<PAGE>


                                                                     Exhibit 4.1
                                                                    CONFIDENTIAL







                           COCA-COLA HBC FINANCE B.V.

                                                                         COMPANY

                                       AND

                    COCA-COLA HELLENIC BOTTLING COMPANY S.A.,

                                                                       GUARANTOR

                                       TO

                              THE BANK OF NEW YORK

                                                                         TRUSTEE

                          ----------------------------

                                    INDENTURE

                         Dated as of September 17, 2003

                          ----------------------------






                           Guaranteed Debt Securities




<PAGE>


                                                                    CONFIDENTIAL


                           COCA-COLA HBC FINANCE B.V.,

                                       AND

                    COCA-COLA HELLENIC BOTTLING COMPANY S.A.

                                       TO

                              THE BANK OF NEW YORK

                    INDENTURE, DATED AS OF SEPTEMBER 17, 2003

                  Reference is made to the following provisions of the Trust
Indenture Act of 1939, as amended, which establish certain duties and
responsibilities of the Company and the Trustee which may not be set forth fully
in this Indenture:

<TABLE>
<CAPTION>
SECTION           SUBJECT
-------           -------
<S>               <C>
310(b)            Disqualifications of Trustee for conflicting interest

311               Preferential collection of claims of Trustee as creditor of Company

312(a)            Periodic filing of information by Company with Trustee

312(b)            Access of Securityholders to information

313(a)            Annual report of Trustee to Securityholders

313(b)            Additional reports of Trustee to Securityholders

314(a)            Reports by Company, including annual compliance certificate

314(c)            Evidence of compliance with conditions precedent

315(a)            Duties of Trustee prior to default

315(b)            Notice of default from Trustee to Securityholders

315(c)            Duties of Trustee in case of default

315(e)            Assessment of costs against litigating Securityholders in certain circumstances

316(a)            Directions and waivers by Securityholders in certain circumstances

316(b)            Prohibition of impairment of right of Securityholders to payment

316(c)            Right of Company to set record date for certain purposes

317(a)            Special powers of Trustee

318(a)            Provisions of Act to control in case of conflict
</TABLE>



<PAGE>



                                                                    CONFIDENTIAL


                           COCA-COLA HBC FINANCE B.V.

                                       AND

                    COCA-COLA HELLENIC BOTTLING COMPANY S.A.,

                                       TO

                              THE BANK OF NEW YORK

                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO

                   SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE

                          TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
 TRUST INDENTURE ACT                                                                    INDENTURE
       SECTION                                                                           SECTION
--------------------                                                                    ---------
<S>                    <C>                                                               <C>
Section 310(a)(1)      ..............................................................      609
           (a)(2)      ..............................................................      609
           (a)(3)      ..............................................................      Not Applicable
           (a)(4)      ..............................................................      Not Applicable
           (b)         ..............................................................      608
                       ..............................................................      610
Section 311(a)         ..............................................................      613
           (b)         ..............................................................      613
Section 312(a)         ..............................................................      701
                       ..............................................................      702
           (b)         ..............................................................      702
           (c)         ..............................................................      702
Section 313(a)         ..............................................................      703
           (b)         ..............................................................      703
           (c)         ..............................................................      703
           (d)         ..............................................................      703
Section 314(a)         ..............................................................      704
           (a)(4)      ..............................................................      105
                       ..............................................................      1005
           (b)         ..............................................................      Not Applicable
           (c)(1)      ..............................................................      105
           (c)(2)      ..............................................................      105
           (c)(3)      ..............................................................      Not Applicable
           (d)         ..............................................................      Not Applicable
           (e)         ..............................................................      105
Section 315(a)         ..............................................................      601
           (b)         ..............................................................      602
           (c)         ..............................................................      601
           (d)         ..............................................................      601
           (e)         ..............................................................      514
Section 316(a)         ..............................................................      105
           (a)(1)(A)   ..............................................................      502
                       ..............................................................      512
           (a)(1)(B)   ..............................................................      513
           (a)(2)      ..............................................................      Not Applicable
</TABLE>



<PAGE>


                                                                    CONFIDENTIAL

<TABLE>
<CAPTION>
 TRUST INDENTURE ACT                                                                    INDENTURE
       SECTION                                                                           SECTION
--------------------                                                                    ---------
<S>                    <C>                                                               <C>
                       ..............................................................      508
           (c)         ..............................................................      107
Section 317(a)(1)      ..............................................................      503
           (a)(2)      ..............................................................      504
Section 318(a)         ..............................................................      110
</TABLE>

-------------------
NOTE:  THIS CROSS REFERENCE TABLE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
       PART OF THE INDENTURE.


<PAGE>


                                                                    CONFIDENTIAL



                                TABLE OF CONTENTS

                                   ----------
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
RECITALS.................................................................................................1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......................................2

Section 101.     Definitions.............................................................................2
Section 102.     Other Definitions......................................................................10
Section 103.     Incorporation by Reference of Trust Indenture Act......................................11
Section 104.     Rules of Construction..................................................................11
Section 105.     Compliance Certificates and Opinions...................................................12
Section 106.     Form of Documents Delivered to Trustee.................................................13
Section 107.     Acts of Holders of Securities; Record Dates............................................13
Section 108.     Notices, Etc., to Trustee, the Company and the Guarantor...............................15
Section 109.     Notice to Holders of Securities; Waiver................................................16
Section 110.     Conflict with Trust Indenture Act......................................................16
Section 111.     Effect of Headings and Table of Contents...............................................17
Section 112.     Successors and Assigns.................................................................17
Section 113.     Separability Clause....................................................................17
Section 114.     Benefits of Indenture..................................................................17
Section 115.     Governing Law..........................................................................17
Section 116.     Saturday, Sundays and Legal Holidays...................................................17
Section 117.     Submission to Jurisdiction.............................................................17

ARTICLE TWO SECURITY FORMS..............................................................................19

Section 201.     Forms Generally........................................................................19
Section 202.     Form of Registered Security............................................................20
Section 203.     Form of Legend for Global Securities...................................................34
Section 204.     Form of Trustee's Certificate of Authentication........................................34
Section 205.     Text of Guarantee......................................................................34

ARTICLE THREE THE SECURITIES............................................................................38

Section 301.     Amount Unlimited; Issuable in Series...................................................38
Section 302.     Denominations..........................................................................41
Section 303.     Execution, Authentication, Delivery and Dating.........................................41
Section 304.     Temporary Securities...................................................................43
Section 305.     Registration, Registration of Transfer and Exchange....................................43
Section 306.     Transfer and Exchange..................................................................45
Section 307.     Mutilated, Destroyed, Lost and Stolen Securities.......................................55
Section 308.     Payment of Interest; Interest Rights Preserved.........................................56
Section 309.     Persons Deemed Owners..................................................................57
Section 310.     Cancellation...........................................................................58
</TABLE>

-------------------
NOTE:  THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
       PART OF THE INDENTURE.



                                      -i-
<PAGE>

                                                                    CONFIDENTIAL

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
Section 311.     Computation of Interest................................................................58
Section 312.     CUSIP, ISIN and Common Code Numbers....................................................58

ARTICLE FOUR SATISFACTION AND DISCHARGE.................................................................59

Section 401.     Satisfaction and Discharge of Indenture................................................59
Section 402.     Application of Trust Money.............................................................60

ARTICLE FIVE REMEDIES...................................................................................61

Section 501.     Events of Default......................................................................61
Section 502.     Acceleration of Maturity; Rescission and Annulment.....................................63
Section 503.     Collection of Indebtedness and Suits for Enforcement by Trustee........................64
Section 504.     Trustee May File Proofs of Claim.......................................................64
Section 505.     Trustee May Enforce Claims Without Possession of Securities............................65
Section 506.     Application of Money Collected.........................................................65
Section 507.     Limitation on Suits....................................................................66
Section 508.     Unconditional Right of Holders to Receive Principal, Premium and Interest
                 and to Convert.........................................................................67
Section 509.     Restoration of Rights and Remedies.....................................................67
Section 510.     Rights and Remedies Cumulative.........................................................67
Section 511.     Delay or Omission Not Waiver...........................................................67
Section 512.     Control by Holders of Securities.......................................................67
Section 513.     Waiver of Past Defaults................................................................68
Section 514.     Undertaking for Costs..................................................................68
Section 515.     Waiver of Stay or Extension Laws.......................................................69

ARTICLE SIX THE TRUSTEE.................................................................................70

Section 601.     Certain Duties and Responsibilities....................................................70
Section 602.     Notice of Defaults.....................................................................70
Section 603.     Certain Rights of Trustee..............................................................70
Section 604.     Not Responsible for Recitals or Issuance of Securities.................................72
Section 605.     May Hold Securities....................................................................72
Section 606.     Money Held in Trust....................................................................73
Section 607.     Compensation and Reimbursement.........................................................73
Section 608.     Conflicting Interests..................................................................74
Section 609.     Corporate Trustee Required; Eligibility................................................74
Section 610.     Resignation and Removal; Appointment of Successor......................................74
Section 611.     Acceptance of Appointment by Successor.................................................76
Section 612.     Merger, Conversion, Consolidation or Succession to Business............................77
Section 613.     Preferential Collection of Claims Against Company......................................77
Section 614.     Appointment of Authenticating Agent....................................................77
</TABLE>

-------------------
NOTE:  THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
       PART OF THE INDENTURE.

                                      -ii-
<PAGE>

                                                                    CONFIDENTIAL
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.........................................81

Section 701.     Company and Guarantor to Furnish Trustee Names and Addresses of Holders................81
Section 702.     Preservation of Information; Communications to Holders.................................81
Section 703.     Reports by Trustee.....................................................................81
Section 704.     Reports by Company and the Guarantor...................................................82
Section 705.     Calculation of Original Issue Discount.................................................82

ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE; SUBSTITUTION.........83

Section 801.     Company or Guarantor May Consolidate, Etc., Only on Certain Terms......................83
Section 802.     Substitution of the Company on Certain Terms...........................................84
Section 803.     Successor Corporation Substituted......................................................84

ARTICLE NINE SUPPLEMENTAL INDENTURES....................................................................86

Section 901.     Supplemental Indentures Without Consent of Holders.....................................86
Section 902.     Supplemental Indentures with Consent of Holders........................................87
Section 903.     Execution of Supplemental Indentures...................................................88
Section 904.     Effect of Supplemental Indentures......................................................88
Section 905.     Conformity with Trust Indenture Act....................................................88
Section 906.     Reference in Securities to Supplemental Indentures.....................................89

ARTICLE TEN COVENANTS...................................................................................90

Section 1001.    Payment of Principal, Premium and Interest.............................................90
Section 1002.    Maintenance of Office or Agency........................................................90
Section 1003.    Money for Securities Payments to Be Held in Trust......................................91
Section 1004.    Negative Pledge........................................................................92
Section 1005.    Statement by Officers as to Default....................................................92
Section 1006.    Existence..............................................................................92
Section 1007.    Additional Amounts.....................................................................92
Section 1008.    Waiver of Certain Covenants............................................................94

ARTICLE ELEVEN REDEMPTION OF SECURITIES.................................................................96

Section 1101.    Applicability of Article...............................................................96
Section 1102.    Election to Redeem; Notice to Trustee..................................................96
Section 1103.    Selection by Trustee of Securities to Be Redeemed......................................96
Section 1104.    Notice of Redemption...................................................................97
Section 1105.    Deposit of Redemption Price............................................................98
Section 1106.    Securities Payable on Redemption Date..................................................98
Section 1107.    Securities Redeemed in Part............................................................98
</TABLE>

-------------------
NOTE:  THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
       PART OF THE INDENTURE.


                                      -iii-
<PAGE>

                                                                    CONFIDENTIAL

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
Section 1108.    Optional Redemption Due to Changes in Tax Treatment....................................99

ARTICLE TWELVE SINKING FUNDS...........................................................................101

Section 1201.    Applicability of Article..............................................................101
Section 1202.    Satisfaction of Sinking Fund Payments with Securities.................................101
Section 1203.    Redemption of Securities for Sinking Fund.............................................101

ARTICLE THIRTEEN.......................................................................................102

Section 1301.   Guarantee..............................................................................102

ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE....................................................105

Section 1401.    Company's Option to Effect Defeasance or Covenant Defeasance..........................105
Section 1402.    Defeasance and Discharge..............................................................105
Section 1403.    Covenant Defeasance...................................................................105
Section 1404.    Conditions to Defeasance or Covenant Defeasance.......................................106
Section 1405.    Deposited Money and U.S. Government Obligations to Be Held in Trust;
                 Miscellaneous Provisions..............................................................107
Section 1406.    Reinstatement.........................................................................108

TESTIMONIUM.............................................................................................90
SIGNATURES..............................................................................................90
ACKNOWLEDGMENTS.........................................................................................90

EXHIBITS

Exhibit A.        FORM OF CERTIFICATE OF TRANSFER                                                      A-1
Exhibit B.        FORM OF CERTIFICATE OF EXCHANGE                                                      B-1
</TABLE>

-------------------
NOTE:  THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
       PART OF THE INDENTURE.

                                      -iv-
<PAGE>


                                                                    CONFIDENTIAL


                  INDENTURE, dated as of September 17, 2003, between COCA-COLA
HBC FINANCE B.V., a corporation organized under the laws of The Netherlands,
registered with the Chamber of Commerce and Industry in Amsterdam under no.
34154633, with its registered address at Herengracht 556, 1017CG Amsterdam, The
Netherlands (the "Company"), COCA-COLA HELLENIC BOTTLING COMPANY S.A., a Greek
societe anonyme with its principal executive office located at 9 Fragoklissias
Street, 151 25 Maroussi, Athens, Greece (the "Guarantor") and THE BANK OF NEW
YORK, a corporation duly organized and existing under the laws of the State of
New York, as Trustee hereunder (the "Trustee").

                                    RECITALS

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as provided in this Indenture.

                  The Guarantor has duly authorized the execution and delivery
of this Indenture, and the Guarantee set forth herein, to provide for the
guarantee by it with respect to the Securities as set forth in this Indenture.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of Securities, as follows:



                                      -1-
<PAGE>

                                                                    CONFIDENTIAL


                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.      Definitions.

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

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Security, the rules and
procedures of the Depositary with respect thereto that apply to such transfer or
exchange.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

                  "Board of Directors", when used with reference to the Company
or the Guarantor, means either the board of directors of the Company or the
Guarantor, as the case may be, or any committee of such board of the Company or
the Guarantor, duly authorized to act for such board hereunder, as the case may
be.

                  "Board Resolution", when used with reference to the Company or
the Guarantor, as the case may be, means a copy of a resolution (including
action by written consent in lieu of a board meeting) certified by any member of
the Board of Directors or the Secretary or the Assistant Secretary, (if any) or
any person duly appointed by the Board of Directors, to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and in each case delivered to the Trustee.

                  "Broker-dealer" means any broker-dealer registered with the
Commission under the Exchange Act.

                  "Business Day", when used with respect to any Place of Payment
with respect to a series of Securities, means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking or trust institutions in
that Place of Payment are authorized generally or obligated by law, regulation,
or executive order to close.


                                      -2-
<PAGE>

                                                                    CONFIDENTIAL


                  "Capital Stock" means:

                  (1)      in the case of a corporation, corporate stock;

                  (2)      in the case of an association or business entity, any
         and all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                  (3)      in the case of a partnership or limited liability
         company, partnership or membership interests (whether general or
         limited); and

                  (4)      any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person,

but excluding any debt securities convertible into such equity securities.

                  "Certificated Security" means a certificated Security
registered in the name of the Holder thereof and issued in accordance with
Section 306(a) hereof, substantially in the form set forth in Section 202 hereof
except that such Security shall not bear the Global Security Legend and shall
not have the "Schedule of Exchanges of Interests in the Global Security"
attached thereto.

                  "Clearstream" means Clearstream Banking, societe anonyme or
the successor to its securities clearance and settlement operations.

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

                  "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture and thereafter "Company"
shall mean such successor Person. Company shall also mean any new issuer of
Securities under this Indenture as contemplated by Section 901(1).

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company or of the Guarantor, in either case
by a director thereof, or any other Person, duly authorized by Board Resolution
(either directly or by authorized delegation) in respect thereto, attested by
its general counsel, a deputy general counsel, its secretary or an assistant
secretary and delivered to the Trustee.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at The Bank of New
York, One Canada Square, London E14 5AL, United Kingdom, Attention: Corporate
Trust Administration, or such other address as the Trustee may designate from
time to time by written notice to the Holders and the Company, or the



                                      -3-
<PAGE>

                                                                    CONFIDENTIAL


principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the Holders
and the Company).

                  "Corporation" means a corporation, association, company,
limited liability company, business trust or societe anonyme.

                  "Depositary" means, with respect to Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by Section
301.

                  "DTC" means The Depository Trust Company or its nominee.

                  "Euroclear" means Euroclear Bank S.A./N.V.

                  "Event of Default" has the meaning specified in Section 501.

                  "Exchange Act" means the United States Securities Exchange Act
of 1934 and any statute successor thereto, in each case as amended from time to
time.

                  "Exchange Offer" has the meaning specified in the form of the
face of each Registered Security set forth in Section 202.

                  "Exchange Security" means any Security issued by the Company
pursuant to the Exchange Offer and any Private Exchange Security issued in a
Private Exchange.

                  "Exchange Offer Registration Statement" has the meaning
specified in the form of the face of each Registered Security set forth in
Section 202.

                  "Global Securities" means any Restricted Global Securities and
any Unrestricted Global Securities, substantially in the form set forth in
Section 202 hereof issued hereunder.

                  "Global Security Legend" means the legend set forth in Section
203, which is required to be placed on all Global Securities of any series
issued under this Indenture.

                  "Guarantee" means the guarantee of the Guarantor set forth in
Section 1301, or established to an indenture supplemental hereto, the text of
which shall be endorsed on any Security authenticated and delivered pursuant to
this Indenture.

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

                  "Holder" means the Person in whose name a Security is
registered in the Security Register.

                  "Indebtedness" means any (i) indebtedness for borrowed money,
(ii) indebtedness evidenced by a note, debenture or similar instrument
(including a purchase money obligation) given in connection with the acquisition
of any property or assets, including securities, (iii) any guarantee of
indebtedness of others and (iv) any amendment, renewal,



                                      -4-
<PAGE>

                                                                    CONFIDENTIAL


extension, or refunding of any such indebtedness or guarantee, excluding,
however, (i) advance payments by customers, vendors or distributors in the
ordinary course of business for services or products to be provided or delivered
in the future or (ii) deferred taxes.

                  "Indenture" means this instrument or as it may from time to
time be supplemented or amended 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 particular series of Securities
established as contemplated by Section 301.

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Security through a Participant.

                  "Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an instalment of interest on such
Security.

                  "Investment Company Act" means the United States Investment
Company Act of 1940 and any statute successor thereto, in each case as amended
from time to time.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of Securities for use by such
Holders in connection with an Exchange Offer.

                  "Material Subsidiary" means, at any time, a Subsidiary of the
Guarantor whose net sales revenue (as determined in accordance with U.S. GAAP),
calculated by reference to its latest audited financial statements, represents
7% or more of the consolidated net sales revenues of the Guarantor, calculated
by reference to the latest audited consolidated financial statements of the
Guarantor as prepared in accordance with U.S. GAAP;

provided that if a Subsidiary itself has subsidiaries, the reference above to
the net sales revenues of the Subsidiary will be construed as a reference to the
consolidated net sales revenues of the Subsidiary and its subsidiaries; and

provided, further, that any references above to the audited consolidated
financials statements of any Subsidiary will be construed as references to the
audited consolidated financial statements of such Subsidiary and its
subsidiaries for the relevant financial period, or if such audited consolidated
financial statements were not produced, to pro forma consolidated financial
statements produced on the basis of the relevant audited financial statements of
the Subsidiary and its subsidiaries; and

provided, further, that if any Subsidiary has been acquired or disposed of since
the date at which the latest audited consolidated financial statements of the
Guarantor were prepared, the financial statements of the Guarantor will be
adjusted accordingly by the Guarantor in order to take into account the
acquisition, or disposal of such subsidiary for purposes of the calculations
described above.


