================================================================
DAYTON HUDSON CORPORATION
TO
FIRST TRUST NATIONAL ASSOCIATION,
Trustee
------------------------------------
SECOND SUPPLEMENTAL INDENTURE
------------------------------------
Dated as of September 24, 1996
================================================================
SECOND SUPPLEMENTAL INDENTURE, dated as of September 24, 1996, between
DAYTON HUDSON CORPORATION, a corporation duly organized and existing under the
laws of the State of Minnesota (herein called the "Company"), having its
principal office at 777 Nicollet Mall, Minneapolis, Minnesota 55402, and FIRST
TRUST NATIONAL ASSOCIATION, a corporation duly organized and existing under the
laws of the State of Minnesota, as Trustee (herein called the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee a certain
indenture, dated as of February 1, 1986 (the "Initial Indenture"), pursuant to
which one or more series of unsecured debentures, notes or other evidences of
indebtedness of the Company (herein called the "Securities") may be issued from
time to time. The Company and the Trustee amended the Initial Indenture pursuant
to a First Supplemental Indenture, dated as of February 7, 1991, (the Initial
Indenture as so amended is hereinafter referred to as the "Indenture"). All
terms used in this Second Supplemental Indenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The Company and the Trustee desire to execute and deliver of this Second
Supplemental Indenture for the purpose of amending the Indenture in order to
substitute the Security Registrar under Section 305 of the Indenture, and the
agent, for presentations, surrenders, notices and demands under Section 1002 of
the Indenture, in the Borough of Manhattan, New York, New York.
Section 901(9) of the Indenture provides that a supplemental indenture may
be entered into by the Company and the Trustee without the consent of any
Holders to make provisions with respect to matters arising under the Indenture
which do not adversely affect the interests of the Holders of Securities of any
series in any material respect.
All things necessary to make this Second Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and agreements herein, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:
Section 101. The references to IBJ Schroder Bank & Trust Company in
Sections 305 and 1002 of the Indenture are hereby changed to First Trust of New
York, National Association. First Trust of New York, National Association has
also
been appointed by the Trustee as an Authenticating Agent pursuant to Section 614
of the Indenture.
Section 102. Except as hereby otherwise expressly provided, the Indenture
is in all respects ratified and confirmed, and all the terms, provisions and
conditions thereof shall be and remain in full force and effect.
Section 103. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instruments.
-------------------------
2
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
DAYTON HUDSON CORPORATION
By /s/ Stephen C. Kowalke
-----------------------------
[Seal] Its Treasurer
--------------------------
Attest:
/s/ William E. Harder
- --------------------------
FIRST TRUST NATIONAL
ASSOCIATION, as Trustee
By /s/ Eve D. Kaplan
-----------------------------
[Seal] Its VICE PRESIDENT
--------------------------
Attest:
/s/ Kathy Barrett
- --------------------------
3
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
On the 30th day of September, 1996, before me personally came Stephen
C. Kowalke, to me known, who, being by me duly sworn, did depose and say that he
is the Treasurer of DAYTON HUDSON CORPORATION, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Deborah A. Pennington
---------------------------------
Notary Public
STATE OF MINNESOTA )
) ss [SEAL OF NOTARY PUBLIC]
COUNTY OF RAMSEY )
On the 30th day of September, 1996, before me personally came Eve D.
Kaplan, to me known, who, being by me duly sworn, did depose and say that she is
the Vice President of FIRST TRUST NATIONAL ASSOCIATION, one of the corporations
described in and which executed the foregoing instrument; that she/he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation, and that she/he signed her/his name thereto by like authority.
/s/ S. Dignan
---------------------------------
Notary Public
[SEAL OF NOTARY PUBLIC]
4