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EXHIBIT 4.3(c)


AMC ENTERTAINMENT INC.,


Issuer


and


HSBC BANK USA,


as Trustee


SECOND SUPPLEMENTAL INDENTURE,


Dated as of January 28, 2003


to


INDENTURE


Dated as of January 27, 1999


9 1⁄2% Senior Subordinated Notes Due 2011







            This SECOND
SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) to the Indenture, dated as of January 27, 1999, as
amended (the “Indenture”), between the Company and HSBC BANK USA, a New York State banking corporation, as
successor Trustee (the “Trustee”) to The Bank of New York, a New York banking corporation, is made and entered into as
of January 28, 2003 by and between AMC ENTERTAINMENT INC., a Delaware corporation (the “Company”), and the
Trustee.


            WHEREAS, the Indenture
provides for the issuance by the Company of its 9 1⁄2% Senior Subordinated Notes due 2011 in the aggregate principal amount of
$325,000,000 (the “Securities”); and


            WHEREAS, $225,000,000
in aggregate principal amount of Exchange Securities were issued by the Company under the Indenture in 1999 in exchange for a like
amount of previously issued Rule 144A Securities, which Exchange Securities accrue interest from the most recent date to which
interest has been paid or, if no interest has been paid, from January 27, 1999, the original issuance date of the Rule 144A
Securities to the initial purchasers thereof; and


            WHEREAS, said Exchange
Securities are not Transfer Restricted Securities under the Indenture and generally may be offered for resale, resold or otherwise
transferred by the Holders thereof without compliance with the registration and prospectus delivery provisions of the Securities
Act; and


            WHEREAS, pursuant to a
First Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture, made and entered into by and
between the Company and the Trustee as of March 29, 2002, the Company has heretofore issued $72,880,000 of Securities designated in
the First Supplemental Indenture as the “Series 2002-A” Securities in substantially the form set forth as Exhibit A to
the First Supplemental Indenture, which Securities accrue interest from the most recent date to which interest has been paid or, if
no interest has been paid, from March 29, 2002, the original issuance date of such Series 2002-A Securities to the initial
purchasers thereof; and


            WHEREAS, the Series
2002-A Securities were issued pursuant to the Plan, as defined in the First Supplemental Indenture, in a transaction exempt from
registration under the Securities Act pursuant to Section 1145(a)(1) of the Bankruptcy Code, are not Transfer Restricted Securities
under the Indenture and generally may be offered for resale, resold or otherwise transferred by the Holders thereof without
compliance with the registration and prospectus delivery provisions of the Securities Act; and


            WHEREAS, except for
their issuance dates and the dates from which interest originally accrued on such Securities, under the Indenture the terms of the
Exchange Securities and the Series 2002-A Securities are substantially identical; and


            WHEREAS, interest has
been paid in full on the Exchange Securities and the Series 2002-A Securities from their respective original issue dates (or in the
case of the Exchange Securities, from the original issue date of the Initial Securities for which such Exchange Securities were
exchanged pursuant to the Indenture) through August 1, 2002, such that, pursuant to their terms, interest on the Exchange
Securities and the Series 2002-A Securities accrues from the most recent date to which interest has been paid, currently August 1,
2002;  and


            WHEREAS, because of
their separate series designation and identification with a different CUSIP number, there is concern on the part of the beneficial
holders that the Series 2002-A Securities may trade in the securities markets at a discount to the Exchange Securities,
notwithstanding that they are now the same as the Exchange Securities in every substantive respect; and


            WHEREAS, the Company
wishes to eliminate any distinction between its Exchange Securities and Series 2002-A Securities by eliminating the Series 2002-A
designation so that all of the outstanding Securities may be identified with the same CUSIP number; and


            WHEREAS, the redemption
price for the Series 2002-A Securities for the 12-month period beginning on or after February 1, 2005 set forth in the Series
2002-A Securities and in Exhibit A to the First Supplemental Indenture  is incorrectly stated as 101.583% instead of 103.167%
as provided for in the Indenture, and the Company wishes to cure this inconsistency or defect; and