                                      -5-
<PAGE>

                                                                    CONFIDENTIAL


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

                  "Non-U.S. Person" means a Person who is not a U.S. Person.

                  "Officer's Certificate" means a certificate of the Company or
the Guarantor, as the case may be, signed by any director or the Secretary or
any person duly appointed in a Board Resolution of the Company or the Guarantor,
as applicable, in each case delivered to the Trustee. The officer signing an
Officer's Certificate given pursuant to Section 1005 shall be the principal
executive, financial or accounting officer of the Company or the Guarantor, as
the case may be.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel to the Company or the Guarantor, including an employee of the
Company or the Guarantor.

                  "Original Securities" means Securities of any series that are
not Exchange Securities.

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

                  "Outstanding", when used with respect to the Securities or any
series of Securities means, as of the date of determination, all Securities or
all Securities of such series, as the case may be, theretofore authenticated and
delivered under this Indenture, except:

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

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

                  (iii)    Securities as to which Defeasance has been effected
         pursuant to Section 1402; and

                  (iv)     Securities which have been paid pursuant to Section
         307 or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;



                                      -6-
<PAGE>


                                                                    CONFIDENTIAL


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 301 on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, (iii) if, as of such
date, the principal amount payable at Stated Maturity of any Security is not
determinable, the principal amount of such Security that shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 301, and (iv) Securities beneficially owned by the Company, the
Guarantor, or any other obligor upon the Securities or any Affiliate of the
Company, the Guarantor, or such other obligor, shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company, the Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, the Guarantor, or of such other obligor.

                  "Participant" means, with respect to any Depositary, a Person
who is a participant of or has an account with such Depositary, respectively
(and, with respect to DTC, shall include Euroclear and Clearstream).

                  "Paying Agent" means any Person authorized by the Company or
the Guarantor, as the case may be, to pay the principal of, any premium, or
interest on or any other amounts with respect to any Securities on its behalf,
which at the date of this Indenture is The Bank of New York in London, United
Kingdom.

                  "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "Place of Payment" when used with respect to the Securities of
any series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301, or if not so specified, as specified in Section
1002.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 307 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.


                                      -7-
<PAGE>

                                                                    CONFIDENTIAL


                  "Private Placement Legend" means the legend set forth in
Section 202 to be placed on the form of a Restricted Global Security or
Restricted Certificated Security.

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

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

                  "Registered Security", means any Security which is issued in
the registered form set forth in Section 202 and which is registered in the
Security Register. For the avoidance of doubt, all of the Securities issuable
under this Indenture are Registered Securities.

                  "Registrable Securities" has the meaning set forth in a
Registration Rights Agreement.

                  "Registration Rights Agreement" has the meaning specified in
the form of the face of each Registered Security set forth in Section 202.

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

                  "Regulation S" means Regulation S under the Securities Act (or
any successor provision), as it may be amended from time to time.

                  "Regulation S Global Security" means a Global Security bearing
the Private Placement Legend and deposited with or on behalf of the respective
Depositary therefor and registered in the name of the respective Depositary
therefor or its nominee, issued in a denomination equal to the outstanding
principal amount of the Securities of any series issued hereunder, initially
sold in reliance on Rule 903 of Regulation S.

                  "Relevant Indebtedness" means any obligation (whether present
or future, actual or contingent, secured or unsecured, as principal, surety or
otherwise) which is represented by any notes, bonds, debentures, loan stocks,
depositary receipts or other form of debt securities, which at its date of issue
is, or is intended by the Issuer, the Guarantor or any Material Subsidiary to
become, quoted, listed or ordinarily dealt in on any stock exchange,
over-the-counter or other similar organized securities markets, in any case
other than any advances by banks and/or other lending institutions.

                  "Restricted Certificated Security" means a Certificated
Security bearing the Private Placement Legend.

                  "Restricted Global Security" means a Global Security bearing
the Private Placement Legend.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust administration department of
the Trustee (or any successor group of the Trustee), or any other officer of the
Trustee who customarily performs functions


                                      -8-
<PAGE>

                                                                    CONFIDENTIAL


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.

                  "Rule 144" means Rule 144 under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "Rule 144A Global Security" means a Global Security bearing
the Global Security Legend and the Private Placement Legend and deposited with
or on behalf of, and registered in the name of, the respective Depositary
therefor or its nominee, issued in a denomination equal to the outstanding
principal amount of the Securities of any series issued hereunder, initially
sold in reliance on Rule 144A.

                  "SEC Registered Securities" means the Registrable Securities
and all other Securities sold or otherwise disposed of pursuant to an effective
registration statement under the Securities Act, together with their respective
successor Securities.

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

                  "Securities Act" means the United States Securities Act of
1933 and any statute successor thereto, in each case as amended from time to
time.

                  "Shelf Registration Statement" has the meaning specified in
the form of the face of each Registered Security set forth in Section 202.

                  "Special Interest" has the meaning set forth in Section 202.
Unless the context otherwise requires, references herein to "interest" on the
Securities shall include Special Interest.

                  "Special Record Date" for the payment of any Defaulted
Interest on the Securities of any series means a date fixed by the Trustee
pursuant to Section 307.

                  "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" means, with respect to any specified Person:

                  (1) any corporation, association or other business entity of
         which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency) to
         vote in the election of directors, managers or trustees of the
         corporation, association or other business entity is at the time owned
         or controlled, directly or indirectly, by that Person or one or more of
         the other Subsidiaries of that Person (or a combination thereof); and


                                      -9-
<PAGE>

                                                                    CONFIDENTIAL


                  (2) any partnership (a) the sole general partner or the
         managing general partner of which is that Person or a Subsidiary of
         such Person, or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or a combination thereof).

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series; provided that the Trustee shall not be the Company,
the Guarantor, any Material Subsidiary of the Guarantor or any other obligor
upon the Securities or any Affiliate of the Company or the Guarantor or any
Material Subsidiary of the Guarantor or any other obligor.

                  "Trust Indenture Act" means the United States Trust Indenture
Act of 1939 as amended by the Trust Indenture Reform Act of 1990, and as in
force at the date as of which this instrument was executed, and as amended
thereafter from time to time.

                  "United States" means the United States of America (including
the States and the District of Columbia) and its possessions (including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands).

                  "Unrestricted Certificated Security" means a Certificated
Security that does not bear and is not required to bear the Private Placement
Legend.

                  "Unrestricted Global Security" means a Global Security that
does not bear and is not required to bear the Private Placement Legend.

                  "U.S. GAAP" means accounting principles generally accepted in
the United States.

                  "U.S. Person" means a U.S. Person as defined in Rule 902 under
 the Securities Act.

Section 102.      Other Definitions.

<TABLE>
<CAPTION>
                                                                                                Defined in
        Term                                                                                      Section
        ----                                                                                    ----------
        <S>                                                                                       <C>
        "Act"...............................................................................        107
        "Comparable Treasury Issue".........................................................        202
        "Comparable Treasury Price".........................................................        202
        "Covenant Defeasance"...............................................................       1403
        "Defaulted Interest"................................................................        308
        "Defeasance"........................................................................       1402
        "ECOFIN" ...........................................................................        202
        "Expiration Date" ..................................................................        107
        "Independent Investment Banker".....................................................        202
        "Notice of Default".................................................................        501
        "Private Exchange Securities".......................................................        306
</TABLE>




                                      -10-
<PAGE>

                                                                    CONFIDENTIAL


<TABLE>
<CAPTION>
                                                                                                Defined in
        Term                                                                                      Section
        ----                                                                                    ----------
        <S>                                                                                       <C>
        "Reference Treasury Dealer".........................................................        202
        "Reference Treasury Dealer Quotations"..............................................        202
        "Registrar" ........................................................................        305
        "Registration Default"..............................................................        202
        "Registration Default Period".......................................................        202
        "Security Register" and "Security Registrar"........................................        305
        "Step-Down Date"....................................................................        202
        "Step-Up"...........................................................................        202
        "Treasury Rate".....................................................................        202
        "U.S. Government Obligation" .......................................................       1404
        </TABLE>

Section 103.      Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "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; and

                  "obligor" on the Securities means the Company and any
successor obligor upon the Securities.

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

Section 104.      Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (3)   "or" is not exclusive;

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



                                      -11-
<PAGE>

                                                                    CONFIDENTIAL



                  (5)      "will" shall be interpreted to express a command;

                  (6)      provisions apply to successive events and
         transactions; and

                  (7)      references to sections of or rules under the
         Securities Act will be deemed to include substitute, replacement of
         successor sections or rules adopted by the SEC from time to time.

                  (8)      Whenever in this Indenture there is mentioned, in any
         context, the payment of the principal of or any premium or interest
         (including Special Interest, if any,) on, or in respect of, any
         Security of any series or the net proceeds received on the sale or
         exchange of any Security of any series, such mention shall be deemed to
         include mention of the payment of additional amounts provided for in
         Section 1007 to the extent that, in such context, additional amounts
         are, were or would be payable in respect thereof pursuant to the
         provisions of Section 1007 and express mention of the payment of
         additional amounts (if applicable) in any provisions hereof shall not
         be construed as excluding additional amounts in those provisions hereof
         where such express mention is not made.

Section 105.       Compliance Certificates and Opinions.

                  Notwithstanding any other provision hereof, upon any
application or request by the Company or the Guarantor to the Trustee to take
any action under any provision of this Indenture, the Company or the Guarantor
shall furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act and as may be reasonably requested by the Trustee.
Each such certificate or opinion shall be given in the form of an Officer's
Certificate, if to be given by an officer of the Company or the Guarantor, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture. Such an Officer's Certificate shall state that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and such Opinion of Counsel shall state that in
the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any other
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the certificate
provided under Section 1005 hereof) shall include:

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

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


                                      -12-

<PAGE>

                                                                    CONFIDENTIAL


                  (3)      a statement that, in the opinion of each 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, in the opinion of each
         such individual, such condition or covenant has been complied with.

Section 106.      Form of Documents Delivered to Trustee.

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

                  Any certificate or opinion of an officer of the Company or the
Guarantor 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, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or the Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of the Company or the
Guarantor, as the case may be, unless such counsel knows, or in the exercise of
reasonable care should know, 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 107.      Acts of Holders of Securities; Record Dates.

                  (a)      Any request, demand, authorization, direction,
         notice, consent, waiver or other action provided or permitted by this
         Indenture to be given or taken by Holders of Securities may be embodied
         in and evidenced by one or more instruments of substantially similar
         tenor signed by such Holders in person or by an agent duly appointed in
         writing. Except as herein otherwise expressly provided, such action
         shall become effective when such instrument or instruments are
         delivered to the Trustee and, where it is hereby expressly required, to
         the Company and the Guarantor. Such instrument or instruments (and the
         action embodied therein and evidenced thereby) are herein sometimes
         referred to as the "Act" of the Holders of Securities signing such
         instrument or instruments. Proof of execution of any such instrument or
         of a writing appointing any such agent shall be sufficient for any
         purpose of this Indenture and (subject to Section 601) conclusive in
         favor of the Trustee and the Company and the Guarantor, if made in the
         manner provided in this Section.

                  (b)      The fact and date of the execution by any Person of
         any instrument or writing referred to above may be proved by the
         affidavit of a witness of such execution or



                                      -13-
<PAGE>


                                                                    CONFIDENTIAL

         by a certificate of a notary public or other officer authorized by law
         to take acknowledgments of deeds, certifying that the individual
         signing such instrument or writing acknowledged to him the execution
         thereof. Where such execution is by a signer acting in a capacity other
         than his individual capacity, such certificate or affidavit shall also
         constitute sufficient proof of his authority. The fact and date of the
         execution of any such instrument or writing, or the authority of the
         Person executing the same, may also be proved in any other manner which
         the Trustee deems sufficient.

                  (c)      The Company and the Guarantor may set any day as a
         record date for the purpose of determining the Holders of Outstanding
         Securities of any series entitled to give, make or take any request,
         demand, authorization, direction, notice, consent, waiver or other
         action provided or permitted by this Indenture to be given, made or
         taken by Holders of Securities of such series, provided that the
         Company and the Guarantor may not set a record date for, and the
         provisions of this paragraph shall not apply with respect to, the
         giving or making of any notice, declaration, request or direction
         referred to in the next paragraph. If any record date is set pursuant
         to this paragraph, the Holders of Outstanding Securities of the
         relevant series on such record date, or their duly designated proxies,
         and no other Holders, shall be entitled to take the relevant action,
         whether or not such Holders remain Holders after such record date;
         provided that no such action shall be effective hereunder unless taken
         on or prior to the applicable Expiration Date (as defined below) by
         Holders, or duly designated proxies, of the requisite principal amount
         of Outstanding Securities of such series on such record date. Nothing
         in this paragraph shall be construed to prevent the Company and the
         Guarantor from setting a new record date for any action for which a
         record date has previously been set pursuant to this paragraph
         (whereupon the record date previously set shall automatically and with
         no action by any Person be canceled and of no effect), and nothing in
         this paragraph shall be construed to render ineffective any action
         taken by Holders, or their duly designated proxies, of the requisite
         principal amount of Outstanding Securities of the relevant series on
         the date such action is taken. Promptly after any record date is set
         pursuant to this paragraph, the Company and the Guarantor, at their own
         expense, shall cause notice of such record date, the proposed action by
         Holders and the applicable Expiration Date to be given to the Trustee
         in writing and to each Holder of Securities of the relevant series in
         the manner set forth in Section 109.

                  The Trustee may set any day as a record date for the purpose
         of determining the Holders of Outstanding Securities of any series
         entitled to join in the giving or making of (i) any Notice of Default,
         (ii) any declaration of acceleration referred to in Section 502, (iii)
         any request to institute proceedings referred to in Section 507(2) or
         (iv) any direction referred to in Section 512, in each case with
         respect to Securities of such series. If any record date is set
         pursuant to this paragraph, the Holders of Outstanding Securities of
         such series on such record date, or their duly designated proxies, and
         no other Holders, shall be entitled to join in such notice,
         declaration, request or direction, whether or not such Holders remain
         Holders after such record date; provided that no such action shall be
         effective hereunder unless taken on or prior to the applicable
         Expiration Date by Holders, or their duly designated proxies, of the
         requisite principal amount of Outstanding Securities of such series on
         such record date. Nothing in this paragraph shall be construed to
         prevent the Trustee from setting a new record date for any action for
         which a record date has previously been set pursuant to this paragraph
         (whereupon the record date previously set shall automatically and with
         no action by any Person be canceled and of no




                                      -14-
<PAGE>

                                                                    CONFIDENTIAL


         effect), and nothing in this paragraph shall be construed to render
         ineffective any action taken by Holders, or their duly designated
         proxies, of the requisite principal amount of Outstanding Securities of
         the relevant series on the date such action is taken. Promptly after
         any record date is set pursuant to this paragraph, the Trustee, at the
         expense of the Company and the Guarantor, shall cause notice of such
         record date, the proposed action by Holders and the applicable
         Expiration Date to be given to the Company and the Guarantor in writing
         and to each Holder of Securities of the relevant series in the manner
         set forth in Section 109.

                  With respect to any record date set pursuant to this Section,
         the party hereto which sets such record date may designate any day as
         the "Expiration Date" and from time to time may change the Expiration
         Date to any earlier or later day; provided that no such change shall be
         effective unless notice of the proposed new Expiration Date is given to
         the other party or parties hereto in writing, and to each Holder of
         Securities of the relevant series in the manner set forth in Section
         109, on or prior to the existing Expiration Date. Notwithstanding the
         foregoing, no Expiration Date shall be later than the 180th day after
         the applicable record date and, if an Expiration Date is not designated
         with respect to any record date set pursuant to this Section, the party
         or parties hereto which set such record date shall be deemed to have
         designated the 180th day after such record date as the Expiration Date
         with respect thereto.

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

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

                  (f)      Without limiting the foregoing, a Holder of
         Securities entitled hereunder to take any action hereunder with regard
         to any particular Security may do so with regard to all or any part of
         the principal amount of such Security or by one or more duly appointed
         agents each of which may do so pursuant to such appointment with regard
         to all or any part of such principal amount.

Section 108.      Notices, Etc., to Trustee, the Company and the Guarantor.

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

                  (1)      the Trustee by any Holder of Securities, by the
         Company or the Guarantor shall be sufficient for every purpose
         hereunder if made, given, furnished or filed in writing (or sent by
         facsimile and confirmed in writing) to or with the Trustee at The Bank
         of New York, One Canada Square, London E14 5AL, United Kingdom,
         Attention: Corporate Trust Administration, or


                                      -15-
<PAGE>

                                                                    CONFIDENTIAL


                  (2)      the Company or the Guarantor by the Trustee or by any
         Holder of Securities shall be sufficient for every purpose hereunder
         (unless otherwise herein expressly provided) if made, given, furnished
         or filed in writing and mailed (or sent by facsimile and confirmed in
         writing) in the case of the Company, to or with it at its registered
         address specified in the first paragraph of this instrument, Attention:
         Company Secretary (+30 618 210 33 78), or at any other address
         previously furnished in writing to the Trustee by the Company, with a
         copy to the Guarantor, and in the case of the Guarantor, to or with it
         at the address of its office specified in the first paragraph of this
         instrument, Attention: General Counsel and Company Secretary (+30 618
         210 33 78), or at any other address previously furnished in writing to
         the Trustee by the Guarantor, with a copy to the Company.

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

Section 109.      Notice to Holders of Securities; Waiver.

                  Unless otherwise herein expressly provided, where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for
the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

Section 110.      Conflict with Trust Indenture Act.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the provision of such Act shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the provision of such Act
shall be deemed to apply to this Indenture as so modified or to be excluded, as
the case may be.



                                      -16-
<PAGE>

                                                                    CONFIDENTIAL


Section 111.      Effect of Headings and Table of Contents.

                  The Article and Section headings herein, the reconciliation
and tie between the Trust Indenture Act and this Indenture and the Table of
Contents are for convenience only and shall not affect the construction hereof.

Section 112.      Successors and Assigns.

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

Section 113.      Separability Clause.

                  In case any provision in this Indenture or in the Securities
or in the Guarantees 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 114.      Benefits of Indenture.

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

Section 115.      Governing Law.

                  This Indenture and the Securities and the Guarantee shall be
governed by and construed in accordance with the laws of the State of New York
(except that the authorization and execution of this Indenture, the Securities
and the Guarantees shall be governed by the laws of the respective jurisdictions
of organization of the Company and the Guarantor).

Section 116.      Saturday, Sundays and Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security or the last day on which Holders have the
right to convert their Securities shall not be a Business Day at any Place of
Payment or conversion, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of principal, interest (and premium, if any) or conversion need not be
made at such Place of Payment or conversion on such date, but may be made on the
next succeeding Business Day at such Place of Payment or conversion with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity or on such last day for conversion; provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Stated Maturity or such last
day for conversion, as the case may be.

Section 117.      Submission to Jurisdiction.

                  The Company agrees that any legal suit, action or proceeding
arising out of or based upon the Indenture or the Securities may be instituted
in any state or Federal court in the



                                      -17-

<PAGE>

                                                                    CONFIDENTIAL


Borough of Manhattan, The City of New York, New York, United States, waives, to
the extent it may effectively do so, any objection which it may have now or
hereafter to the laying of the venue of any such suit, action or proceeding, and
irrevocably submits to the jurisdiction of any such court in any such suit,
action or proceeding. The Company has designated and appointed CT Corporation
System (or any successor corporation) as the Company's authorized agent to
accept and acknowledge on its behalf service of any and all process which may be
served in any such suit, action or proceeding in any such court and agrees that
service of process upon said agent at its office at 111 Eighth Avenue, New York,
New York, 10011, attention Service of Process Department (or at such other
address in the Borough of Manhattan, The City of New York, as the Company may
designate by written notice to the Guarantor and the Trustee) shall be deemed in
every respect effective service of process upon the Company in any such suit,
action or proceeding and shall be taken and held to be valid personal service
upon the Company, whether or not the Company shall then be doing, or at any time
shall have done, business within the State of New York, and any such service of
process shall be of the same force and validity as if service were made upon it
according to the laws governing the validity and requirements of such service in
such State, and waives all claim of error by reason of any such service. Said
designation and appointment shall be irrevocable until the Indenture shall have
been satisfied and discharged in accordance with Article Four. The Company
agrees to take all action as may be necessary to continue the designation and
appointment of CT Corporation System or any successor corporation in full force
and effect so that the Company shall at all times have an agent for service of
process for the above purposes in the Borough of Manhattan, The City of New
York, New York, United States.

