of any such Holder;

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

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

     (9) to
change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when
there is no outstanding Security of any series created prior to the execution of
such amendment or supplemental indenture that is adversely affected in any
material respect by such change in or elimination of such provision;

     (10) to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Section
8.1; provided, however, that any such action shall not adversely affect
the interest of the Holders of Securities of such series or any other series of
Securities in any material respect;

     (11) to
secure the Securities of any series;

     (12) to
evidence and provide for the acceptance under this Indenture of a successor
trustee; or

     (13) to
conform the text of this Indenture or any Securities to the description thereof
in any prospectus or prospectus supplement of the Company with respect to the
offer and sale of Securities of any series, to the extent that such provision is
inconsistent with a provision of this Indenture or the Securities, as provided
in an Officers’ Certificate.

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     After
an amendment under this Indenture becomes effective, the Company is required to
mail to the Holders of each Security affected thereby a notice briefly
describing such amendment. However, the failure to give such notice to all the
Holders of each Security affected thereof, or any defect therein, will not
impair or affect the validity of the amendment or supplemental indenture under
this Section 9.1.

     Section 9.2. With Consent of Holders.
Except as otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series, except as provided below
in this Section
9.2, the Company, and the Trustee
may amend or supplement this Indenture with the consent (including consents
obtained in connection with a purchase of, or a tender offer or exchange offer
for, Securities) of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by such amendment or supplement
(acting as separate classes).

     Upon the request of the Company,
accompanied by a Board Resolution, and upon the filing with the Trustee of
evidence of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 9.5, the Trustee
shall, subject to Section
9.6, join with the Company in the
execution of such amendment or supplemental indenture.

     Except as otherwise provided as
contemplated by Section
2.1 with respect to the
Securities of any series, the Holders of a majority in principal amount of the
then outstanding Securities of one or more series or of all series affected by
such waiver (acting as separate classes) may waive compliance in a particular
instance by the Company with any provision of this Indenture with respect to
Securities of such series (including waivers obtained in connection with a
purchase of, or a tender offer or exchange offer for, Securities of such
series).

     However, except as otherwise provided as
contemplated by Section
2.1 with respect to the
Securities of any series, without the consent of each Holder affected, an
amendment, supplement or waiver may not (with respect to any Securities held by
a non-consenting Holder):

     (1) reduce
the principal amount of Securities whose Holders must consent to an amendment,
supplement or waiver;

     (2) reduce
the principal of or change the fixed maturity of any Security or alter the
provisions with respect to the redemption or repurchase of the
Securities;

     (3) reduce
the rate of or change the time for payment of interest, including default
interest on any Security;

     (4) waive
a Default or Event of Default in the payment of principal of, or interest or
premium, or Additional Amounts, if any, on the Securities (except a rescission
of acceleration of the Securities by the Holders of at least a majority in
aggregate principal amount of the then outstanding Securities and a waiver of
the payment default that resulted from such acceleration);

     (5) make
any Security payable in currency other than that stated in the
Securities;

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     (6)
make any change in the provisions of
this Indenture relating to waivers of past Defaults or the rights of Holders of
Securities to receive payments of principal of, or interest or premium, if any,
on the Securities (other than as permitted in clause (7) below);

     (7) waive
a redemption payment with respect to any Security;

     (8) impair
the right of a Holder of Securities to institute suit for the enforcement of any
payment on the Securities; or

     (9) make
any change in the preceding amendment, supplement and waiver
provisions.

     It shall not be necessary for the consent
of the Holders under this Section
9.2 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent
approves the substance of the proposed amendment.

     A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture which has expressly
been included solely for the benefit of one or more particular series of
Securities, or which modifies the rights of the Holders of 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 any other series.