            WHEREAS, to accomplish
its objectives, the Company wishes to amend Section 3 of the First Supplemental Indenture to eliminate the separate series
designation of the Series 2002-A Securities and to amend the form of such Securities so that it conforms with the form of the
Exchange Securities and the Indenture; and


WHEREAS, Section 9.01 of the Indenture permits amendments to the Indenture and the
Securities without the consent of Holders when such amendments cure an inconsistency or defect or do not adversely affect the
rights of any Holder; and


            WHEREAS, the amendments
cure an inconsistency or defect and will not adversely affect the rights of the Trustee, any of the Holders of Securities or any
Holder of Senior Indebtedness of the Company now outstanding; and


            WHEREAS, the execution
and delivery of this Second Supplemental Indenture have been authorized by resolutions of the Board of Directors of the Company,
and the Company will give notice of this Second Supplemental Indenture to the Holders of Securities as required by Section 9.01 of
the Indenture; and


            WHEREAS, the Company
and the Trustee each desire to execute this Second Supplemental Indenture to accomplish the objectives set forth above, and upon
their execution and delivery hereof, all requirements and conditions necessary to make this Second Supplemental Indenture a valid,
binding and legal instrument in accordance with its terms shall have been performed and fulfilled;


            NOW, THEREFORE, in
consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of all
of the Holders of Securities, as follows:


Section 1.  Definitions in Indenture.  All
capitalized terms not otherwise defined in this Second Supplemental Indenture shall have the meanings set forth in the Indenture,
including the Appendix and Exhibits thereto.


Section 2.  Amendment to First Supplemental
Indenture.  The series designation of the Series 2002-A Securities set forth in the First Supplemental Indenture is
hereby eliminated, and from and after the date hereof  such Securities shall be deemed to be of the same series as the
existing Exchange Securities.  The form of such Securities is hereby amended so that, as amended, it shall be substantially in
the form set forth hereto as Exhibit A.  Pursuant to Section 9.05 of the Indenture, upon surrender by the Holder of the
existing Global Security issued under the First Supplemental Indenture, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in the form of a Global Security that reflects the changes effected hereby.
           
           


Section 3.  Indenture.  Except as supplemented or
amended hereby, the Indenture and Securities are in all respects ratified and confirmed and all the terms thereof shall remain in
full force and effect.  From and after the date hereof, the Indenture, as heretofore amended and as supplemented and amended
by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument with respect to the
Securities.


Section 4.  Counterparts.  This Second Supplemental
Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.


Section 5.  GOVERNING LAW.  THIS SECOND SUPPLEMENTAL
INDENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SECOND SUPPLEMENTAL INDENTURE.


Section 6.  Trustee Disclaimer.  The Trustee accepts
the supplement to the Indenture effected by this Second Supplemental Indenture and agrees to execute the trust created by the
Indenture as hereby supplemented, but only upon the terms and conditions set forth in the Indenture, including the terms and
provisions providing for compensation and indemnity and other rights of the Trustee, and defining and limiting the liabilities and
responsibilities of the Trustee, which terms and provisions shall in like manner benefit the Trustee and define and limit its
liabilities and responsibilities in the performance of the trust created by the Indenture hereby supplemented.  Except to the
extent that they relate to action taken by the Trustee, the Trustee shall not be responsible in any manner whatsoever for or with
respect to (i) the validity, efficacy or sufficiency of this Second Supplemental Indenture or any of the terms or provisions
hereof, (ii) the proper authorization hereof by the Company by corporate action or otherwise, (iii) the due execution
hereof by the Company, or (iv) the consequences (direct or indirect and whether deliberate or inadvertent) of any supplement
herein provided for, and the Trustee makes no representation with respect to any such matters.