                  The Guarantor agrees that any legal suit, action or proceeding
arising out of or based upon the Indenture or the Guarantees may be instituted
in any state or Federal court in the Borough of Manhattan, The City of New York,
New York, United States, waives, to the extent it may effectively do so, any
objection which it may have now or hereafter to the laying of the venue of any
such suit, action or proceeding, and irrevocably submits to the jurisdiction of
any such court in any such suit, action or proceeding. The Guarantor has
designated and appointed CT Corporation System (or any successor corporation) as
the Guarantor's authorized agent to accept and acknowledge on its behalf service
of any and all process which may be served in any such suit, action or
proceeding in any such court and agrees that service of process upon said agent
at its office at 111 Eighth Avenue, New York, New York, 10011, attention Service
of Process Department (or at such other address in the Borough of Manhattan, The
City of New York, as the Guarantor may designate by written notice to the
Company and the Trustee) shall be deemed in every respect effective service of
process upon the Guarantor in any such suit, action or proceeding and shall be
taken and held to be valid personal service upon the Guarantor, whether or not
the Guarantor shall then be doing, or at any time shall have done, business
within the State of New York, and any such service of process shall be of the
same force and validity as if service were made upon it according to the laws
governing the validity and requirements of such service in such State, and
waives all claim of error by reason of any such service. Said designation and
appointment shall be irrevocable until the Indenture shall have been satisfied
and discharged in accordance with Article Four. The Guarantor agrees to take all
action as may be necessary to continue the designation and appointment of CT
Corporation System or any successor corporation in full force and effect so that
the Guarantor shall at all times have an agent for service of process for the
above purposes in the Borough of Manhattan, The City of New York, New York,
United States.




                                      -18-
<PAGE>

                                                                    CONFIDENTIAL

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.      Forms Generally.

                  The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by
or pursuant to a Board Resolution of the Company or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified on behalf of the Company by
any member of the Board of Directors or the Secretary or the Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of
such Securities. The text of the Guarantee shall be endorsed on the Securities
of each series in substantially the form set forth in Section 205, or in the
form of such other Guarantee as shall be established by or pursuant to a Board
Resolution of the Guarantor and/or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
as are required or permitted by this Indenture and may have such letters,
numbers or other works of identification and such legends and endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the person duly
authorized thereto executing such Securities, all as evidenced by such
execution. If the Guarantee the text of which is to be endorsed on the
Securities of any series, is established by action taken pursuant to a Board
Resolution of the Guarantor, a copy of an appropriate record of such action
shall be certified by any member of the Board of Directors or the Secretary or
the Assistant Secretary of the Guarantor and delivered to the Trustee at or
prior to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

                  The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

                  The certificated Securities 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 of such Securities.




                                      -19-

<PAGE>

                                                                    CONFIDENTIAL


Section 202.      Form of Registered Security.

                      [FORM OF FACE OF REGISTERED SECURITY]

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                           COCA-COLA HBC FINANCE B.V.
              with its corporate seat in Amsterdam, The Netherlands

                               [Title of Security]

No. ____________                                               _________________

                  [Insert Private Placement Legend if required:

                  "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1)
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN A
TRANSACTION PURSUANT TO AND IN COMPLIANCE WITH ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES."]

                  [Legend if the Security is a Registrable Security and unless
otherwise specified as contemplated in Section 301:

                  THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE
BENEFITS OF, THE REGISTRATION RIGHTS AGREEMENT, DATED SEPTEMBER o, 2003, AMONG
THE COMPANY, THE GUARANTOR AND THE OTHER PARTIES REFERRED TO THEREIN.]

                  COCA-COLA HBC FINANCE B.V., a corporation incorporated under
the laws of The Netherlands (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ___________________________________________,
or registered assigns, the principal sum of _________________________________ on
________________________________________________ [if the Security is to bear
interest prior to Maturity, insert - , and to pay interest thereon from
_____________, ___ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-



                                      -20-
<PAGE>

                                                                    CONFIDENTIAL


annually in arrears on ____________ and ____________ in each year] [annually in
arrears on ______________ in each year], commencing ___________, ___, at the
rate of ____% per annum, until the principal hereof is paid or made available
for payment [if applicable, insert - , provided that any principal and premium,
and any such instalment of interest, which is overdue shall bear interest at the
rate of __% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand.] The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the _______ [or _______] (whether or not a Business Day)[, as the case may be,]
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

                  [If a Registrable Security and unless otherwise specified as
contemplated in Section 301, then insert: provided, however, that if (i) a
registration statement (the "Exchange Offer Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), registering a
security substantially identical to this Security (except that such Security
will not contain terms with respect to the Special Interest payments described
below or legends reflecting transfer restrictions) pursuant to an exchange offer
(the "Exchange Offer") has not been filed or has not become or been declared
effective on or before the date on which such registration statement is required
to be filed or is required to become or be declared effective pursuant to the
Registration Rights Agreement dated as of o (the "Registration Rights
Agreement"), among the Company, the Guarantor and the other parties referred to
therein, or, if applicable, a registration statement registering this Security
for resale (a "Shelf Registration Statement") has not become or been declared
effective on or before the date on which such registration statement is required
to become or be declared effective pursuant to the Registration Rights
Agreement, or (ii) the Exchange Offer has not been completed on or before the
date on which such Exchange Offer is required to be completed pursuant to the
Registration Rights Agreement, or (iii) any Exchange Offer Registration
Statement or the Shelf Registration Statement, if applicable, is filed and
declared effective but shall thereafter cease to be effective (except as
specifically permitted pursuant to the Registration Rights Agreement) without
being succeeded immediately (except as specifically permitted pursuant to the
Registration Rights Agreement) by another registration statement filed and
declared effective, in each case in Clauses (i) through (iii) upon the terms and
conditions set forth in the Registration Rights Agreement (each such event
referred to in Clauses (i) through (iii), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then interest will accrue (in addition to any
stated interest on the Securities) (the "Step-Up") at a per annum rate of o% for
such Registration Default Period from and including the date on which a
Registration Default first occurs to but excluding the first date (the
"Step-Down Date") that no Registration Default is in effect, provided that the
maximum aggregate increase in the interest rate will not exceed a per annum rate
of o%. Interest accruing as a result of the




                                      -21-

<PAGE>

                                                                    CONFIDENTIAL


Step-Up is referred to herein as "Special Interest." Accrued Special Interest,
if any, shall be paid semi-annually on o and o in each year, [and the amount of
accrued Special Interest shall be determined on the basis of the number of days
during which such Registration Default is in effect]. The Company shall provide
the Trustee with written notice of the date of any Registration Default and the
Step-Down Date and the amount of any Special Interest payable on any relevant
Interest Payment Date. Any accrued and unpaid interest (including Special
Interest and any additional amounts payable with respect to any interest,
including Special Interest, if any) on this Security upon the issuance of an
Exchange Security (as defined in the Indenture) in exchange for this Security
shall cease to be payable to the Holder hereof but such accrued and unpaid
interest (including Special Interest and/or any additional amounts) shall be
payable on the next Interest Payment Date for such Exchange Security.]

                  [If the Security is not to bear interest prior to Maturity,
insert - The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity, and in such case the overdue principal and any overdue
premium shall bear interest at the rate of ____% per annum (to the extent that
the payment of such interest shall be legally enforceable), from the date such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal shall be payable on demand. Any such interest on any
overdue principal or premium which is not so paid on demand shall bear interest
at the rate of ____% per annum (to the extent that the payment of such interest
on interest shall be legally enforceable), from the date of such demand until
the amount so demanded is paid or made available for payment. Interest on
overdue interest shall be payable on demand.]

                  Payment of the principal of [(and premium, if any)] and [if
applicable, insert - any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in ____________, in
[such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts] [If Security is denominated and
payable in United States dollars insert currency and method of payment] [if
applicable, insert - ; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  [All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.]

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or through
an Authenticating Agent, by manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



                                      -22-

<PAGE>

                                                                    CONFIDENTIAL


                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed by a person duly authorized in that behalf.

Dated:

                                                 COCA-COLA HBC FINANCE B.V.,
                                                 As Issuer


                                                 By: ___________________________
                                                     Name:
                                                     Title:




                                      -23-



<PAGE>

                                                                    CONFIDENTIAL


                          [FORM OF REVERSE OF SECURITY]

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of September 17, 2003 (herein called
the "Indenture" which term shall have the meaning assigned to it in such
instrument), and The Bank of New York, as Trustee (herein called the "Trustee",
which term includes any other successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [, limited in aggregate principal
amount to U.S.$___________].

                  [If applicable, insert - The Securities of this series are
subject to redemption upon not less than 30 nor more than 60 days' notice by
mail, at any time and from time to time, in whole or in part, at the election of
the Company or the Guarantor, at a Redemption Price equal to the greater of (i)
100% of the principal amount of the Securities to be redeemed, and (ii) the sum
of the present values of the Remaining Scheduled Payments discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus o basis points, together with,
in each case, accrued and unpaid interest on the principal amount of the
Securities to be redeemed to the date of redemption. In connection with such
optional redemption the following defined terms apply:

o  "Treasury Rate" means, with respect to any redemption date, the rate per
   annum equal to the semi-annual equivalent yield to maturity (computed as of
   the third business day immediately preceding that redemption date) of the
   Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
   (expressed as a percentage of its principal amount) equal to the Comparable
   Treasury Price for that redemption date.

o  "Comparable Treasury Issue" means the United States Treasury security
   selected by the Independent Investment Banker that would be utilized, at the
   time of selection and in accordance with customary financial practice, in
   pricing new issues of corporate debt Securities of comparable maturity to the
   remaining term of the Securities. "Independent Investment Banker" means one
   of the Reference Treasury Dealers appointed by the Company or the Guarantor
   to act as the "Independent Investment Banker".

o  "Comparable Treasury Price" means, with respect to any redemption date, (i)
   the average of the bid and asked prices for the Comparable Treasury Issue
   (expressed in each case as a percentage of its principal amount) on the third
   business day preceding that redemption date, as set forth in the daily
   statistical release designated H.15 (519) (or any successor release)
   published by the Federal Reserve Bank of New York and designated "Composite
   3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release
   (or any successor release) is not published or does not contain such prices
   on such business day, (A) the average of the Reference Treasury Dealer
   Quotations for that redemption date, after excluding the highest and lowest
   of such Reference Treasury Dealer Quotations, or (B) if the Independent
   Investment Banker for the Securities obtains fewer than four such Reference
   Treasury Dealer Quotations, the average of all such Quotations.



                                      -24-
<PAGE>

                                                                    CONFIDENTIAL


o  "Reference Treasury Dealer" means each of o, o and o and their respective
   successors and two other nationally recognized investment banking firms that
   are Primary Treasury Dealers specified from time to time by the Company,
   provided, however, that if any of the foregoing shall cease to be a primary
   U.S. Government Securities dealer in New York City (a "Primary Treasury
   Dealer"), the Company or the Guarantor shall substitute therefore another
   nationally recognized investment banking firm that is a Primary Treasury
   Dealer.

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

o  "Remaining Scheduled Payments" means, with respect to each Security to be
   redeemed, the remaining scheduled payments of the principal thereof and
   interest thereon that would be due after the related redemption date but for
   such redemption, provided, however, that, if that redemption date is not an
   interest payment date with respect to such notes, the amount of the next
   succeeding scheduled interest payment thereon will be reduced by the amount
   of interest accrued thereon to that redemption date.

                  On and after any redemption date, interest will cease to
accrue on the Securities or any portion thereof called for redemption. On or
before any redemption date, the Company or the Guarantor shall deposit with a
paying agent (or the Trustee) money sufficient to pay the Redemption Price of
the Securities to be redeemed on such date. If less than all the Securities of a
series are to be redeemed, the Securities to be redeemed shall be selected by
the Trustee on a pro rata basis, by lot or by such other method as the Trustee
shall deem fair and appropriate. The Redemption Price shall be calculated by the
Independent Investment Banker and either the Company or the Guarantor. The
Trustee and any paying agent for the Securities shall be entitled to rely on
such calculation.]

                  [If applicable, insert - The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [if
applicable, insert - (1) on ___________ in any year commencing with the year
______ and ending with the year ______ through operation of the sinking fund for
this series at a Redemption Price equal to [insert formula for determining
amount] (with the amount in excess of 100% of the principal amount being
additional interest), and (2)] at any time [if applicable, insert - on or after
__________, ____], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [if applicable, insert - on or before _______________, __%, and if
redeemed] during the 12-month period beginning _____________ of the years
indicated,


                                      -25-
<PAGE>


                                                                    CONFIDENTIAL


<TABLE>
<CAPTION>
                                     Redemption                                           Redemption
            Year                        Price                      Year                      Price


           <S>                       <C>                          <C>                      <C>






</TABLE>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert - (whether
through operation of the sinking fund or OTHERWISE)] with accrued interest to
the Redemption Date, but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

                  [If applicable, insert - The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, (1) on
____________ in any year commencing with the year ____ and ending with the year
____, through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [if applicable, insert - on or after ____________, ___], as a whole or
in part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount, with the amount in excess of 100% of the principal
amount being additional interest) set forth in the table below: If redeemed
during the 12-month period beginning ______________ of the years indicated,

<TABLE>
<CAPTION>
                                       Redemption Price For Redemption           Redemption Price For Redemption
                                           Through Operation of the              Otherwise Than Through Operation
                Year                             Sinking Fund                        of the Sinking Fund
                ----                  --------------------------------           --------------------------------

                <S>                   <C>                                        <C>






</TABLE>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.]




                                      -26-
<PAGE>

                                                                    CONFIDENTIAL



                  [If applicable, insert - Notwithstanding the foregoing, the
Company may not, prior to _____________, redeem any Securities of this series as
contemplated by [If applicable, insert - Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than _____% per annum.]

                  [If applicable, insert - The sinking fund for this series
provides for the redemption on ____________ in each year beginning with the year
______ and ending with the year ______ of [if applicable, insert - not less than
U.S.$__________ ("mandatory sinking fund") and not more than U.S.$_________]
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [if
applicable, insert - mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert - mandatory] sinking fund payments otherwise
required to be made [if applicable, insert - in the inverse order in which they
become due].]

                  [If applicable, insert - the Redemption Price of the
Securities shall be equal to the applicable percentage of the principal amount
at Stated Maturity set forth below:

<TABLE>
<CAPTION>
               If Redemption During the                                      Redemption
              12-Month Period Commencing                                       Price
              --------------------------                                     ----------
              <S>                                                            <C>




</TABLE>

together with, in each case (except if the Redemption Date shall be a
_____________), an amount equal to the applicable Redemption Price multiplied by
a fraction the numerator of which is the number of days from but not including
the preceding ________________ to and including the Redemption Date multiplied
by the difference between the Redemption Price applicable during the 12 months
beginning on the _________________ following the Redemption Date (or, in the
case of a Redemption Date after ________________, 100%) and the Redemption Price
applicable on the Redemption Date and the denominator of which is the total
number of days from but not including the _________________ preceding the
Redemption Date to and including the next succeeding _____________. The Company
will also pay to each eligible Holder, or make available for payment to each
such Holder, on the Redemption Date any additional interest (as set forth on the
face hereof) resulting from the payment of such Redemption Price.]

                  [If applicable insert - The Redemption Price of the Securities
in an event of default would include, in addition to the face amount of the
Security, an amount equal to the Original Issue Discount accrued since the issue
date. Original Issue Discount (the difference between the issue price and the
principal amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at ___% per annum, on a semi-annual
bond equivalent basis using a 360-day year composed of twelve 30-day months,
commencing on the Issue Date of this Security.]

                  [If applicable insert - Notice of redemption will be given by
mail to Holders of Securities, not less than 30 nor more than 60 days prior to
the date fixed for redemption, all as provided in the Indenture.]



                                      -27-
<PAGE>

                                                                    CONFIDENTIAL


                  [If the Security is subject to redemption of any kind, insert
- In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

                  [If applicable, insert - If any deduction or withholding for
any present or future taxes, assessments or other governmental charges of The
Netherlands or in The Hellenic Republic or any other jurisdiction, (including
any political subdivision or taxing authority thereof or therein) in which the
Company is incorporated shall at any time be required by such jurisdiction (or
any such political subdivision or taxing authority thereof or therein) in
respect of any amounts to be paid by the Company relating to principal of or
interest on the Securities, the Company will pay as additional interest to the
Holder of the Securities such additional amounts, as may be necessary in order
that the net amounts paid to such Holder pursuant to the terms of the
Securities, after such deduction or withholding, shall be not less than such
amounts as such Holder would otherwise be entitled to receive; provided,
however, that such amounts shall be payable only to Holders (a) that are not
resident in The Netherlands for purposes of its tax, (b) that are not resident
in The Hellenic Republic for purposes of its tax and that do not have a Greek
tax Registration Number (AFM), and (c) that are not resident for tax purposes
and are not registered with the tax authorities in any other applicable
jurisdiction (political subdivision or taxing authority thereof or therein) in
which the Company is incorporated; and provided, further, that the Company shall
not be required to make any payment of additional amounts for or on account of:

              (1) any tax, assessment or other governmental charge which would
                  not have been imposed but for the existence of any present or
                  former connection between such Holder (or between a fiduciary,
                  settlor, beneficiary, member or shareholder of, or possessor
                  of a power over, such Holder, if such Holder is an estate,
                  trust, partnership or corporation) and the applicable
                  jurisdiction, or any political subdivision or territory or
                  possession thereof or therein or area subject to its
                  jurisdiction, including, without limitation, such Holder (or
                  such fiduciary, settlor, beneficiary, member, shareholder or
                  possessor) being or having been a citizen or resident thereof
                  or treated as a resident thereof or there having been present
                  or engaged in trade or business therein or having or having
                  had a permanent establishment therein,

              (2) any estate, inheritance, gift, sales, transfer, stamp,
                  personal property or similar tax, assessment or other
                  governmental charge,

              (3) any tax, assessment or other governmental charge which is
                  payable other than by withholding from payments of (or in
                  respect of) principal of, premium, if any or any interest on,
                  the Securities,

              (4) any tax, assessment or other governmental charge required to
                  be withheld by any Paying Agent from any payment of principal,
                  premium, if any, or any interest on, the Securities, if such
                  payment can be made without such withholding by any other
                  Paying Agent,

              (5) any tax, assessment or other governmental charge which would
                  not have been imposed or withheld if such Holder had made a
                  timely and accurate declaration



                                      -28-
<PAGE>

                                                                    CONFIDENTIAL



                  of non-residence or other similar claim for exemption or
                  present any applicable form or certificate, upon the making or
                  presentation of which that Holder would either have been able
                  to avoid such tax, assessment or charge or to obtain a refund
                  of such tax, assessment or charge, including certification or
                  documentation to the effect that such Holder or beneficial
                  owner is not a resident and lacks other connections with the
                  applicable jurisdiction or had made any other declaration or
                  satisfied any other information requirements required to avoid
                  such tax assessment or other governmental charge,

              (6) any tax, assessment or other governmental charge which would
                  not have been imposed but for the presentation of the
                  Securities (where presentation is required) for payment on a
                  date more than 30 days after the date on which such payment
                  became due and payable or the date on which payment thereof
                  was duly provided for, whichever occurred later,

              (7) any payment under or with respect to the Securities to any
                  Holder that is a fiduciary or partnership or any Person other
                  than the sole beneficial owner of such payment or this
                  Security, to the extent that a beneficiary or settlor with
                  respect to such fiduciary, a member of such partnership or the
                  beneficial owner of such payment or this Security would not
                  have been entitled to the additional amounts had such
                  beneficiary, settlor, member of beneficial owner been the
                  actual Holder of the Securities,

              (8) any withholding tax required to be deducted by the Company or
                  the Guarantor from any amounts to be paid by Company or the
                  Guarantor under the Securities or the Guarantees endorsed
                  thereon, as the case may be, pursuant to the European Union
                  Directive on the taxation of savings implementing the
                  conclusions of the European Council of Economic and Finance
                  Ministers ("ECOFIN") meeting on June 3, 2003, or any law
                  implementing or complying with, or introduced in order to
                  conform to, such Directive, or

              (9) any combination of the items (1), (2), (3), (4), (5), (6), (7)
                  and (8) above.]