     A consent to any amendment or waiver
under this Indenture by any Holder of the Securities given in connection with a
tender of such Holder’s Securities will not be rendered invalid by such tender.
After an amendment under this Section becomes effective, the Company shall
promptly mail to Holders of each Security affected thereby a notice briefly
describing such amendment. The failure to give such notice to all Holders of
each Security affected thereby, or any defect therein, shall not impair or
affect the validity of an amendment, supplemental indenture or waiver under this
Section 9.2.

     Section 9.3. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture
or the Securities shall comply with the Trust Indenture Act of 1939 as then in
effect.

     Section 9.4. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a
Holder of a Security shall be in writing and bind the Holder and every
subsequent Holder of that Security or portion of the Security that evidences the
same debt as the consenting Holder’s Security, even if notation of the consent
or waiver is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent or waiver as to such Holder’s Security or portion
of the Security if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective. After an amendment or waiver becomes
effective with respect to a series of Securities, it shall bind every Holder of
Securities of such series.

     For purposes of this Indenture, the
written consent of the Holder of a Global Security shall be deemed to include
any consent delivered by an Agent Member by electronic means in accordance with the Automated Tender Offer
Procedures system or other customary procedures of, and pursuant to
authorization by, DTC.

53







     The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this Indenture.
The Trustee may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Securities of any series entitled to join
in the giving, making or taking of (i) any notice permit to Section 6.1(4) or otherwise of any Default, (ii) any declaration
of acceleration pursuant to Section 6.2, (iii) any
request to institute proceedings pursuant to Section 6.6(2), or (iv) any direction referred to in
Section 6.5, in each case with respect to such series. If a
record date is so fixed, then notwithstanding the second preceding paragraph,
those Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to give such consent or to
revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. No such consent
shall become valid or effective more than 180 days after such record
date.

     Section 9.5. Notation on or Exchange of Securities. If an amendment changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security regarding the
changed terms and return it to the Holder. Alternatively, if the Company so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.

     Section 9.6. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this
Article IX if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may but need not sign it. In signing such amendment the Trustee shall
receive indemnity satisfactory to it and shall receive, and (subject to
Sections 7.1 and 7.2) shall be fully
protected in conclusively relying upon an Officers’ Certificate and an Opinion
of Counsel stating that the execution of such amendment is authorized or
permitted by this Indenture, that such amendment is the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, subject to customary exceptions, and that such amendment complies with
the provisions hereof (including Section 9.3).

ARTICLE X

Satisfaction and
Discharge

     Section 10.1. Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further
effect as to all Securities of any series issued hereunder (except as to
surviving rights of registration of transfer or exchange of such Securities and
as otherwise specified hereunder), when:

     (1) either:

     (a)
all Securities of such series that have been
authenticated, except lost, stolen or destroyed Securities that have been
replaced or paid and Securities of such series for whose payment money has been
deposited in trust and thereafter repaid to the Company, have been delivered to
the Trustee for cancellation; or

54







     (b)
all Securities of such series that
have not been delivered to the Trustee for cancellation have become due and
payable or will become due and payable within one year by reason of the mailing
of a notice of redemption or otherwise and the Company has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders of Securities of such series, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities, in amounts as will be sufficient without
consideration of any reinvestment of interest, to pay and discharge the entire
indebtedness on such Securities not delivered to the Trustee for cancellation
for principal, premium, if any, and accrued interest and Additional Amounts, if
any, to the date of maturity or redemption;

     (2) no
Default or Event of Default with respect to such series has occurred and is
continuing on the date of the deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and the
deposit will not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound;

     (3) the
Company has paid or caused to be paid all sums payable by it hereunder with
respect to such series and pursuant to Section 7.7;

     (4) the
Company has delivered irrevocable instructions to the Trustee hereunder to apply
the deposited money toward the payment of such Securities at fixed maturity or
the Redemption Date, as the case may be; and

     (5) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, which state that all conditions precedent under this Indenture relating
to the satisfaction and discharge of this Indenture with respect to such series
have been satisfied.

ARTICLE XI

Miscellaneous

     Section 11.1. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the provision required by the TIA shall control.