Section 7.   Effectiveness.  The provisions of this
Second Supplemental Indenture will take effect immediately upon its execution and delivery by the Trustee in accordance with the
provisions of Article 9 of the Indenture.


SIGNATURES


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


AMC ENTERTAINMENT INC.


                                                                                        
  By:         /s/ Craig R. Ramsey


                       
                       
                       
                  Craig R. Ramsey


                       
                       
                       
                  Executive
Vice-President,


                       
                       
                       
                  Chief Financial Officer
and


                       
                       
                       
                  Secretary


                                                                                 
         HSBC BANK USA, as Trustee


                                                                                         
By: /s/ Herawattee Ali


                                                                                         
Name: Herawattee Ali


                       
                       
                       
                  Title:  
Corporate Trust Officer







EXHIBIT A


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


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


No.                                                                               
                                                       
  Up to $__________


                       
            91⁄2% Senior Subordinated Note due 2011


                     


AMC Entertainment Inc., a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum as set forth on the Schedule of Increases or Decreases annexed hereto on February 1,
2011.


                                    
Interest Payment Dates: February 1 and August 1.


                                    
Record Dates: January 15 and July 15.


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







IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.


                       
                       
           
            AMC ENTERTAINMENT INC.


                       
                       
                       
  by  
                       


                       
                       
                       
            Name:


                       
                       
                       
            Title:


                       
                       
                       
  By  
                       


            Name: 
                       
                       
                       
                       
                       
           
                   Title:


[CORPORATE SEAL]


TRUSTEE’S CERTIFICATE OF


           
AUTHENTICATION


Dated:


HSBC BANK USA


            as Trustee,
certifies


            that this is one
of


            the Securities
referred


            to in the
Indenture.


By:_________________________


            Authorized
Signatory







[REVERSE SIDE OF SECURITY]


91⁄2% Senior Subordinated Note due 2011


1.            
Interest


AMC Entertainment Inc., a Delaware corporation (such corporation, and its successors under
the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal
amount of this Security at the rate per annum shown above.  The Company will pay interest semiannually on February 1 and
August 1 of each year in immediately available funds.  Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from March 29, 2002. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Securities
plus 1% per annum, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent
lawful.


2.             Method of
Payment


The Company will pay interest on the Securities (except defaulted interest) to the Persons
who are registered Holders of Securities at the close of business on the January 15 or July 15 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the interest payment date.  Holders must surrender
Securities to a Paying Agent to collect principal payments.  The Company will pay principal and interest in money of the
United States of America that at the time of payment is legal tender for payment of public and private debts.  Payments in
respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company will make all
payments in respect of a certificated Security (including principal, premium and interest), by mailing a check to the registered
address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at
least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).


3.             Paying Agent
and Registrar


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


4.            
Indenture


The Company issued the Securities under an Indenture dated as of January 27, 1999, between
the Company and the Trustee.  The terms of the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the
Indenture (the “TIA”).  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture.  The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.


The Securities are senior subordinated unsecured obligations of the Company limited to
$325,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture).  The
Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to, among other things, incur additional
indebtedness, pay dividends or make distributions in respect of their capital stock, purchase or redeem capital stock, enter into
transactions with stockholders or certain affiliates, or consolidate, merge or sell all or substantially all of the Company's
assets, other than in certain transactions between the Company and one or more of its Wholly-Owned Subsidiaries.  These
limitations are subject to significant exceptions, and most would cease to be effective if the Securities attain Investment Grade
Status.


5.             Optional
Redemption


Except as set forth below, the Securities may not be redeemable prior to February 1,
2004.  On and after that date, the Company may redeem the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to the
redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date that is on or prior to the date of redemption), if redeemed during the 12-month period beginning on or after
February 1 of the years set forth below:


Period   
                        
Redemption     Price    


2004                                        
.. 104.750%


2005                                       
... 103.167%


2006....                                    
.. 101.583%


2007 and
thereafter...                .. 100.000%


6.             Sinking
Fund


The Securities are not subject to any sinking fund.