                  [If applicable insert - The foregoing provisions shall apply
mutatis mutandis to any withholding or deduction for or on account of any
present or future taxes, assessments or governmental charges of whatever nature
of any jurisdiction in which any successor Person to the Company is organized,
or any political subdivision or taxing authority thereof or therein.]

                  [If applicable insert - The Securities of this series may be
redeemed at the option of the Company or the Guarantor, in whole but not in
part, upon not less than 30 nor more than 60 days' notice given as provided in
the Indenture, at any time at a Redemption Price equal to the principal amount
thereof plus accrued interest to the date fixed for redemption, if: (a) either
the Company or the Guarantor determines that, as a result of any change in or
amendment to the laws or any regulations or rulings promulgated thereunder of
the jurisdiction (or of any political subdivision or taxing authority of or in
such jurisdiction) in which the Company or the Guarantor is incorporated (or in
the case of a successor Person to the Company or the Guarantor, of the
jurisdiction in which such successor Person is organized or any political
subdivision or taxing authority thereof or therein), or any change in the
official application or interpretation of such laws, regulations or rulings, or
any change in the official application or interpretation of, or any




                                      -29-

<PAGE>

                                                                    CONFIDENTIAL


execution of or amendment to, any treaty or treaties affecting taxation to which
such jurisdiction (or such other jurisdiction or political subdivision or taxing
authority) is a party, which change, execution or amendment becomes effective on
or after o (or, in the case of a successor Person to the Company or the
Guarantor, the date on which such successor Person became such pursuant to the
applicable provision of the Indenture, or in the case of any assumption by the
Guarantor or any of its Subsidiaries of obligations of the Company under the
applicable provision of the Indenture): (i) either the Company or the Guarantor
(or such successor Person) is or would be required to pay additional amounts
with respect to the Securities of this series or the Guarantees endorsed
thereon, respectively, on the next succeeding Interest Payment Date and the
payment of such additional amounts cannot be avoided by the use of reasonable
measures available to the Company or the Guarantor, as the case may be, or (ii)
tax has been or would be required to be deducted or withheld with respect to
interest income received or receivable by the Company directly from the
Guarantor or any of its Affiliates, or the interest payable by the Company under
the Securities cannot be settled against interest income received or receivable
by the Company directly from the Guarantor or any of its Affiliates and such
withholding tax or corporate income tax obligation cannot be avoided by the use
of reasonable measures available to the Company or the Guarantor; or (b) either
the Company or the Guarantor determines that, as a result of any action taken by
any legislative body of, taxing authority of, or any action brought in a court
of competent jurisdiction , in the jurisdiction (or any political subdivision or
taxing authority of or in any such jurisdiction) in which the Company or the
Guarantor is incorporated (or, in the case of a successor Person to the Company
or the Guarantor, of the jurisdiction in which such successor Person is
organized or any political subdivision or taxing authority thereof or therein)
(whether or not such action was taken or brought with respect to the Company or
the Guarantor or such successor Person), which action is taken or brought on or
after o (or, in the case of a successor Person to the Company or the Guarantor,
the date on which such successor Person became such pursuant to the applicable
provision of the Indenture, or in the case of any assumption by the Guarantor or
any of its Subsidiaries of obligations of the Company under the applicable
provision of the Indenture, the date of such assumption), there is a substantial
probability that the circumstances described in (a) above would exist, provided,
however, that no such notice of redemption may be given earlier than 90 days
prior to the earliest date on which the Company or the Guarantor or such
successor Person would be obligated to pay such additional amounts. The Company
or the Guarantor or such successor Person as the case may be, will also pay to
each Holder, or make available for payment to each such Holder, on the
redemption date any additional amounts resulting from the payment of such
Redemption Price.]

                  [If applicable insert - The Securities of this series may also
be redeemed in whole but not in part upon not less than 30 nor more than 60
days' notice given as provided in the Indenture at any time at a Redemption
Price equal to the principal amount thereof plus accrued interest to the date
fixed for redemption, if, following a consolidation, amalgamation, merger,
conveyance, transfer or lease of assets or any similar transaction, that is
entered into by the Guarantor, in accordance with the Indenture, involving a
Person that assumes the Guarantor's obligations under the Guarantees endorsed
thereon or, if applicable, that guarantees the Company's obligations under the
Securities, that Person may be required to pay additional amounts, even if such
additional amounts became payable immediately upon completion of the
consolidation, amalgamation, merger, conveyance, transfer or lease of assets or
any such similar transaction, including in connection with an internal corporate
reorganization, that is entered into by the Guarantor. Neither the Company nor
the Guarantor nor any other Person will have any obligation to seek to avoid the
obligation to pay additional amounts in that situation.]



                                      -30-
<PAGE>

                                                                    CONFIDENTIAL


                  [If applicable, insert - The Indenture contains provisions for
defeasance at any time of [the entire indebtedness on this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case,] upon compliance with certain conditions set forth in
the Indenture.]

                  [If applicable, insert - Unless the context otherwise
requires, the Original Securities (as defined in the Indenture) and the Exchange
Securities (as defined in the Indenture), of the same series shall constitute
one series for all purposes under the Indenture, including without limitation,
amendments, waivers and redemptions.]

                  [If applicable, insert - Subject to and upon compliance with
the provisions of the Indenture, the Holder of this Security is entitled, at his
option, at any time after _________________, to convert this Security into
[Describe Securities and conversion mechanics].]

                  [If applicable, insert - In the event of conversion of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unconverted portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

                  [If the Security is not an Original Issue Discount Security,
insert - If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

                  [If the Security is an Original Issue Discount Security,
insert - If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture. Such amount shall be equal to - insert formula for determining
the amount. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the applicable issuer's obligations in respect of the
payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Guarantor and the rights of the Holders of
the Securities of each series to be affected under the Indenture at any time by
the Company, the Guarantor and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.



                                      -31-
<PAGE>

                                                                    CONFIDENTIAL


                  As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have any right to
institute any proceeding with respect to the Indenture, this Security or for any
remedy thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in principal of the Outstanding Securities of this series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the
principal [(and premium, if any)] or [any] interest on this Security on or after
the respective due dates expressed herein [If applicable insert - or to a suit
instituted by the Holder hereof for the enforcement of the right to convert this
Security in accordance with the Indenture]

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed or to convert this Security as provided in
the Indenture.

                  The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same. As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company or the Trustee nor any such agent shall be affected by notice to the
contrary.

                  THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



                                      -32-

<PAGE>


                                                                    CONFIDENTIAL


                  [Schedule if the Security is a Global Security]

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

                  The following exchanges of a part of this Global Security for
an interest in another Global Security or for a Certificated Security, or
exchanges of a part of another Global Security or Certificated Security for an
interest in this Global Security, have been made:

<TABLE>
<CAPTION>

                        Amount of decrease       Amount of increase    Principal Amount
                           in Principal             in Principal        of this Global          Signature of
                            Amount of                Amount of        Security following     authorized officer
                           this Global              this Global         such decrease           of Trustee or
  Date of Exchange          Security                 Security           (or increase)             Custodian

  <S>                   <C>                     <C>                    <C>                   <C>


</TABLE>






                                      -33-

<PAGE>


                                                                    CONFIDENTIAL


Section 203.      Form of Legend for Global Securities.

                  Unless otherwise specified as contemplated by Section 301 for
the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS
THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 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.

Section 204.      Form of Trustee's Certificate of Authentication.

                  The Trustee's certificates of authentication shall be in
substantially the following form:

                          CERTIFICATE OF AUTHENTICATION

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

         Dated:

                                                     The Bank of New York,
                                                     As Trustee



                                                     By:________________________
                                                          Authorized Signatory

Section 205.      Text of Guarantee.

                  The text of the Guarantee shall be endorsed on each series of
the Securities in substantially the form set forth below. When Securities of a
series on which the text of the Guarantee is endorsed is executed, authenticated
and delivered pursuant to the provisions of Section 303 hereof, the Guarantee
shall bind the Guarantor with respect to such Securities notwithstanding the
fact that such text of the Guarantee does not bear the signature of the
Guarantor.


                                      -34-

<PAGE>

                                                                    CONFIDENTIAL


        TEXT OF THE GUARANTEE OF COCA-COLA HELLENIC BOTTLING COMPANY S.A.

                  For value received, Coca-Cola Hellenic Bottling Company S.A.,
a societe anonyme duly organized and existing under the laws of The Hellenic
Republic (herein called the "Guarantor", which term includes any successor
corporation under the Indenture referred to in the Security upon which this
Guarantee is endorsed), hereby fully, unconditionally and irrevocably guarantees
to the Holder of the Security upon which this Guarantee is endorsed and to the
Trustee referred to in such Indenture due and punctual payment of the principal
of (and premium, if any) and interest on such Security and the due and punctual
payment of any sinking fund payments provided for therein, when and as the same
shall become due and payable (subject to any period of grace provided with
respect thereto), whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, according to the terms thereof
and of the Indenture referred to therein. In case of the failure of Coca-Cola
HBC Finance B.V., a corporation duly organized and existing under the laws of
The Netherlands (herein called the "Company", which term includes any successor
corporation under such Indenture) punctually to make any such principal,
premium, interest or sinking fund payment, the Guarantor hereby agrees to cause
any such payment to be made promptly when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration of acceleration, call
for redemption or otherwise, and as if such payment were made by the Company.

                  [If applicable, insert - If any deduction or withholding for
any present or future taxes, assessments or other governmental charges of The
Hellenic Republic or The Netherlands or any other jurisdiction, (including any
political subdivision or taxing authority thereof or therein) in which the
Guarantor is incorporated shall at any time be required by such jurisdictions
(or any such political subdivision or taxing authority thereof or therein) in
respect of any amounts to be paid by the Guarantor relating to principal of or
interest on this Guarantee, the Guarantor will pay as additional interest to the
Holder of this Security such additional amounts, as may be necessary in order
that the net amounts paid to such Holder pursuant to the terms of this
Guarantee, after such deduction or withholding, shall be not less than such
amounts as such Holder would otherwise be entitled to receive; provided,
however, that such amounts shall be payable only to Holders (a) that are not
resident in The Hellenic Republic for purposes of its tax and that do not have a
Greek Tax Registration Number (AFM), (b) that are not resident in The
Netherlands for purposes of its tax, and (c) that are not resident for tax
purposes and are not registered with the tax authorities in any other applicable
jurisdiction (political subdivision or taxing authority thereof or therein) in
which the Guarantor is incorporated; and provided, further, that the Guarantor
shall not be required to make any payment of additional amounts for or on
account of:

(1)  any tax, assessment or other governmental charge which would not have been
     imposed but for the existence of any present or former connection between
     such Holder (or between a fiduciary, settlor, beneficiary, member or
     shareholder of, or possessor of a power over, such Holder, if such Holder
     is an estate, trust, partnership or corporation) and the applicable
     jurisdiction, or any political subdivision or territory or possession
     thereof or therein or area subject to its jurisdiction, including, without
     limitation, such Holder (or such fiduciary, settlor, beneficiary, member,
     shareholder or possessor) being or having been a citizen or resident
     thereof or treated as a resident thereof or there having been present or
     engaged in trade or business therein or having or having had a permanent
     establishment therein,

(2)  any estate, inheritance, gift, sales, transfer, stamp, personal property or
     similar tax, assessment or other governmental charge,


                                      -35-

<PAGE>

                                                                    CONFIDENTIAL



(3)  any tax, assessment or other governmental charge which is payable other
     than by withholding from payments of (or in respect of) principal of,
     premium, if any or any interest on, this Security,

(4)  any tax, assessment or other governmental charge required to be withheld by
     any Paying Agent from any payment of principal, premium, if any, or any
     interest on, this Security, if such payment can be made without such
     withholding by any other Paying Agent,

(5)  any tax, assessment or other governmental charge which would not have been
     imposed or withheld if such Holder had made a timely and accurate
     declaration of non-residence or other similar claim for exemption or
     present any applicable form or certificate, upon the making or presentation
     of which that Holder would either have been able to avoid such tax,
     assessment or charge or to obtain a refund of such tax, assessment or
     charge, including certification or documentation to the effect that such
     Holder or beneficial owner is not a resident and lacks other connections
     with the applicable jurisdiction or had made any other declaration or
     satisfied any other information requirements required to avoid such tax
     assessment or other governmental charge,

(6)  any tax, assessment or other governmental charge which would not have been
     imposed but for the presentation of this Security (where presentation is
     required) for payment on a date more than 30 days after the date on which
     such payment became due and payable or the date on which payment thereof
     was duly provided for, whichever occurred later,

(7)  any payment under or with respect to this Security to any Holder that is a
     fiduciary or partnership or any Person other than the sole beneficial owner
     of such payment or this Security, to the extent that a beneficiary or
     settlor with respect to such fiduciary, a member of such partnership or the
     beneficial owner of such payment or this Security would not have been
     entitled to the additional amounts had such beneficiary, settlor, member or
     beneficial owner been the actual Holder of this Security,

(8)  any withholding tax required to be deducted by the Company or the Guarantor
     from any amounts to be paid by Company or the Guarantor under the
     Securities or the Guarantees, as the case may be, pursuant to the European
     Union Directive on the taxation of savings implementing the conclusions of
     the European Council of Economic and Finance Ministers ("ECOFIN") meeting
     on June 3, 2003, or any law implementing or complying with, or introduced
     in order to conform to, such Directive, or

(9)  any combination of the items (1), (2), (3), (4), (5), (6), (7) and (8)
     above.

                  [If applicable, insert - The foregoing provisions shall apply
mutatis mutandis to any withholding or deduction for or on account of any
present or future taxes, assessments or governmental charges of whatever nature
of any jurisdiction in which any successor Person to the Company is organized,
or any political subdivision or taxing authority thereof or therein.]

                  The Guarantor hereby agrees that its obligations hereunder
shall be as if it were principal debtor and not merely surety, and shall be
absolute, full, unconditional and irrevocable, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of such Security
or such Indenture, any failure to enforce the provisions of such Security or
such Indenture, or any waiver, modification or indulgence granted to the Company
with respect


                                      -36-

<PAGE>



thereto, by the Holder of such Security or such Trustee, or any other
circumstance which may otherwise constitute a legal or equitable discharge of a
surety or guarantor; provided, however, that, notwithstanding the foregoing, no
such waiver, modification or indulgence shall, without the consent of the
Guarantor, increase the principal amount of such Security or the interest rate
thereon or increase any premium payable upon redemption thereof. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of merger or bankruptcy of the Company, any right to require
a proceeding first against the Company, protest or notice with respect to such
Security or the indebtedness evidenced thereby or with respect to any sinking
fund payment required under such Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of (and premium, if any) and interest on such Security. This is
a guarantee of payment and not of collection.

                  The Guarantor shall be subrogated to all rights of the Holder
of such Security against the Company in respect of any amounts paid to such
Holder by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until the
principal of (and premium, if any) and interest on all Securities of the same
series issued under such Indenture shall have been paid in full.

                  No reference herein to such Indenture and no provision of this
Guarantee or of such indenture shall alter or impair the guarantee of the
Guarantor, which is absolute and unconditional, of the due and punctual payment
of the principal of (and premium, if any) and interest on the Security upon
which this Guarantee is endorsed at the times, place and rate, and in the cash
or currency prescribed therein.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication of such Security shall have been
manually executed by or on behalf of the Trustee under such Indenture.

                  All terms used in this Guarantee which are defined in such
Indenture shall have the meanings assigned to them in such Indenture.

                  The Guarantee shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of the State of New York.

                  IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to
be signed by a person duly authorized in that behalf.

                                                     COCA-COLA HELLENIC BOTTLING
                                                     COMPANY S.A.
                                                     As Guarantor


                                                     By:________________________
                                                              Name:
                                                              Title:


                                      -37-
<PAGE>

                                                                    CONFIDENTIAL


                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.       Amount Unlimited; Issuable in Series.

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

                  The Securities may be issued in one or more series. There
shall be established by or pursuant to a Board Resolution of the Company and by
or pursuant to the authority of the Board of Directors of the Guarantor, and,
subject to Section 303, set forth, or determined in the manner provided, in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, the terms of the
Securities of such series, including (as applicable) and without limitation:

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which 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 304, 305, 307, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder),
         including any provision for the offering of additional Securities of
         the series beyond any such limit upon the aggregate principal amount of
         Securities of such series;

                  (3) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 205 and, if different from those set forth in Clause
         (2) of Section 305(a), any circumstances in which Securities issued
         upon any exchange may be registered in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                  (4) the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest,
         including the manner in which, or the Person to whom, any interest on
         any Global Security of the series shall be payable, if other than by
         wire transfer in same-day funds to the Holder;

                  (5) the date or dates on which the principal of the Securities
         of the series is payable;

                  (6) the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or dates from which such interest
         shall accrue, the Interest Payment Dates




                                      -38-
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                                                                    CONFIDENTIAL


         on which any such interest shall be payable and the Regular Record Date
         for the interest payable on any Interest Payment Date;

                  (7)  the obligation, if any, of the Company or the Guarantor
         to pay additional interest in respect of the withholding or deduction
         of taxes, assessments or other governmental charges imposed by the
         jurisdiction in which the Company or the Guarantor is incorporated upon
         payments by the Company or the Guarantor, as applicable, under the
         Securities or the Guarantees;

                  (8)  the place or places where, subject to the provisions of
         Section 1002, the principal of and any premium and interest on
         Securities of the series shall be payable, any Securities of the series
         may be surrendered for registration of transfer, any Securities of the
         series may be surrendered for exchange or conversion and notices and
         demands to or upon the Company in respect of the Securities of the
         series and this Indenture may be served;

                  (9)  the period or periods within which, the price or prices
         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 and, if other than by a Board Resolution, the manner in which
         any election by the Company to redeem the Securities shall be
         evidenced;

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

                  (11) the terms and conditions for conversion or exchange of
         Securities into preference shares of the Company (including, if
         applicable, the rights, preferences and privileges of such preference
         shares) or ordinary shares of the Company, the terms of any additional
         redemption rights of the Company relating to such terms and conditions
         for conversion or exchange, and whether any such preference shares or
         ordinary shares may be evidenced by American Depositary Receipts;

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

                  (13) the currency, currencies or currency units in which
         payment of the principal of and any premium and interest on any
         Securities of the series shall be denominated or payable if other than
         the currency of the United States and the manner of determining the
         equivalent thereof in the currency of the United States for purposes of
         the definition of "Outstanding" in Section 101 hereof;

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

                  (15) if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Company or a Holder thereof, in one or more


                                      -39-
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                                                                    CONFIDENTIAL


         currencies or currency units other than that or those in which the
         Securities are stated to be payable, the currency, currencies or
         currency units in which the principal of and any premium and interest
         on 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 and the amount so payable (or the
         manner in which such amount shall be determined);

                  (16) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (17) the application, if any, of Section 1402 or 1403 or both
         such Sections to the Securities of the series and, if other than by a
         Board Resolution, the manner in which any election by the Company to
         defease such Securities shall be evidenced;

                  (18) the terms of any Guarantee of the Securities of such
         series;

                  (19) if the principal amount payable at the Stated Maturity of
         any Securities of the series is not determinable as of any one or more
         dates prior to the Stated Maturity, the amount which shall be deemed to
         be the principal amount of such Securities for any purpose thereunder
         or hereunder, including the principal amount thereof which shall be due
         and payable upon any Maturity other than the Stated Maturity or which
         shall be deemed to be Outstanding as of any date prior to the Stated
         Maturity (or, in any such case, the manner in which such amount deemed
         to be the principal amount shall be determined);

                  (20) any addition to or change in the Events of Default which
         applies to any Securities of the series and any change in the right of
         the Trustee or the requisite Holders of such Securities to declare the
         principal amount thereof due and payable pursuant to Section 502;

                  (21) any addition to or change in the covenants set forth in
         Article Ten which applies to Securities of the series;

                  (22) whether the Securities of the series are subject to and
         entitled to the benefits of any registration rights agreement,
         including whether they may be registered for resale, all in accordance
         with the terms of this Indenture and the terms of such Security; and

                  (23) whether the Securities are Restricted Global, Restricted
         Certificated, Unrestricted Global or Unrestricted Certificated
         Securities or SEC Registered Securities;

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

                  (25) whether the Securities of the series may be exchanged for
         Exchange Securities pursuant to an Exchange Offer (or otherwise in
         authorized denominations in exchange for a like principal amount of
         Original Securities of the same series) or resold



                                      -40-
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                                                                    CONFIDENTIAL


         pursuant to a Shelf Registration Statement, all in accordance with the
         terms of this Indenture and the terms of such Security.