55







     Section 11.2. Notices. Any notice or communication shall be in writing (including facsimile
and electronic transmission in PDF format) and delivered in person, by
telecopier or overnight air courier guaranteeing next day delivery or mailed by
first-class mail addressed as follows:

if
to the Company:

Ross Stores, Inc. 
5130 Hacienda Drive 
Dublin, California 94568

Attn: Ken Jew
Fax No.: 925-965-4189
Email: ken.jew@ros.com

if
to the Trustee:

U.S. Bank National Association 
Global Corporate Trust Services

One California Street, Suite 1000 
San Francisco, CA 94111 
Attn:
Myrna Presto-Choroski 
Fax No: (415) 677-3768

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

     Any notice or communication mailed to a
registered Holder shall be mailed to the Holder at the Holder’s address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. The Registrar shall provide the
Company with address information with respect to the Holders as promptly as
practicable following the Company’s request therefor. Any notice or
communication shall also be mailed to any Person described in TIA § 3.13(c), to
the extent required by the TIA.

     Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

     Section 11.3. Communication by Holders with other Holders. Holders may communicate pursuant to TIA § 312(b)
with other Holders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA § 312(c).

     Section 11.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company
to the Trustee to take or refrain from taking any action under this Indenture,
the Company shall furnish to the Trustee:

     (1) an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 11.5 hereof) stating that,
in the opinion of the signers, all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been fully complied with and
satisfied; and

56







     (2)
an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section
11.5 hereof) stating that, in the opinion of such
counsel, all such conditions precedent have been fully complied with and
satisfied.

     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 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
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, and may state that it is so 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 known to the Company, unless such counsel knows
that the certificate or opinion or representations with respect to such matters
are erroneous.

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

     Section 11.5. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture (except
for the Certificate specified in Section 3.5) shall
include:

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

     (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 such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with;
and

     (4) a
statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with.

57







     Section 11.6. When Securities Disregarded. In determining whether the Holders of the
required principal amount of Securities of any series have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such
determination.

     Section 11.7. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action
by, or a meeting of, Holders. The Registrar and the Paying Agent may make
reasonable rules for their functions.

     Section 11.8. Legal Holidays. A
“Legal Holiday” is a Saturday, a Sunday or other day on which
commercial banking institutions are authorized or required to be closed in New
York, New York and Los Angeles, California. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be
affected.

     Section 11.9. GOVERNING LAW; WAIVER OF JURY TRIAL.

     THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. EACH OF THE COMPANY, THE TRUSTEE AND THE HOLDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.

     Section 11.10. No
Recourse Against Others. No
director, manager, officer, employee, incorporator, member, partner, stockholder
or other owner of Capital Stock of the Company, as such, will have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of, or by reason of such obligations or their
creation. Each Holder of Securities by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for
issuance of the Securities.

     Section 11.11. Successors. All agreements
of the Company in this Indenture and the Securities shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its
successors.

     Section 11.12. Multiple Originals. The
parties may sign any number of copies of this Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. One
signed copy is enough to prove this Indenture. The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties
hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto
transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes.

58







     Section 11.13. Severability. In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 11.14. No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Company or any Subsidiary or any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

     Section 11.15. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.

     Section 11.16. Force Majeure. In no event
shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.

     Section 11.17. U.S.A. Patriot Act. The
parties hereto acknowledge that in accordance with Section 326 of the U.S.A.
Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. The parties to
this Indenture agree that they will provide the Trustee with such information as
it may request in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act.

59







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


	ROSS STORES, INC., as Issuer
		  
		  
	By:  	/s/ Michael J. Hartshorn
		Name: Michael J. Hartshorn
		Title: Chief Financial Officer











Indenture










	U.S. BANK NATIONAL ASSOCIATION,
as
	Trustee
		  
		  
	By:  	/s/ Andrew Fung
		Name: Andrew Fung
	 	Title: Vice President











Indenture