7.             Notice of
Redemption


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


8.            
Subordination


The Securities are subordinated to Senior Indebtedness of the Company.  To the extent
provided in the Indenture, Senior Indebtedness of the Company must be paid before the Securities may be paid.  The Company
agrees, and each Securityholder by accepting a Security agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.


9.             Repurchase of
Securities at the Option of Holders upon Change of Control


Upon a Change of Control, the Company will be required to make an offer, subject to
certain conditions specified in the Indenture, to repurchase all or any part of the Securities of each Holder at a purchase price
equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest
payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture.


10.           Denominations; Transfer;
Exchange


The Securities are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000.  A Holder may transfer or exchange Securities in accordance with the Indenture.  Upon any transfer
or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the
transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection
of Securities to be redeemed or 15 days before an interest payment date.


11.           Persons Deemed
Owners


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


12.           Unclaimed Money


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


13.           Discharge and
Defeasance


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


14.           Amendment,
Waiver


Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the
Securities may be amended without prior notice to any Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii) any default or noncompliance with any provision may
be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. 
Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Company and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with
Article Five of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated
Securities; (iv) to make certain changes in the subordination provisions; (v) to add Guarantees with respect to the Securities;
(vi) to secure the Securities; (vii) to add additional covenants or to surrender rights and powers conferred on the Company; (viii)
to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (ix)
to make any change that does not adversely affect the rights of any Securityholder.


15.           Defaults and
Remedies


If an Event of Default occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the Securities then outstanding, subject to certain limitations, may declare all the
Securities to be immediately due and payable.  Certain events of bankruptcy or insolvency are Events of Default and shall
result in the Securities being immediately due and payable upon the occurrence of such Events of Default without any further act of
the Trustee or any Holder.


Holders of Securities may not enforce the Indenture or the Securities except as provided
in the Indenture.  The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity
or security.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power under the Indenture.  The Holders of a majority in
aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may rescind any
declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all
existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because
of the acceleration.


16.           Trustee Dealings with the
Company


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


17.           No Recourse Against
Others


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


18.           Authentication


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


19.           Abbreviations


Customary abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not
as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


20.           Governing Law


THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


21.           CUSIP Numbers


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


The Company will furnish to any Holder of Securities upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this Security.


ASSIGNMENT FORM


To assign this Security, fill in the form below:


I or we assign and transfer this Security to


            (Print or type
assignee’ name, address and zip code)


            (Insert
assignee’s soc. sec. or tax I.D. No.)


and irrevocably appoint
                        
agent to transfer this Security on the books of the Company.  The agent may substitute another to act for him.


                     


Date: ____________________ Your Signature:
                     


                     


Sign exactly as your name appears on the other side of this Security.  Signature must
be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the
Trustee.







OPTION OF HOLDER TO ELECT PURCHASE


If you want to elect to have this Security purchased by the Company pursuant to Section
4.09 (Change of Control) of the Indenture, check the box:


                       
                       
           
            ☐


If you want to elect to have only part of this Security purchased by the Company pursuant
to Section 4.09 of the Indenture, state the amount:


$


Date: ______________________ Your Signature:
                     


(Sign exactly as your name appears on the other side of the Security)


Signature
Guarantee:                                                                    
 


Signature must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.







SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


The initial principal amount of this global Security is $_______________.  The
following increases or decreases in this Global Security have been made:


Date of
Exchange                 Amount of
decrease                               
Amount of
increase                               
Principal amount
of                             
       Signature of


                               
                 in Principal
Amount                               
in Principal
Amount                               
this Global
Security                               
authorized signatory


                          
                         
of this
Global                           
                of this
Global                                  
       following
such                                 
       of Trustee or


                                                   
    
Security                                                      
 
Security                               
          decrease or
increase                               
Securities Custodian