                  All Securities of any one series shall be substantially
identical as to denomination, and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officer's Certificate
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 of the Company, a copy of an appropriate
record of such action shall be certified by any director, the Secretary or any
person appointed by the Board of Directors of the Company, as the case may be,
each delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms of the series.

                  Notwithstanding Section 301(2) herein and unless otherwise
expressly provided with respect to a series Securities, the aggregate principal
amount of a series of Securities may be increased and additional Securities of
such series may be issued up to the maximum aggregate principal amount
authorized with respect to such series as increased.

Section 302.      Denominations.

                  The Securities of each series shall be issuable in registered
form without coupons. Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, any Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

Section 303.      Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
any member of its Board of Directors. The signature of any such director may be
manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time members of the Board of Directors of the
Company shall bind the Company notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.
The Guarantees, by the endorsement of its text on any Security authenticated and
delivered by the Trustee, shall bind the Guarantor with respect to such
Securities notwithstanding that the individuals who were at the time of the
execution of the Guarantee proper officers of the Guarantor and whose manual or
facsimile signatures are borne thereon have ceased to hold such office prior to
the authentication and delivery of such Securities or did not hold such offices
at the date of such Security.

                  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 (having endorsed thereon the text of the Guarantees) to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities.



                                      -41-
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                                                                    CONFIDENTIAL


                  If the forms or terms of the Securities of the series, or the
Guarantees, the text of which is endorsed thereon, have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel and Officers' Certificate stating,

                  (a)      that such forms or terms have been established in
         conformity with the provisions of this Indenture; and

                  (b) 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 legally binding obligations of the Company enforceable in
         accordance with their terms, subject to such exceptions as such counsel
         shall specify.

                  (c) that the Guarantees, when the Securities upon which the
         text of the Guarantee shall have been endorsed, shall have been
         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 a valid and legally binding obligation of the
         Guarantor enforceable in accordance with its terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being advised in
writing by counsel, determines that such action may not lawfully be taken or if
the Trustee in good faith shall determine that such action would expose the
Trustee to personal liability based upon the written advice of counsel.

                  The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

                  Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officer's
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security of such series if such
documents (with appropriate modifications) are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued and reasonably contemplate the subsequent issuance of such Securities of
such series.

                  Each Security shall be dated the date of its authentication.

                  No Security or the Guarantee endorsed thereon shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security or the Guarantee


                                      -42-
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                                                                    CONFIDENTIAL


endorsed thereon shall be conclusive evidence, and the only evidence, that such
Security or the Guarantee endorsed thereon has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security or the
Guarantee endorsed thereon shall have been authenticated and delivered hereunder
but never issued and sold by the Company or the Guarantor, as the case may be,
and the Company and the Guarantor shall deliver such Security and Guarantee to
the Trustee for cancellation as provided in Section 310, for all purposes of
this Indenture such Security or Guarantee shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 304.      Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities having endorsed thereon the text
of the Guarantees which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

                  If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay.

                  After the preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor, having endorsed thereon the text of
the Guarantees.

                  Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor authenticated and
delivered hereunder.

Section 305.      Registration, Registration of Transfer and Exchange.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of such Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers of Securities.
The Trustee is hereby appointed "Security Registrar" or "Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided.

                  Subject to Section 306, upon surrender for registration of
transfer of any Security of any series at the office or agency in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or



                                      -43-
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                                                                    CONFIDENTIAL



transferees, one or more new Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, each such
Security having endorsed thereon the text of the Guarantees, upon surrender of
the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

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

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company and the
Guarantor evidencing the same debt (subject to the provisions, if any, regarding
payment of Special Interest) and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

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

                  In the event that the Company delivers to the Trustee a copy
of an Officer's Certificate certifying that a registration statement under the
Securities Act with respect to the Exchange Offer relating to a particular
series of Securities, if any such Exchange Offer is contemplated for such
series, has been declared effective by the Commission and that the Company has
offered Exchange Securities of such series to the Holders in accordance with the
Exchange Offer, the Trustee shall exchange, with delivery by a Holder permitted
under applicable law and regulation to participate in such Exchange Offer of the
Securities to be exchanged and such other documents as may be required pursuant
to a Registration Rights Agreement, such Holder's Securities for Exchange
Securities upon the terms set forth in the Exchange Offer, provided that the
Company has delivered such Exchange Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Exchange Securities.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or



                                      -44-
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                                                                    CONFIDENTIAL



(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

                  Each Global Security authenticated under this Indenture shall
be registered in the name of the Depositary designated for such Global Security
or a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.

Section 306.      Transfer and Exchange.

                  (a) Transfer and Exchange of Global Securities. A Global
Security may not be transferred as a whole except by the Depositary to a nominee
of the applicable Depositary, by a nominee of the Depositary to the Depositary
or to another nominee of the Depositary, or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary. All
Global Securities of a series will be exchanged by the Company for Certificated
Securities if:

                  (1) the Company delivers to the Trustee notice from the
         applicable Depositary (i) that such Depositary is unwilling or unable
         to continue to act as Depositary, (ii) that such Depositary is no
         longer a clearing agency registered under the Exchange Act or (iii)
         that such Depositary is unwilling or unable to continue to act as
         clearing agency and, in each case, a successor Depositary is not
         appointed by the Company within 120 days after the date of such notice
         from the Depositary;

                  (2) there has occurred and is continuing an Event of Default
         with respect to the Securities;

                  (3) if the Company, in its sole discretion, notifies the
         Trustee in writing that it elects to discontinue the system of
         book-entry transfers through a Depositary and to cause the issuance of
         Certificated Securities under this Indenture; or

                  (4) there shall exist such other circumstances, if any, as
         have been specified for this purpose as contemplated by Section 301.

                  Upon the occurrence of any of the events listed in the
preceding clauses (1) through (4) of this Section 306(a), the Company shall
execute, and the Trustee shall, upon receipt of a Company Order, authenticate
and deliver Certificated Securities of the series and in an aggregate principal
amount equal to the principal amount of the applicable Global Security in
exchange therefor. The Company will, at the cost of the Company (but against
such indemnity as the Security Registrar or any relevant agent may require in
respect of any tax or other duty of whatever nature which may be levied or
imposed in connection with such exchange), cause sufficient Certificated
Securities to be executed and delivered to the Trustee for authentication and
the Registrar for registration of the exchange and dispatch to the relevant
Holders within 30 days of the relevant event. The Trustee or the Registrar
shall, at the cost of the Company, deliver such Certificated Securities to the
Persons in whose names such Securities are so registered. Certificated
Securities issued in exchange for beneficial interests in Global Securities
pursuant to this Section 306(a) shall be registered in such names and in such
authorized denominations as the applicable Depositary, pursuant to instructions
from its direct or indirect Participants or otherwise, shall instruct the
Trustee. A Global Security may not be exchanged for another


                                      -45-
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                                                                    CONFIDENTIAL


Security other than as provided in this Section 306(a), however, beneficial
interests in a Global Security may be transferred and exchanged as provided in
Section 306(b), or (c) hereof.

                  (b) Transfer and Exchange of Beneficial Interests in the
Global Securities. The transfer and exchange of beneficial interests in the
Global Securities will be effected through the Depositary, in accordance with
the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Securities will be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Securities also
will require compliance with either subparagraph (1) or (2) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

                  (1) Transfer of Beneficial Interests in the Same Global
         Security. Beneficial interests in any Restricted Global Security may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Security in
         accordance with the transfer restrictions set forth in the Private
         Placement Legend; provided, however, that transfers of beneficial
         interests in the Regulation S Global Security may not be made to a U.S.
         Person or for the account or benefit of a U.S. Person prior to the
         expiration of the 40-day "Distribution Compliance Period" under
         Regulation S, unless such person is a "Distributor" as defined in Rule
         902. Beneficial interests in any Unrestricted Global Security may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Security. No written
         orders or instructions shall be required to be delivered to the
         Registrar to effect the transfers described in this Section 306(b)(1).

                  (2) All Other Transfers and Exchanges of Beneficial Interests
         in Global Securities - General. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         306(b)(1) above, the transferor of such beneficial interest must
         deliver to the Registrar both (i) a written order from a Participant or
         an Indirect Participant given to the applicable Depositary in
         accordance with the Applicable Procedures directing the applicable
         Depositary to credit or cause to be credited a beneficial interest in
         another Global Security in an amount equal to the beneficial interest
         to be transferred or exchanged, and (ii) instructions given in
         accordance with the Applicable Procedures containing information
         regarding the Participant account to be credited with such increase.

                  Upon consummation of an Exchange Offer by the Company in
accordance with Section 3.06(f) hereof, the requirements of Section 3.06(b)(2)
shall be deemed to have been satisfied upon receipt by the Registrar of the
instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Securities. Upon satisfaction
of all of the requirements for transfer or exchange of beneficial interests in
Global Securities contained in this Indenture and the Securities or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Security(ies) pursuant to Section 306 (f) hereof.

                  (3) Transfer of Beneficial Interests to Another Restricted
         Global Security. A beneficial interest in any Restricted Global
         Security may be transferred to a Person who takes delivery thereof in
         the form of a beneficial interest in another Restricted Global


                                      -46-
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                                                                    CONFIDENTIAL


         Security if the transfer complies with the requirements of Section
         306(b)(2) above and each of the Company, the Guarantor and the
         Registrar receives the following:

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in a Rule 144A Global Security, then
                  the transferor must deliver a certificate in the form of
                  Exhibit A hereto, including the certifications in item (1)
                  thereof; or

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in a Regulation S Global Security,
                  then the transferor must deliver a certificate in the form of
                  Exhibit A hereto, including the certifications in item (2)
                  thereof.

                  (4) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Security for Beneficial Interests in an Unrestricted
         Global Security. A beneficial interest in any Restricted Global
         Security may be exchanged by any holder thereof for a beneficial
         interest in an Unrestricted Global Security or transferred to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Security if the exchange or transfer complies with
         the requirements of Section 306(b)(2) above and:

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer in accordance with a Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Securities
                  or (iii) a Person who is an affiliate (as defined in Rule 144)
                  of the Company or the Guarantor; or
                  (B) such transfer is effected pursuant to a Shelf Registration
                  Statement in accordance with a Registration Rights Agreement;
                  or

                           (C) such transfer is effected by a Broker-dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with a Registration Rights Agreement; or

                           (D) each of the Company, the Guarantor and the
                  Registrar receives the following:

                           (i) if the holder of such beneficial interest in a
                  Restricted Global Security proposes to exchange such
                  beneficial interest for a beneficial interest in an
                  Unrestricted Global Security, a certificate from such holder
                  in the form of Exhibit B hereto, including the certifications
                  in item (1)(a) thereof; or

                           (ii) if the holder of such beneficial interest in a
                  Restricted Global Security proposes to transfer such
                  beneficial interest to a Person who shall take delivery
                  thereof in the form of a beneficial interest in an
                  Unrestricted Global Security, a certificate from such holder
                  in the form



                                      -47-
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                                                                    CONFIDENTIAL

                  of Exhibit A hereto, including the appropriate certifications
                  in item (3) thereof;

         and, in each such case set forth in this subparagraph (B), if the
         Company, the Guarantor or the Registrar so requests, or if the
         Applicable Procedures so require, an opinion of counsel to the Holder
         requesting the transfer or the exchange, as the case may be, in form
         reasonably acceptable to the Company, the Guarantor or the Registrar,
         as the case may be, to the effect that such exchange or transfer is in
         compliance with the Securities Act and that the restrictions on
         transfer contained herein and in the Private Placement Legend are no
         longer required in order to maintain compliance with the Securities
         Act.

                  If any such transfer is effected as described above at a time
when an Unrestricted Global Security has not yet been issued, the Company shall
issue and, upon receipt of an Company Order in accordance with Section 303
hereof, the Trustee shall authenticate one or more Unrestricted Global
Securities in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to the above.

                  Beneficial interests in an Unrestricted Global Security cannot
be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Security.

                  (c) Transfer or Exchange of Beneficial Interests for
Certificated Securities. If any one of the events listed in clauses (1) to (4)
of this Section 306(c) has occurred or the Company has elected pursuant to
Section 306(a) to cause the issuance of Certificated Securities, transfers or
exchanges of beneficial interests in a Global Security for a Certificated
Security shall be effected, subject to the satisfaction of the conditions set
forth in the applicable sub-clauses of this Section 306(c).

                  (1) Beneficial Interests in Restricted Global Securities to
         Restricted Certificated Securities. If any holder of a beneficial
         interest in a Restricted Global Security proposes to exchange such
         beneficial interest for a Restricted Certificated Security or to
         transfer such beneficial interest to a Person who takes delivery
         thereof in the form of a Restricted Certificated Security, then, upon
         receipt by each of the Company, the Guarantor and the Registrar of the
         following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Security proposes to exchange such
                  beneficial interest for a Restricted Certificated Security, a
                  certificate from such holder in the form of Exhibit B hereto,
                  including the certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A, a certificate to the
                  effect set forth in Exhibit A hereto, including the
                  certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Securities Act Rule 903 or Rule 904, a certificate to the
                  effect set forth in Exhibit A hereto, including the
                  certifications in item (2) thereof;



                                      -48-
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                                                                    CONFIDENTIAL


         the Trustee shall cause the aggregate principal amount of the
         applicable Global Security to be reduced accordingly pursuant to
         Section 306(f) hereof, and the Company shall execute and upon receipt
         of a Company Order the Trustee shall authenticate and deliver to the
         Person designated in the instructions a Certificated Security in the
         appropriate principal amount. Any Certificated Security issued in
         exchange for a beneficial interest in a Restricted Global Security
         pursuant to this Section 306(c) shall be registered in such name or
         names and in such authorized denomination or denominations as the
         holder of such beneficial interest shall instruct the Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Certificated Securities to
         the Persons in whose names such Securities are so registered. Any
         Certificated Security issued in exchange for a beneficial interest in a
         Restricted Global Security pursuant to this Section 306(c)(1) shall
         bear the Private Placement Legend and shall be subject to all
         restrictions on transfer contained therein.

                  (2) Beneficial Interests in Restricted Global Securities to
         Unrestricted Certificated Securities. A holder of a beneficial interest
         in a Restricted Global Security may exchange such beneficial interest
         for an Unrestricted Certificated Security or may transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of an Unrestricted Certificated Security only if:

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer in accordance with a Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company or the Guarantor;

                           (B) such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with a Registration
                  Rights Agreement;

                           (C) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, each of the Company, the Guarantor and the
                  Registrar receives a certificate to the effect set forth in
                  Exhibit A hereto, including the certifications in item (3)(c)
                  thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144, each of the
                  Company, the Guarantor and the Registrar receives a
                  certificate to the effect set forth in Exhibit A hereto,
                  including the certifications in item (3)(a) thereof;

                           (E) such transfer is effected by a Broker-dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with a Registration Rights Agreement; or

                           (F) each of the Company, the Guarantor and the
                  Registrar



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                                                                    CONFIDENTIAL


                  receives the following:

                           (i) if the holder of such beneficial interest in a
                  Restricted Global Security proposes to exchange such
                  beneficial interest for an Unrestricted Certificated Security,
                  a certificate from such holder in the form of Exhibit B
                  hereto, including the certifications in item (1)(b) thereof;
                  or

                           (ii) if the holder of such beneficial interest in a
                  Restricted Global Security proposes to transfer such
                  beneficial interest to a Person who shall take delivery
                  thereof in the form of an Unrestricted Certificated Security,
                  a certificate from such holder in the form of Exhibit A
                  hereto, including the appropriate certifications in item (3)
                  thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Company, the Guarantor or the Registrar so requests, or if the
         Applicable Procedures so require, an opinion of counsel to the Holder
         requesting the transfer or the exchange, as the case may be, in form
         reasonably acceptable to the Company, the Guarantor or the Registrar,
         as the case may be, to the effect that such exchange or transfer is in
         compliance with the Securities Act and that the restrictions on
         transfer contained herein and in the Private Placement Legend are no
         longer required in order to maintain compliance with the Securities
         Act.

                  (3) Beneficial Interests in Unrestricted Global Securities to
         Unrestricted Certificated Securities. If any holder of a beneficial
         interest in an Unrestricted Global Security proposes to exchange such
         beneficial interest for a Certificated Security or to transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of a Certificated Security, then, upon satisfaction of the conditions
         set forth in Section 306(b)(2) hereof, the Trustee will cause the
         aggregate principal amount of the applicable Global Security to be
         reduced accordingly pursuant to Section 306(f) hereof, and the Company
         will execute and upon receipt of a Company Order the Trustee will
         authenticate and deliver to the Person designated in the instructions a
         Certificated Security in the appropriate principal amount. Any
         Certificated Security issued in exchange for a beneficial interest
         pursuant to this Section 306(c)(3) will be registered in such name or
         names and in such authorized denomination or denominations as the
         holder of such beneficial interest requests through instructions to the
         Registrar from or through the Depositary and the Participant or
         Indirect Participant. The Trustee will deliver such Certificated
         Securities to the Persons in whose names such Securities are so
         registered. Any Certificated Security issued in exchange for a
         beneficial interest pursuant to this Section 306(c)(3) will not bear
         the Private Placement Legend.

                  (d)      Transfer and Exchange of Certificated Securities for
         Beneficial Interests.

                  (1) Restricted Certificated Securities to Beneficial Interests
         in Restricted Global Securities. If any Holder of a Restricted
         Certificated Security proposes to exchange such Security for a
         beneficial interest in a Restricted Global Security or to transfer such
         Restricted Certificated Securities to a Person who takes delivery
         thereof in the form of a beneficial interest in a Restricted Global
         Security, then, upon receipt by the Company, the Guarantor and the
         Registrar of the following documentation:




                                      -50-
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                                                                    CONFIDENTIAL



                           (A) if the Holder of such Restricted Certificated
                  Security proposes to exchange such Security for a beneficial
                  interest in a Restricted Global Security, a certificate from
                  such Holder in the form of Exhibit B hereto, including the
                  certifications in item (2)(b) thereof;

                           (B) if such Restricted Certificated Security is being
                  transferred to a QIB in accordance with Securities Act Rule
                  144A, a certificate to the effect set forth in Exhibit A
                  hereto, including the certifications in item (1) thereof;

                           (C) if such Restricted Certificated Security is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Securities Act Rule 903 or Rule 904, a
                  certificate to the effect set forth in Exhibit A hereto,
                  including the certifications in item (2) thereof; or

         the Trustee will cancel the Restricted Certificated Security, increase
         or cause to be increased the aggregate principal amount of, in the case
         of clause (A) above, the appropriate Restricted Global Security, in the
         case of clause (B) above, the 144A Global Security, and in the case of
         clause (C) above, the Regulation S Global Security.

                  (2) Restricted Certificated Securities to Beneficial Interests
         in Unrestricted Global Securities. A Holder of a Restricted
         Certificated Security may exchange such Security for a beneficial
         interest in an Unrestricted Global Security or transfer such Restricted
         Certificated Security to a Person who takes delivery thereof in the
         form of a beneficial interest in an Unrestricted Global Security only
         if:

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer in accordance with a Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company or the Guarantor;

                           (B) such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with a Registration
                  Rights Agreement;

                           (C) if such Restricted Certificated Security is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, each of the Company, the Guarantor
                  and the Registrar receives a certificate to the effect set
                  forth in Exhibit A hereto, including the certifications in
                  item (3)(c) thereof;

                           (D) if such Restricted Certificated Security is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with
                  Securities Rule 144, each of the Company, the Guarantor and
                  the Registrar receives a certificate to the



                                      -51-
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                                                                    CONFIDENTIAL

                  effect set forth in Exhibit A hereto, including the
                  certifications in item (3)(a) thereof;

                           (E) such transfer is effected by a Broker-dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with a Registration Rights Agreement; or

                           (F) each of the Company, the Guarantor and the
                  Registrar receives the following:

                           (i) if the Holder of such Restricted Certificated
                  Security proposes to exchange such Restricted Certificated
                  Security for a beneficial interest in the Unrestricted Global
                  Security, a certificate from such Holder in the form of
                  Exhibit B hereto, including the certifications in item (1)(c)
                  thereof; or

                           (ii) if the Holder of such Restricted Certificated
                  Security proposes to transfer such Restricted Certificated
                  Security to a Person who shall take delivery thereof in the
                  form of a beneficial interest in the Unrestricted Global
                  Security, a certificate from such Holder in the form of
                  Exhibit A hereto, including the appropriate certifications in
                  item (3) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Company, the Guarantor or the Registrar so requests, or if the
         Applicable Procedures so require, an opinion of counsel to the Holder
         requesting the transfer or the exchange, as the case may be, in form
         reasonably acceptable to the Company, the Guarantor or the Registrar,
         as the case may be, to the effect that such exchange or transfer is in
         compliance with the Securities Act and that the restrictions on
         transfer contained herein and in the Private Placement Legend are no
         longer required in order to maintain compliance with the Securities
         Act.

                           Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 306(d)(2), the Trustee will cancel the
         Certificated Security and increase or cause to be increased the
         aggregate principal amount of the Unrestricted Global Security.

                  (3) Unrestricted Certificated Securities to Beneficial
         Interests in Unrestricted Global Securities. A Holder of an
         Unrestricted Certificated Security may exchange such Security for a
         beneficial interest in an Unrestricted Global Security or transfer such
         Certificated Security to a Person who takes delivery thereof in the
         form of a beneficial interest in an Unrestricted Global Security at any
         time. Upon receipt of a request for such an exchange or transfer, the
         Trustee will cancel the applicable Unrestricted Certificated Security
         and increase or cause to be increased the aggregate principal amount of
         one of the Unrestricted Global Securities.

                           If any such exchange or transfer from a Certificated
         Security to a beneficial interest is effected pursuant to subparagraphs
         (2) or (3) above at a time when an Unrestricted Global Security has not
         yet been issued, the Company will issue and, upon receipt of a Company
         Order in accordance with Section 303 hereof, the Trustee will


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                                                                    CONFIDENTIAL


         authenticate one or more Unrestricted Global Securities in an aggregate
         principal amount equal to the principal amount of Certificated
         Securities so transferred.

                  (e) Transfer and Exchange of Certificated Securities for
Certificated Securities. Upon request by a Holder of Certificated Securities and
such Holder's compliance with the provisions of this Section 306(e), the
Registrar will register the transfer or exchange of Certificated Securities.
Prior to such registration of transfer or exchange, the requesting Holder must
present or surrender to the Registrar the Certificated Securities duly endorsed
or accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder must provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 306(e).

                  (1) Restricted Certificated Securities to Restricted
         Certificated Securities. Any Restricted Certificated Security may be
         transferred to and registered in the name of Persons who take delivery
         thereof in the form of a Restricted Certificated Security if each of
         the Company, the Guarantor and the Registrar receives the following:

                           (A) if the transfer will be made pursuant to
                  Securities Act Rule 144A, then the transferor must deliver a
                  certificate in the form of Exhibit A hereto, including the
                  certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to
                  Securities Act Rule 903 or Rule 904, then the transferor must
                  deliver a certificate in the form of Exhibit A hereto,
                  including the certifications in item (2) thereof; or

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit A hereto, including the appropriate
                  certifications required by item (3) thereof.

                  (2) Restricted Certificated Securities to Unrestricted
         Certificated Securities. Any Restricted Certificated Security may be
         exchanged by the Holder thereof for an Unrestricted Certificated
         Security or transferred to a Person or Persons who take delivery
         thereof in the form of an Unrestricted Certificated Security if:

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer in accordance with a Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company or the Guarantor;

                           (B) such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with a Registration
                  Rights Agreement;


                                      -53-
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                                                                    CONFIDENTIAL



                           (C) such transfer is effected by a Broker-dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with a Registration Rights Agreement; or

                           (D) each of the Company, the Guarantor and the
                  Registrar receives the following:

                           (i) if the Holder of such Restricted Certificated
                  Security proposes to exchange such Security for an
                  Unrestricted Certificated Security, a certificate from such
                  Holder in the form of Exhibit B hereto, including the
                  certifications in item (1)(d) thereof; or

                           (ii) if the Holder of such Restricted Certificated
                  Security proposes to transfer such Security to a Person who
                  shall take delivery thereof in the form of an Unrestricted
                  Certificated Security, a certificate from such Holder in the
                  form of Exhibit A hereto, including the appropriate
                  certifications in item (3) thereof;

         and, in each such case set forth in this subparagraph (B), if the
         Company, the Guarantor or the Registrar so requests, as the case may
         be, an opinion of counsel to the Holder requesting the transfer or the
         exchange, in form reasonably acceptable to the Company, the Guarantor
         or the Registrar, as the case may be, to the effect that such exchange
         or transfer is in compliance with the Securities Act and that the
         restrictions on transfer contained herein and in the Private Placement
         Legend are no longer required in order to maintain compliance with the
         Securities Act.

                  (3) Unrestricted Certificated Securities to Unrestricted
         Certificated Securities. A Holder of Unrestricted Certificated
         Securities may transfer such Securities to a Person who takes delivery
         thereof in the form of an Unrestricted Certificated Security. Upon
         receipt of a request to register such a transfer, the Registrar shall
         register the Unrestricted Certificated Securities pursuant to the
         instructions from the Holder thereof.

                  (f) Exchange Offer. Upon the occurrence of an Exchange Offer
in accordance with a Registration Rights Agreement, in respect to the Securities
of any series, the Company will issue and, upon receipt of an Authentication
Order in accordance with Section 202 hereof, the Trustee will authenticate:

                  (1) one or more Unrestricted Global Securities in an aggregate
         principal amount equal to the principal amount of the beneficial
         interests in the Restricted Global Securities tendered into the
         Exchange Offer by Persons that certify in the applicable Letters of
         Transmittal that (A) they are not Broker-dealers, (B) they are not
         participating in a distribution of the Exchange Securities and (z) they
         are not affiliates (as defined in Rule 144) of the Company or the
         Guarantor; and

                  (2) Unrestricted Certificated Securities in an aggregate
         principal amount equal to the principal amount of the Restricted
         Certificated Securities accepted for exchange in the Exchange Offer.



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                                                                    CONFIDENTIAL



                  Concurrently with the issuance of such Securities, the Trustee
will cause the aggregate principal amount of the applicable Restricted Global
Securities to be reduced accordingly, and the Company will execute and the
Trustee will authenticate and deliver to the Persons designated by the Holders
of Certificated Securities so accepted Unrestricted Global or Certificated
Securities in the appropriate principal amount. If, upon completion of the
Exchange Offer, any Holder holds Original Securities, the Company may thereafter
issue and deliver to such Holder, in exchange (a "Private Exchange") for those
Securities held by such Holder, a like principal amount of debt securities of
the Company issued under this Indenture and identical in all material respects
to such Securities (the "Private Exchange Securities"); provided that the
Company shall have obtained certifications and other evidence reasonably
satisfactory to the Company that any such Holder may receive Private Exchange
Securities in such Private Exchange in compliance with applicable securities
laws. The Exchange Securities issued in the Exchange Offer and the Private
Exchange Securities shall be issued in the same series under this Indenture and
shall have the same CUSIP, Common Code, ISIN and/or other identification
numbers.

                  (g) Cancellation and/or Adjustment of Global Securities. At
such time as all beneficial interests in a particular Global Security have been
exchanged for Certificated Securities or a particular Global Security has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Security will be returned to or retained and canceled by the Trustee in
accordance with Section 310 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in
another Global Security or for Certificated Security, the principal amount of
Securities represented by such Global Security will be reduced accordingly and
an endorsement will be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security will be increased accordingly and an
endorsement will be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

Section 307.      Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount, having endorsed thereon the text of the Guarantee, bearing a number not
contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount having endorsed
thereon the text of the Guarantee, and bearing a number not contemporaneously
outstanding.



                                      -55-
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                                                                    CONFIDENTIAL


                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security upon compliance with
the foregoing conditions.

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

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

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

Section 308.      Payment of Interest; Interest Rights Preserved.

                  Except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest and, at the option of the Company, may be paid in
the case of Global Securities held by any Holder, to the Holder by wire transfer
of same-day funds to the Holder's account specified by such Holder or by check
mailed to the address of such Holder.

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money 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


                                      -56-
<PAGE>

                                                                    CONFIDENTIAL

         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 Special Record Date for the
         payment of such Defaulted Interest which shall be not more than 15 days
         and not less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Company of
         such Special Record Date 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 therefor to be mailed, first class
         postage prepaid to each Holder of Securities of such series at his
         address as it appears in the Security Register, not less than 10 days
         prior to such Special Record Date. Notice of the proposed

         payment of such Defaulted Interest and the Special Record Date therefor
         having been so mailed, such Defaulted Interest shall be paid to the
         Persons in whose names the Registered Securities of such series (or
         their respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following Clause (2); or

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

                  Subject to the foregoing provisions of this Section and
Section 305 hereof, 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 accrued and unpaid, and to accrue, which were
carried by such other Security.

Section 309.      Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of and any premium and (subject to Sections 304, 305 and
307) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Guarantor,
the Trustee, nor any agent of the Company, the Guarantor, or the Trustee shall
be affected by notice to the contrary.

                  No holder of any beneficial interest in any Global Security
held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Depositary may be treated by the
Company, the Guarantor, the Trustee, and any agent of the Company, the Guarantor
or the Trustee as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall impair, as between a
Depositary and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary as Holder of
any Security.


                  None of the Company, the Guarantor, the Trustee or any agent
of the Company, the Guarantor or the Trustee shall have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


                                      -57-
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                                                                    CONFIDENTIAL



Section 310.      Cancellation.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company or
the Guarantor may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company or
the Guarantor may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of as directed by a Company Order.

Section 311.      Computation of Interest.

                  Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360 day year of twelve 30-day months.

Section 312.      CUSIP, ISIN and Common Code Numbers.

                  The Company in issuing the Securities may use "CUSIP" and/or
"ISIN" and/or Common Code numbers (if then generally in use), and, if so, the
Trustee shall use CUSIP and/or ISIN and/or Common Code numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities 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, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP and/or ISIN and/or Common Code numbers.



                                      -58-
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                                                                    CONFIDENTIAL


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.      Satisfaction and Discharge of Indenture.

                  This Indenture shall upon Company Order cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange or conversion of Securities herein expressly provided for) with respect
to the Company and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

                  (1)      either

                           (A) all Securities theretofore authenticated and
                  delivered (other than Securities which have been destroyed,
                  lost or stolen and which have been replaced or paid as
                  provided in Section 307, and Securities for whose payment
                  money has theretofore been deposited in trust or segregated
                  and held in trust by the Company or the Guarantor and
                  thereafter repaid to the Company or the Guarantor or
                  discharged from such trust, as provided in Section 1003) have
                  been delivered to the Trustee for cancellation; or

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

                                    (i)     have become due and payable, or

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

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

                  and the Company or the Guarantor in the case of (i), (ii) or
                  (iii) above, has deposited or caused to be deposited with the
                  Trustee as trust funds in trust for the purpose an amount
                  sufficient to pay and discharge the entire indebtedness on
                  such Securities not theretofore delivered to the Trustee for
                  cancellation, for principal and any premium and interest to
                  the date of such deposit (in the case of Securities which have
                  become due and payable) or to the Stated Maturity or
                  Redemption Date, as the case may be;

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



                                      -59-
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                                                                    CONFIDENTIAL



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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company and the Guarantor to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under
Section 614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

Section 402.      Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust (without liability to the Holders for interest or investment) and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company or the Guarantor acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with or
received by the Trustee.



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                                  ARTICLE FIVE

                                    REMEDIES

Section 501. Events of Default.

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

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

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity, and (if so established as
     contemplated by Section 301 in respect of that series), solely in the case
     of technical or administrative difficulties (as certified to the Trustee in
     an Officer's Certificate delivered on such date of maturity) only if such
     default persists for more than three Business Days; or

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Security of that series, and continuance of such
     default for a period of 30 days or if longer, beyond any period of grace
     provided with respect thereto; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the Company or the Guarantor in this Indenture (other than a covenant or
     warranty a default in whose performance or whose breach is elsewhere in
     this Section specifically dealt with or which has expressly been included
     in this Indenture solely for the benefit of series of Securities other than
     that series), and continuance of such default or breach for a period of 90
     days after there has been given, by registered or certified mail to the
     Company and the Guarantor by the Trustee or to the Company, the Guarantor
     and the Trustee by the Holders of at least 15% in principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

          (5) the entry by a court of competent jurisdiction of (A) a decree or
     order for relief in respect of the Company or the Guarantor or any Material
     Subsidiary of the Guarantor in an involuntary case or proceeding under any
     applicable jurisdiction, as the case may be, bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company or the Guarantor or any Material Subsidiary of the Guarantor a
     bankrupt or insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company or the Guarantor or any Material Subsidiary of the Guarantor
     under any applicable jurisdiction, as the case may be, law, or appointing a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or the Guarantor or such Material
     Subsidiary or of any substantial part of its property, or ordering the
     winding up or liquidation of its affairs, and the continuance of any such
     decree or order


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     for relief or any such other decree or order unstayed and in effect for a
     period of 90 consecutive days; or

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

          (7) default in the conversion of any convertible Security of that
     series in accordance herewith, and continuance of such default for a period
     of 30 days after there has been given, by registered or certified mail to
     the Company and the Guarantor by the Trustee or to the Company, the
     Guarantor and the Trustee by the Holders of at least 25% in principal
     amount of the Outstanding Securities of that series a written notice
     specifying such default and requiring it to be remedied and stating that
     such notice is a "Notice of Default" hereunder; or

          (8) a default by the Company, the Guarantor or a Material Subsidiary
     of the Guarantor with respect to Indebtedness (other than the Securities or
     the Guarantees with respect to the Securities) of the Company, the
     Guarantor or a Material Subsidiary of the Guarantor, as the case may be, in
     a principal amount of at least <128>25,000,000 (or its equivalent in any
     other currency) so as to accelerate the due date for such Indebtedness and
     formal action being taken to obtain repayment of such Indebtedness; or a
     default by the Company, the Guarantor or a Material Subsidiary of the
     Guarantor with respect to the payment of principal of at least
     <128>25,000,000 (or its equivalent in any other currency, or with respect
     to payment of any guarantee or indemnity for such principal of at least
     <128>25,000,000 (or its equivalent in any other currency), in each case
     with respect to Indebtedness (other than the Securities or the Guarantees
     with respect to the Securities) of the Company, the Guarantor or a Material
     Subsidiary of the Guarantor, as the case may be, in each case subject to
     any applicable grace periods, and formal action being taken to enforce any
     of these obligations.

          (9) any other Events of Default established as contemplated by Section
     301 with respect to Securities of that series.


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     (b) Upon becoming aware of any Event of Default, the Company or the
Guarantor, as the case may be, is required to deliver reasonably promptly to the
Trustee a statement specifying such Event of Default.

Section 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
501(5) or 501(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of such series may declare the entire principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of such series to be due and payable
immediately, by a notice in writing to the Company and the Guarantor (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable. If an
Event of Default specified in Section 501(5) or 501(6) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.

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

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

               (A) all overdue interest on all Securities of that series,

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

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

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

          and


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

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

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

          Each of the Company and the Guarantor covenants that if:

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

          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security at the Maturity thereof (and, solely in the case of
     technical or administrative difficulties only if the delay persists for a
     period of more than three Business Days);

the Company or the Guarantor will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of such Securities, the whole amount
then due and payable on such Securities for principal and any premium and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and all
amounts due the Trustee under Section 607.

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

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

Section 504. Trustee May File Proofs of Claim.

     In case of the pendancy of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the


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Company, the Guarantor or any other obligor upon the Securities or the property
of the Company, the Guarantor or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company or
the Guarantor for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceedings or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized,

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

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

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

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders of Securities, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

Section 505. Trustee May Enforce Claims Without Possession of Securities.

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

Section 506. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of


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such money on account of principal or any premium or interest, upon presentation
of the Securities, and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

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

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

          THIRD: To the payment of the balance, if any, to the Company.

Section 507. Limitation on Suits.

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

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of such series
     specifying such Event of Default and stating that such notice is a "Notice
     of Default" hereunder;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of such series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

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

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

          (5) no direction inconsistent with such written request has been given
     to the Trustee during the 60-day period set forth in clause (4) above by
     the Holders of a majority in principal amount of the Outstanding Securities
     of that series;

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


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

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Sections 304, 305
and 307) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and, if
such Security is convertible, to convert such Security in accordance with this
Indenture and to institute suit for the enforcement of such right to convert and
such rights shall not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

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

Section 510. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
307, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.

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

Section 512. Control by Holders of Securities.

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


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

          (2) the Trustee may take any other action deemed necessary by the
     Trustee which is not inconsistent with such direction, and

          (3) the Trustee need not follow any such direction if doing so would
     in its reasonable discretion either involve it in personal liability or be
     unduly prejudicial to Holders of Securities not joining in such direction;

provided, further, that the Trustee shall have no obligation to make any
determination with respect to any such conflict, personal liability or undue
prejudice.

Section 513. Waiver of Past Defaults.

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

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

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

          (3) in the conversion of any Security of such series of such Company.

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

Section 514. Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess reasonable
costs, including reasonable attorney's fees and expenses, against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the Guarantor, any suit
instituted by the Trustee, any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series of the Company, or any suit instituted by
any Holder of any Security for the enforcement of the payment of the principal
of or any premium or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date) or for the enforcement of any right to convert such
Security pursuant to this Indenture.


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Section 515. Waiver of Stay or Extension Laws.

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


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                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

     The duties and responsibilities of the Trustee shall be as specifically set
forth in this Indenture and the Trust Indenture Act and no implied covenants nor
obligations shall be read into this Indenture against the Trustee, except as
otherwise required by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers. Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

Section 602. Notice of Defaults.

     Within 90 days after the occurrence known to the Trustee of any default
hereunder with respect to Securities of any series, the Trustee shall give the
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest on any Security of
such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case of
any default of the character specified in Section 501(4) with respect to such
Securities, no such notice to such Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

Section 603. Certain Rights of Trustee.

          Subject to the provisions of Section 601:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     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 party
     or parties;

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

          (c) whenever in the administration of this Indenture the Trustee shall
     deem it


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     desirable that a matter be proved or established prior to taking, suffering
     or omitting any action hereunder, the Trustee (unless other evidence be
     herein specifically prescribed) may, in the absence of negligence or bad
     faith on its part, rely upon an Officer's Certificate;

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

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

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the relevant books, records and premises of
     the Company and the Guarantor, personally or by agent or attorney (and the
     Company and the Guarantor shall reimburse the Trustee for reasonable
     expenses in connection with such inquiry or investigation), provided that
     the Trustee shall not be entitled to such information which the Company or
     the Guarantor are prevented from disclosing as a matter of law or contract
     or which the Company or the Guarantor reasonably believes is commercially
     sensitive and immaterial to Holders;

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder;

          (h) the Trustee shall not be liable for any action taken or omitted by
     it in good faith and believed by it to be within the discretion, rights or
     powers conferred upon it by this Indenture;

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

          (j) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder;


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          (k) except with respect to Section 1001, the Trustee shall have no
     duty to inquire as to the performance of the Issuer or any Guarantor with
     respect to the covenants contained in Article Ten;

          (l) delivery of reports, information and documents to the Trustee is
     for informational purposes only and the Trustee's receipt of the foregoing
     shall not constitute constructive notice of any information contained
     therein or determinable from information contained therein, including the
     Company's or the Guarantor's compliance with any of their covenants under
     this Indenture (as to which the Trustee is entitled to rely exclusively on
     Officer's Certificates);

          (m) 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;

          (n) in the event the Trustee receives inconsistent or conflicting
     requests and indemnity from two or more groups of Holders of Securities of
     any series, each representing less than a majority in aggregate principal
     amount of the Securities of such series then outstanding, the Trustee, in
     its sole discretion, may determine what action, if any, will be taken;

          (o) except for information provided by the Trustee concerning the
     Trustee, the Trustee will have no responsibility for any information in any
     offering circular or other disclosure material distributed with respect to
     the Securities, and the Trustee will have no responsibility for compliance
     with any state or federal securities laws in connection with the
     Securities; and

          (p) the Trustee shall not be accountable for the Company's use of the
     proceeds from the Securities or any money paid to the Company or upon the
     Company's direction under any provision of this Indenture, it will not be
     responsible for the use or application of any money received by any Paying
     Agent other than the Trustee, and it will not be responsible for any
     statement or recital herein or any statement in the Securities or any other
     document in connection with the sale of the Securities or pursuant to this
     Indenture other than its certificate of authentication.

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

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company
or the Guarantor, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof.

Section 605. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of any of the Company or the Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company and
the Guarantor with the same rights it would have


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                                                                    CONFIDENTIAL

if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.

Section 606. Money Held in Trust.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on or investment of any money received by it hereunder
except as otherwise agreed with and for the exclusive benefit of the Company or
the Guarantor, as the case may be.

Section 607. Compensation and Reimbursement.

          The Company and the Guarantor agree:

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

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

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss, liability, or expense arising out of or in connection with the
     acceptance or administration of the trust or trusts hereunder and the
     performance of its duties hereunder, including the costs and expenses of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder, except to
     the extent that any such loss, liability or expense may be attributable to
     its negligence or bad faith.

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

     "Trustee" for purposes hereof includes any predecessor trustee, but the
negligence or bad faith of any trustee shall not affect the rights of any other
trustee hereunder.

     The obligations of the Company and the Guarantor under this Section shall
be joint and several.

     The provisions of this Section shall survive the satisfaction and discharge
of this Indenture.

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<PAGE>
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Section 608.       Conflicting Interests.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall, as soon as
practicable and in any event within 90 days after ascertaining that it has such
conflicting interest, and if the Event of Default (as defined in Section 501
hereof) to which such conflicting interest relates has not been cured or duly
waived or otherwise eliminated before the end of such 90-day period, either
eliminate such conflicting interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. For this purpose the Trustee shall not be deemed to have a
conflicting interest by reason of being Trustee for the Securities of more than
one series under this Indenture.

Section 609.       Corporate Trustee Required; Eligibility.

                  There shall at all times be one (and only one) Trustee
hereunder with respect to the Securities of each series which may be a Trustee
hereunder for Securities of one or more other series and shall be a Person that
is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least U.S.$50,000,000, subject to supervision
or examination by Federal or State authority. If such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 610.       Resignation and Removal; Appointment of Successor.

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

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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

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                                                                    CONFIDENTIAL

                  (d)      If at any time:


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

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company,
         the Guarantor or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

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

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company by
a Board Resolution shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the Guarantor
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders of
Securities of such series and accepted appointment in the manner required by
Section 611, any Holder of a Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to all Holders of Securities of such series in the manner provided in Section
106. Each notice shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate Trust Office.

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Section 611.       Acceptance of Appointment by Successor.

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

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series of
the Company, the Guarantor, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the 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 contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company and the Guarantor or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

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

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

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                                                                    CONFIDENTIAL

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

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 613.       Preferential Collection of Claims Against Company.

                  If and when the Trustee shall be or become a creditor of the
Company, the Guarantor or any other obligor upon the Securities, the Trustee
shall be subject to the provisions of Section 311 of the Trust Indenture Act,
but only to the extent therein specified, regarding the collection of claims
against the Company, the Guarantor or any such other obligor. For purposes of
Section 311(b)(4) and (6) of such Act:

                  (a) "cash transaction" means any transaction in which full
payment for goods or securities sold is made within seven days after delivery of
the goods or securities in currency or in checks or other orders drawn upon
banks or bankers and payable upon demand; and

                  (b) "self-liquidating paper" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Company or the Guarantor for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
or the Guarantor arising from the making, drawing, negotiating or incurring of
the draft, bill of exchange, acceptance or obligation.

Section 614.       Appointment of Authenticating Agent.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial conversion
or partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation



                                      -77-
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                                                                    CONFIDENTIAL


organized and doing business under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
U.S.$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving at
least 90 days prior written notice thereof to the Trustee, to the Company and
the Guarantor. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent, to the Company and the Guarantor. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 109 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve as
their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

                  Unless otherwise agreed between the Company and the Trustee,
the Company shall pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series and the Guarantees with
respect thereto may each have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form, as applicable:

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                                                                    CONFIDENTIAL


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

                                             The Bank of NewYork
                                             As Trustee


                                             By
                                                 ------------------------------
                                                    As Authenticating Agent


                                             By
                                                 ------------------------------
                                                    Authorized Signatory




                                      -79-
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                                                                    CONFIDENTIAL



                  If all of the Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company or the Guarantor wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company or the Guarantor in writing (which writing need not comply with Section
106 and need not be accompanied by an Opinion of Counsel), shall appoint in
accordance with this Section an Authenticating Agent having an office in a Place
of Payment designated by such issuer with respect of such series of Securities.


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                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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


                  The Company and the Guarantor will furnish or cause to be
furnished to the Trustee:

                  (a) semi-annually, not more than 15 days after each Regular
         Record Date for any series of Securities at the time Outstanding (or
         after each of the dates to be specified for such purpose for
         non-interest bearing Securities as contemplated by Section 301), a
         list, in such form as the Trustee may reasonably require, of the names
         and addresses of the Holders of Securities of such series as of such
         Regular Record Date, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702.       Preservation of Information; Communications to Holders.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Securities received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list
furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

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

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

Section 703.       Reports by Trustee.

                  (a) The Trustee shall transmit to Holders of Securities such
reports, if any, dated as of May 15 of each year, concerning the Trustee and its
actions under this Indenture as may be required pursuant to Section 313(a) of
the Trust Indenture Act and in the manner provided pursuant to Section 313(c)
thereof. Reports shall be transmitted no later than 60 days following each May
15, commencing on May 15, 2004. The Trustee shall also transmit to Holders of
Securities such



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                                                                    CONFIDENTIAL

reports, if any, as may be required pursuant to Section 313(b) of the Trust
Indenture Act at the times and in the manner provided pursuant thereto and to
Section 313(c) thereof.

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

Section 704.       Reports by Company and the Guarantor.

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

Section 705.      Calculation of 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, if any, 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, if any, 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 EIGHT

                CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE,
                         TRANSFER OR LEASE; SUBSTITUTION

Section 801.      Company or Guarantor May Consolidate, Etc., Only on
                  Certain Terms.

                  Neither the Company nor the Guarantor shall consolidate with
or amalgamate with or merge into any other Person (including a statutory merger)
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and neither the Company nor the Guarantor shall permit
any Person to consolidate or amalgamate with or merge into the Company or the
Guarantor, as the case may be, (including a statutory merger) or permit any
Person to convey, transfer or lease its properties and assets substantially as
an entirety to the Company or the Guarantor, as the case may be, and neither the
Company nor the Guarantor shall transfer over obligations to the Guarantor or
any Subsidiary of the Guarantor, unless:

                  (1) in case the Company or the Guarantor, as the case may be,
         shall consolidate or amalgamate with or merge into another Person or
         convey, transfer or lease its properties and assets substantially as an
         entirety to any Person, the Person formed by such consolidation
         amalgamation or merger or into which the Company or the Guarantor, as
         the case may be, is merged or the Person which acquires by conveyance
         or transfer, or which leases, the properties and assets of the Company
         or the Guarantor, as the case may be, substantially as an entirety (A)
         shall be a Person organized and validly existing under the laws of the
         jurisdiction of its organization, and, in the case of the Guarantor,
         such Person shall be organized under the laws of a country that either
         as of the date of this Indenture or at the time such consolidation,
         amalgamation, merger, or conveyance, transfer or lease of assets takes
         place is either a member of the European Union or a full member of the
         Organization for Economic Co-operation and Development, and (B) shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, in the
         case of the Company, the due and punctual payment of the principal of
         (and premium, if any) and interest (including all additional amounts,
         if any, payable pursuant to Section 1007 hereof or otherwise, as
         applicable, and/or Special Interest, if any) on all the Securities and
         the performance of every covenant of this Indenture on the part of the
         Company to be performed or observed, and, in the case of the Guarantor,
         the due and punctual performance of the Guarantees and the performance
         of every covenant of this Indenture on the part of the Guarantor to be
         performed or observed;

                  (2) immediately prior to and immediately after giving effect
         to such transaction and treating any Indebtedness which becomes an
         obligation of the Company or the Guarantor, as the case may be, or any
         of their respective Subsidiaries as a result of such transaction as
         having been incurred by the Company or the Guarantor, as the case may
         be, or such Subsidiary at the time of such transaction, no Event of
         Default, and no event which, after notice or lapse of time or both,
         would become an Event of Default, shall have happened and be
         continuing;

                  (3) if, as a result of such transaction, properties or assets
         of the Issuer, the Guarantor or a Material Subsidiary of the Guarantor
         would become subject to a lien, pledge, mortgage, charge or other
         security which would not be permitted under this


                                      -83-
<PAGE>

         Indenture, unless the Company, the Guarantor or the successor Person to
         the Company or the Guarantor, as the case may be, takes such steps as
         shall be necessary effectively to secure the Securities equally and
         ratably with (or prior to) all indebtedness secured thereby; and

                  (4) the Company or the Guarantor, as the case may be, has
         delivered to the Trustee an Officer's Certificate and an Opinion of
         Counsel, each stating that such consolidation, amalgamation, merger,
         conveyance, transfer or lease and, if a supplemental indenture is
         required in connection with such transaction, such supplemental
         indenture complies with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with.

Section 802.       Substitution of the Company on Certain Terms.

                  The Guarantor or any Subsidiary of the Guarantor may assume
the obligations of the Company under any of the Securities, in whole or in part,
and the Company shall, with respect to such Securities, be relieved of all its
obligations and covenants under this Indenture and the Securities, provided
that:

                  (1) the Guarantor or such Subsidiary shall expressly assume,
         by an indenture supplemental hereto, executed and delivered to the
         Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of (and premium, if any) and interest on all
         the Securities and the performance of every covenant of this Indenture
         on the part of the Company to be performed or observed;

                  (2) immediately prior to and immediately after giving effect
         to such transaction and treating any Indebtedness which becomes an
         obligation of the Company or any of its Subsidiaries as a result of
         such transaction as having been incurred by the Company or such
         Subsidiary at the time of such transaction, no Event of Default, and no
         event which, after notice or lapse of time or both, would become an
         Event of Default, shall have happened and be continuing; and

                  (3) the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that such
         substitution of the Company and, if a supplemental indenture is
         required in connection with such transaction, such supplemental
         indenture, complies with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with.

                  If the Guarantor assumes the obligations of the Company in
respect of any Securities and under this Indenture to the extent relating to
such Securities, in whole (but not in part), the Guarantee of the Guarantor with
respect to such Securities shall terminate without any requirement that any
action be taken by the Company, the Guarantor or the Trustee.

Section 803.       Successor Corporation Substituted.

                  (a) Upon any consolidation or amalgamation by the Company or
the Guarantor, as the case may be, with or merger by the Company or the
Guarantor, as the case may be, into any other corporation or any conveyance,
transfer or lease of the properties and assets of the Company or the Guarantor,
as the case may be, substantially as an entirety in accordance with



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Section 801, the successor corporation formed by such consolidation or
amalgamation or into which the Company or the Guarantor, as the case may be, is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
or the Guarantor, as the case may be, under this Indenture with the same effect
as if such successor corporation had been named as the Company or the Guarantor,
as the case may be, herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Securities or the Guarantee, as the case may be.

                  Upon any assumption pursuant to Section 802 by the Guarantor
or any Subsidiary of the Guarantor of obligations of the Company, the Guarantor
or such Subsidiary, as the case may be, shall, to the extent of such assumption,
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 the Guarantor or
such Subsidiary, as the case may be, had been named herein as the Company, and
thereafter the Company shall be relieved of all obligations and covenants under
this Indenture and the Securities, in each case to the extent of such
assumption.




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                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.       Supplemental Indentures Without Consent of Holders.

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

                  (1) to evidence the succession of another Person, including as
         substitute obligor, to the Company and the assumption by any such
         successor of the covenants of the Company or the Guarantor herein and
         in the Securities or the Guarantees; or

                  (2) to add to the covenants of the Company or of the Guarantor
         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 or the Guarantor; or

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

                  (4) to add any additional present, future or contingent
         payment obligation of the Guarantor under the Guarantees or any future
         guarantee for the benefit of the Holders of all or any series of
         Securities (and if such additional payment obligations are to be for
         the benefit of less than all series of Securities, stating that such
         additional payment obligations are expressly being included solely for
         the benefit of such series); or

                  (5) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (6) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such addition, change or elimination (i) shall neither (A)
         apply to any Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (B) modify the rights of the Holder of any such Security
         with respect to such provision or (ii) shall become effective only when
         there is no such Security Outstanding; or

                  (7) to establish the form or terms of Securities of any series
         or the form of the Guarantee, each as permitted by Sections 201 and
         301; or

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                                                                    CONFIDENTIAL

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

                  (9) to reduce the conversion price of the Securities of any
         series other than pursuant to this Indenture; or

                  (10) (i) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or (ii) to amend, supplement or make any other
         provisions with respect to matters or questions arising under this
         Indenture, provided that such action pursuant to this clause (10) shall
         not adversely affect the interests of the Holders of Securities of any
         series in any material respect.

Section 902.       Supplemental Indentures with Consent of Holders.

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

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on any Security, or reduce the
         principal amount thereof or the rate of interest thereon or premium, if
         any, payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         that would be due and payable upon a declaration of acceleration of the
         Maturity thereof pursuant to Section 502, or the currency in which, or
         the place at which, any Security or any premium or interest thereon is
         payable, or modify or affect in any manner adverse to the interests of
         the Holders of Securities of any series the conversion rights of such
         Securities, or impair the right to institute suit for the enforcement
         of any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption, on or after the Redemption Date) or of any such
         right of conversion, or

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

                  (3) change any obligation of the Company or the Guarantor to
         maintain an office or agency in the places and for the purposes
         specified in Section 1002, or

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                  (4) modify any of the provisions of this Section, Section 513
         or Section 1008, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, provided, however, that this clause shall not be
         deemed to require the consent of any Holder of a Security with respect
         to changes in the references to "the Trustee" and concomitant changes
         in this Section and Section 1008, or the deletion of this proviso, in
         accordance with the requirements of Sections 611(b) and 901(8), or

                  (5) change in any manner adverse to the interests of the
         Holders of Securities the terms and conditions of the obligations of
         the Company or the Guarantor in respect of the due and prompt payment
         of the principal thereof (and premium, if any) and interest thereon or
         any sinking fund payments provided in respect thereof.

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

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

Section 903.       Execution of Supplemental Indentures.

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

Section 904.       Effect of Supplemental Indentures.

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

Section 905.       Conformity with Trust Indenture Act.

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


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Section 906.      Reference in Securities to Supplemental Indentures.

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


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                                   ARTICLE TEN

                                    COVENANTS

Section 1001.      Payment of Principal, Premium and Interest.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 1002.      Maintenance of Office or Agency.

                  The Company and the Guarantor will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer, exchange or
conversion and where notices and demands to or upon the Company or the
Guarantor, as the case may be, in respect of the Securities of that series and
this Indenture may be served.

                  The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of any such office or agency. If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the same
as its agent to receive all respective 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 such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

                  The Guarantor will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment under the Guarantee and where notices and
demands to or upon the Guarantor in respect of the Guarantee of the Securities
of that series and this Indenture may be served.

                  The Guarantor will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at
any time the Guarantor 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 Guarantor hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

The Guarantor 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 such


                                      -90-
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purpose or where such notices or demands may be served and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Guarantor of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Guarantor will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

                  Upon the issuance of any series of Securities under this
Indenture, the Company shall enter into an appropriate agency agreement with any
Paying Agent and shall notify the Trustee of the name and address of any such
agent.

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

                  If the Company or the Guarantor shall at any time act as
Paying Agent with respect to any series of Securities, they will, on or before
each due date of the principal of or any premium or interest on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal and any premium
and interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, on or prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

                  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company or the Guarantor (or
any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, and upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the Securities of that series.

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

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company or the Guarantor, in trust for the payment of the
principal of or any premium or interest on any Security of any series and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company or the Guarantor, as the
case may be, on Company Order, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company and the Guarantor for
payment thereof, and all liability of the Trustee



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or such Paying Agent with respect to such trust money, and all liability of the
Company or the Guarantor as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published
once, in an Authorized Newspaper in each Place of Payment, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company or the
Guarantor, as the case may be.

Section 1004.      Negative Pledge.

                  As long as any Security is outstanding, each of the Company,
the Guarantor and each Material Subsidiary of the Guarantor undertakes not to
create any lien, pledge, mortgage, charge or other security over any or all of
its present or future assets or revenues as security for any Relevant
Indebtedness issued by any of them, or over any guarantee made by any of them of
any Relevant Indebtedness issued by others, unless equivalent security is at the
same time given to the Holders of the Securities.

Section 1005.      Statement by Officers as to Default.

                  The Company and the Guarantor will each deliver to the
Trustee, within 120 days after the end of each fiscal year of the Guarantor
ending after the date hereof, an Officer's Certificate (which need not comply
with Section 105), stating whether or not to the best knowledge of the signers
thereof the Company or the Guarantor, as the case may be, is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company or the Guarantor, as the case may be,
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

Section 1006.      Existence.

                  Subject to Article Eight, the Company and the Guarantor will
do or cause to be done all things necessary to preserve and keep in full force
and effect their respective corporate existences.

Section 1007.      Additional Amounts

                  Unless otherwise specified in any Officer's Certificate of the
Company setting forth the terms of Securities of a series in accordance with
Section 301, if any deduction or withholding for any present or future taxes,
assessments or other governmental charges of The Netherlands, The Hellenic
Republic or, if applicable, any other jurisdiction, (including any political
subdivision or taxing authority thereof or therein) in which either the Company
or the Guarantor is incorporated shall at any time be required by such
jurisdictions (or any such political subdivision or taxing authority thereof or
therein) in respect of any amounts to be paid by the Company or the Guarantor
relating to principal of or interest on a Security of any series or the
Guarantees thereon, the Company or the Guarantor, as the case may be, will pay
as additional interest to the Holder of such Security such additional amounts,
as may be necessary in order that the net amounts paid to such Holder pursuant
to the terms of the Security or the Guarantees, after such deduction or
withholding, shall be not less than such additional amounts as such Holder

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would otherwise be entitled to receive; provided, however, that such additional
amounts shall be payable only to Holders (a) that are not resident in The
Netherlands for purposes of its tax, (b) that are not resident in The Hellenic
Republic for purposes of its tax and do not have a Greek Tax Registration Number
(AFM), and (c) if applicable, that are not resident for tax purposes and are not
registered with the tax authorities in any other applicable jurisdiction (or any
such political subdivision or taxing authority thereof or therein) in which the
Company or the Guarantor or any successor thereto may be incorporated; and
provided, further, that neither the Company nor the Guarantor shall be required
to make any payment of additional amounts for or on account of:

                  (1) any tax, assessment or other governmental charge which
would not have been imposed but for the existence of any present or former
connection between such Holder (or between a fiduciary, settlor, beneficiary,
member or shareholder of, or possessor of a power over, such Holder, if such
Holder is an estate, trust, partnership or corporation) and the applicable
jurisdiction, or any political subdivision or territory or possession thereof or
therein or area subject to its jurisdiction, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or
possessor) being or having been a citizen or resident thereof or treated as a
resident thereof or there having been present or engaged in trade or business
therein or having or having had a permanent establishment therein,

                  (2) any estate, inheritance, gift, sales, transfer, stamp,
personal property or similar tax, assessment or other governmental charge,

                  (3) any tax, assessment or other governmental charge which is
payable other than by withholding from payments of (or in respect of) principal
of, premium, if any or any interest on, the Securities,

                  (4) any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal, premium, if
any, or any interest on, any Security, if such payment can be made without such
withholding by any other Paying Agent,

                  (5) any tax, assessment or other governmental charge which
would not have been imposed or withheld if such Holder had made a timely and
accurate declaration of non-residence or other similar claim for exemption or
present any applicable form or certificate, upon the making or presentation of
which that Holder would either have been able to avoid such tax, assessment or
charge or to obtain a refund of such tax, assessment or charge, including
certification or documentation to the effect that such Holder or beneficial
owner is not a resident and lacks other connections with the applicable
jurisdiction, as the case may be, or had made any other declaration or satisfied
any other information requirements required to avoid such tax assessment or
other governmental charge,

                  (6) any tax, assessment or other governmental charge which
would not have been imposed but for the presentation of a Security (where
presentation is required) for payment on a date more than 30 days after the date
on which such payment became due and payable or the date on which payment
thereof was duly provided for, whichever occurred later,

                  (7) any payment under or with respect to a Security to any
Holder that is a fiduciary or partnership or any person other than the sole
beneficial owner of such payment or Security, to the extent that a beneficiary
or settlor with respect to such fiduciary, a member of such partnership or the
beneficial owner of such payment or Security would not have been



                                      -93-
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entitled to the additional amounts had such beneficiary, settlor, member or
beneficial owner been the actual Holder of such Security,

                  (8) any withholding tax required to be deducted by the Company
or the Guarantor from any amounts to be paid by Company or the Guarantor under
the Securities or the Guarantees, as the case may be, pursuant to the European
Union Directive on the taxation of savings implementing the conclusions of the
European Council of Economic and Finance Ministers ("ECOFIN") meeting on June 3,
2003, or any law implementing or complying with, or introduced in order to
conform to, such Directive, or

                  (9) any combination of the items (1), (2), (3), (4), (5), (6),
(7) and (8) above.

                  If applicable to the relevant series of Securities, the
foregoing provisions shall apply mutatis mutandis to any withholding or
deduction for or on account of any present or future taxes, assessments or
governmental charges of whatever nature of any jurisdiction in which any
successor Person to the Company or the Guarantor is organized, or any political
subdivision or taxing authority thereof or therein; provided, further, however,
that such payment of additional amounts may be subject to such further
exceptions as may be established in the terms of such Securities or Guarantees.

                  If the terms of the Securities of a series provide for the
payment of additional amounts, at least 10 days prior to the first Interest
Payment Date with respect to that series of 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 10 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
Officer's Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officer's Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
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 such Officer's Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders, specify by country any additional amounts payable and the Issuer or the
Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or
Paying Agents the additional amounts required by this Section. Each of the
Company and the Guarantor covenant to indemnify each of the Trustee and any
Paying Agent for, and to hold each of them harmless against, any loss, liability
or expense reasonably and properly on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officer's
Certificate furnished pursuant to this Section, except to the extent that any
such loss, liability or expense is due to its own negligence or bad faith.

Section 1008.      Waiver of Certain Covenants.

                  The Company and the Guarantor may omit in any particular
instance to comply with any term, provision or condition set forth in any
covenant set forth in any indenture supplemental to this Indenture or otherwise
established pursuant to Section 301 with respect to the Securities of any series
if before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such



                                      -94-
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term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
Guarantor and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.



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                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.     Applicability of Article.

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

Section 1102.     Election to Redeem; Notice to Trustee.

                  The election of the Company or the Guarantor to redeem any
Securities of any series or issuance shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 301 for such Securities.
In case of any redemption at the election of the Company of all or less than all
the Securities of any series (including any such redemption affecting only a
single Security), the Company or the Guarantor, as the case may be, shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be reasonably satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (b) pursuant to an election of the
Company or the Guarantor which is subject to a condition specified in the terms
of such Securities or elsewhere in the Indenture, the Company or the Guarantor,
as the case may be, shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction.

Section 1103.     Selection by Trustee of Securities to Be Redeemed.

                  If less than all the Securities of any series are to be
redeemed (unless all of the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single Security),
the particular Securities to be redeemed shall be selected less than 61 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, on a pro rata basis, by lot or
by such other method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of a portion of the principal
amount of Securities of such series, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination which
shall not be less than the minimum authorized denomination for such Security. If
less than all of the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected less than 61 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such
series and specified tenor not previously called for redemption in accordance
with the preceding sentence, and the Trustee shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amounts thereof to be
redeemed.

                  The provisions of the preceding paragraph shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal


                                      -96-
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amount of the Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security.

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

Section 1104.     Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
Section 109 to each Holder of Securities to be redeemed not less than 30 nor
more than 60 days prior to the Redemption Date.

                  All notices of redemption shall state:

                  (1)   the Redemption Date,

                  (2)   the Redemption Price, or, if not then ascertainable,
          the manner of calculation thereof,

                  (3)   if less than all the Outstanding Securities of any
          series consisting of more than a single Security are to be redeemed,
          the identification (and, in the case of partial redemption of any
          Securities, the principal amounts) of the particular Securities to be
          redeemed and if less than all the Outstanding Securities of any series
          consisting of a single Security are to be redeemed, the principal
          amount of the particular Security to be redeemed,

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

                  (5)   the place or places where such Securities are to be
          surrendered for payment of the Redemption Price,

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

                  (7)   the current conversion price and the date on which the
          right to convert such Securities or portions thereof will expire.

                  (8)   the CUSIP or ISIN or Common Code number or numbers, if
          any, with respect to such Securities assigned to such Securities;
          provided, however, that such notice may state that no representation
          is made as to the correctness of CUSIP or ISIN or Common Code numbers,
          in which case none of the Company, the Guarantor, the Trustee or any
          agent of the Company, the Guarantor or the Trustee shall have any
          liability in respect of the use of any CUSIP or ISIN or Common Code
          number or numbers on such notices, and the redemption of such
          Securities shall not be affected by any defect in or omission of such
          numbers, and


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                  (9)   such other matters as the Company or the Guarantor, as
          the case may be, shall deem desirable or appropriate.

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

Section 1105.     Deposit of Redemption Price.

                  Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed (other than those theretofore surrendered
for conversion) on that date.

Section 1106.     Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. 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 interest to the Redemption Date; provided, however, that unless
otherwise specified as contemplated by Section 301, instalments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 308.

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

Section 1107.     Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, 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 his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered; provided, that if a Global
Security is so surrendered, such new Security so issued shall be a new Global
Security in a denomination equal to the unredeemed portion of the principal of
the Global Security so surrendered.



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Section 1108.     Optional Redemption Due to Changes in Tax Treatment

                  The Company or the Guarantor may redeem any Securities
contained in one or more particular series, in whole but not in part, at any
time (except in the case of Securities that have a variable rate of interest,
which may be redeemed on any Interest Payment Date), at a Redemption Price equal
to the principal amount plus accrued interest, if any, to the date fixed for
redemption (except in the case of Outstanding Original Issue Discount Securities
which may be redeemed at the Redemption Price specified by the terms of such
series of Securities), if:

                  (1) either the Company or the Guarantor determines that, as a
          result of any change in or amendment to the laws or any regulations or
          rulings promulgated thereunder of the jurisdiction (or of any
          political subdivision or taxing authority of or in any such
          jurisdiction) in which the Company or the Guarantor is incorporated
          (or, in the case of a successor Person to the Company or Guarantor, of
          the jurisdiction in which such successor Person is organized or any
          political subdivision or taxing authority thereof or therein), or any
          change in the application or official interpretation of such laws,
          regulations or rulings, or any change in the official application or
          interpretation of, or any execution of or amendment to, any treaty or
          treaties affecting taxation to which any such jurisdiction (or such
          other political subdivision or taxing authority) is a party, which
          change, execution or amendment becomes effective on or after the date
          specified for the relevant series of Securities (or, in the case of a
          successor Person to the Company or the Guarantor, the date on which
          such successor Person became such pursuant to Section 801 and 803, or
          in the case of any assumption by the Guarantor or its Subsidiary of
          obligations of the Company under section 801, the date of such
          assumption),

                  (a) either the Company or the Guarantor or such successor
          Person would be required to pay additional amounts, as described in
          Section 1007 and Section 1301, with respect to such series of
          Securities or the related Guarantees, as applicable, on the next
          succeeding Interest Payment Date and the payment of such additional
          amounts cannot be avoided by the use of reasonable measures available
          to the Company or the Guarantor, as the case may be,

                  (b) tax has been or would be required to be deducted or
          withheld with respect to interest income received or receivable by the
          Company directly from the Guarantor or any of its Affiliates, or the
          interest payable by the Company under the Securities of such series
          cannot be settled against interest income received or receivable by
          the Company directly from the Guarantor or any of its Affiliates and
          such withholding tax or corporate income tax obligation cannot be
          avoided by the use of reasonable measures available to the Company or
          the Guarantor, or

                  (2) either the Company or the Guarantor determine that, as a
          result of any action taken by any legislative body of, taxing
          authority of, or any action brought in a court of competent
          jurisdiction, in the jurisdiction (or any political subdivision or
          taxing authority of or in any such jurisdiction) in which the Company
          or the Guarantor is incorporated (or, in the case of a successor
          Person to the Company or the Guarantor, of the jurisdiction in which
          such successor Person is organized or any political subdivision or
          taxing authority thereof or therein) (whether or not such action was
          taken or brought with respect to the Company or the Guarantor or such
          successor Person), which action is taken or brought on or after the
          date specified in the Securities of such series (or, in the



                                      -99-
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          case of a successor Person to the Company or the Guarantor, the date
          on which such successor Person became such pursuant to Section 801 and
          803, or in the case of any assumption by the Guarantor or its
          Subsidiary of obligations of the Company under section 801, the date
          of such assumption), there is a substantial probability that the
          circumstances described in the previous paragraphs would exist,
          provided, however, that no such notice of redemption may be given
          earlier than 90 days prior to the earliest date on which the Company
          or the Guarantor or such successor Person would be obligated to pay
          such additional amounts. The Company or the Guarantor or such
          successor Person as the case may be, will also pay to each Holder, or
          make available for payment to each such Holder, on the redemption date
          any additional amounts resulting from the payment of such redemption
          price.

                  Following a consolidation, amalgamation, merger, conveyance,
transfer or lease of assets as described under Section 801 or any similar
transaction, that is entered into by the Guarantor involving a Person that
assumes the Guarantor's obligations under the Guarantees or, if applicable, that
guarantees the Company's obligations under the Securities, that Person may be
required to pay additional amounts, as described under Section 1007, in which
case, the Company, the Guarantor or such Person, may redeem the Securities of
the relevant series, in whole but not in part, at any time (except in the case
of Securities that have a variable interest, which may be redeemed on any
Interest Payment Date), at a Redemption Price equal to the principal amount plus
accrued interest, if any, to the date fixed for redemption (except in the case
of Outstanding Original Issue Discount Securities which may be redeemed at the
Redemption Price specified by the terms of such series of Securities), even if
additional amounts became payable immediately upon completion of the
consolidation, amalgamation, merger, conveyance, transfer or lease of assets as
described under Section 801 or any similar transaction, including in connection
with an internal corporate reorganization, that is entered into by the
Guarantor. Neither the Company nor the Guarantor nor any other Person will have
any obligation under this Indenture to seek to avoid the obligation to pay
additional amounts in that situation.

                  Prior to the publication of any notice of redemption pursuant
to this provision, the Company or the Guarantor or any successor Person, as the
case may be, shall deliver to the Trustee an Officer's Certificate, stating that
the Company or the Guarantor or such successor Person, as the case may be, is
entitled to effect a redemption as described above and setting forth in
reasonable detail a statement of facts showing that the conditions precedent of
the right so to redeem have occurred. Such notice, once delivered to the
Trustee, will be irrevocable.




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                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.     Applicability of Article.

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

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

Section 1202.     Satisfaction of Sinking Fund Payments with Securities.

                  The Company or the Guarantor, as the case may be, (1) may
deliver Outstanding Securities of a series (other than any previously called for
redemption), and (2) may apply as a credit Securities of a series which have
been redeemed either at the election of the Company or the Guarantor, as the
case may be, pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
Securities; provided that the Securities to be credited have not been previously
so credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 1203.     Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
for any Securities, the Company or the Guarantor, as the case may be, will
deliver to the Trustee an Officer's Certificate specifying the amount of the
next ensuing sinking fund payment for such Securities pursuant to the terms of
such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 50 days prior to each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company or the Guarantor, as
the case may be, in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.


                                     -101-
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                                ARTICLE THIRTEEN


Section 1301.     Guarantee.

                  For value received, the Guarantor hereby fully,
unconditionally and irrevocably guarantees to the Holder of a Security of each
series authenticated and delivered by the Trustee, for value received in
connection with such Security, and to the Trustee on behalf of each such Holder,
the due and punctual payment of the principal of, premium, if any, and any
interest on such Security, and the due and punctual payment of any sinking fund
payments provided for pursuant to the terms of such Security, when and as the
same shall become due and payable (subject to any period of grace provided with
respect thereto), whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, according to the terms of such
Security and of the Indenture. In case of the failure of the Company punctually
to make any such payment of principal, premium, interest, or sinking fund
payment, if any, the Guarantor hereby agrees to cause any such payment to be
made punctually when and as the same shall become due and payable, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.

                  If any deduction or withholding for any present or future
taxes, assessments or other governmental charges of The Hellenic Republic, The
Netherlands or, if applicable, any other jurisdiction, (including any political
subdivision or taxing authority thereof or therein) in which the Guarantor is
incorporated shall at any time be required by such jurisdictions (or any such
political subdivision or taxing authority thereof or therein) in respect of any
amounts to be paid by the Guarantor relating to principal of or interest on this
Guarantee, the Guarantor will pay as additional interest to the Holder of this
Security such additional amounts, as may be necessary in order that the net
amounts paid to such Holder pursuant to the terms of this Guarantee, after such
deduction or withholding, shall be not less than such amounts as such Holder
would otherwise be entitled to receive; provided, however, that such amounts
shall be payable only to Holders that (a) are not resident in The Hellenic
Republic for purposes of its tax and that do not have a Greek Tax Registration
Number (AFM) and (b) hat are not resident in The Netherlands for the purposes of
its tax, and (c) if applicable, that are not resident for tax purposes and are
not registered with the tax authorities in any other applicable jurisdiction
(political subdivision or taxing authority thereof or therein) in which the
Guarantor is incorporated; and provided, further, that the Guarantor shall not
be required to make any payment of additional amounts for or on account of:

                  (1) any tax, assessment or other governmental charge which
would not have been imposed but for the existence of any present or former
connection between such Holder (or between a fiduciary, settlor, beneficiary,
member or shareholder of, or possessor of a power over, such Holder, if such
Holder is an estate, trust, partnership or corporation) and the applicable
jurisdiction, or any political subdivision or territory or possession thereof or
therein or area subject to its jurisdiction, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or
possessor) being or having been a citizen or resident thereof or treated as a
resident thereof or there having been present or engaged in trade or business
therein or having or having had a permanent establishment therein,

                  (2) any estate, inheritance, gift, sales, transfer, stamp,
personal property or similar tax, assessment or other governmental charge,


                                     -102-
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                  (3) any tax, assessment or other governmental charge which is
payable other than by withholding from payments of (or in respect of) principal
of, premium, if any or any interest on, this Security,

                  (4) any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal, premium, if
any, or any interest on, this Security, if such payment can be made without such
withholding by any other Paying Agent,

                  (5) any tax, assessment or other governmental charge which
would not have been imposed or withheld if such Holder had made a timely and
accurate declaration of non-residence or other similar claim for exemption or
present any applicable form or certificate, upon the making or presentation of
which that Holder would either have been able to avoid such tax, assessment or
charge or to obtain a refund of such tax, assessment or charge, including
certification or documentation to the effect that such Holder or beneficial
owner is not a resident and lacks other connections with the applicable
jurisdiction, as the case may be, or had made any other declaration or satisfied
any other information requirements required to avoid such tax assessment or
other governmental charge,

                  (6) any tax, assessment or other governmental charge which
would not have been imposed but for the presentation of this Security (where
presentation is required) for payment on a date more than 30 days after the date
on which such payment became due and payable or the date on which payment
thereof was duly provided for, whichever occurred later,

                  (7) any payment under or with respect to this Security to any
Holder that is a fiduciary or partnership or any person other than the sole
beneficial owner of such payment or this Security, to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of such
partnership or the beneficial owner of such payment or this Security would not
have been entitled to the additional amounts had such beneficiary, settlor,
member of beneficial owner been the actual Holder of such Security,

                  (8) any withholding tax required to be deducted by the Company
or the Guarantor from any amounts to be paid by Company or the Guarantor under
the Securities or the Guarantees, as the case may be, pursuant to the European
Union Directive on the taxation of savings implementing the conclusions of the
European Council of Economic and Finance Ministers ("ECOFIN") meeting on June 3,
2003, or any law implementing or complying with, or introduced in order to
conform to, such Directive, or

                  (9) any combination of the items (1), (2), (3), (4), (5), (6),
(7) and (8) above.

                  If applicable to the relevant series of Securities, the
foregoing provisions shall apply mutatis mutandis to any withholding or
deduction for or on account of any present or future taxes, assessments or
governmental charges of whatever nature of any jurisdiction in which any
successor Person to the Company is organized, or any political subdivision or
taxing authority thereof or therein.

                  The Guarantor hereby agrees that its obligations hereunder
shall be as if it were principal debtor and not merely surety, and shall be
absolute, full unconditional and irrevocable, and without limiting the
generality of the foregoing, shall be unaffected by, any invalidity,
irregularity or unenforceability of any Security or this Indenture, any failure
to enforce the



                                     -103-
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provisions of any Security or this Indenture, or any waiver, modification or
indulgence granted to the Company with respect thereto, by the Holder of any
Security of any series or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge of a surety or guarantor;
provided, however, that, notwithstanding the foregoing, no such waiver,
modification or indulgence shall, without the consent of the Guarantor, increase
the principal amount of any Security, or increase the interest rate thereon, or
increase any premium payable upon redemption thereof. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of a merger or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to any
Security or the indebtedness evidenced thereby or with respect to any sinking
fund required under any Security and all demands whatsoever, and covenants that
the Guarantee will not be discharged except by payment in full of the principal
of, interest on, and premium, if any, of such Security. This guarantee shall
constitute a guarantee of payment and not of collection.

                  The Guarantor shall be subrogated to all rights of the Holder
of such Security and the Trustee against the Company in respect of any amounts
paid to such Holder by the Guarantor pursuant to the provisions of the
Guarantee, provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, such right of
subrogation until the principal of, interest on, and premium, if any, of all
Securities of the same series issued under such Indenture shall have been paid
in full.

                  No reference herein to such Indenture and no provision of the
Guarantee or of such Indenture shall alter or impair the guarantee of the
Guarantor, which is absolute and unconditional, of the due and punctual payment
of the principal of, interest on, and premium, if any, with respect to, the
Security upon which the Guarantee is endorsed and other times, places and rate,
and in the cash or currency, prescribed therein.

                  The Guarantee shall not be valid or obligatory for any purpose
in respect of any Security until the certificate of authentication of such
Security shall have been manually executed by or on behalf of the Trustee under
such Indenture.

                  All terms used in the Guarantee which are defined in this
Indenture shall have the meanings assigned to them in the Indenture.



                                     -104-
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                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.     Company's Option to Effect Defeasance or Covenant Defeasance.

                  The Company or the Guarantor may elect, at their respective
options at any time, to have Section 1402 or Section 1403 applied to any
Securities or any series of Securities or designated pursuant to Section 301 as
being defeasible pursuant to such Section 1402 or 1403, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution of the Company or the Guarantor, as the case may
be, or in another manner specified as contemplated by Section 301 for such
Securities.

Section 1402.     Defeasance and Discharge.

                  Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, the Company
and the Guarantor shall be deemed to have been discharged from their obligations
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1404 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company and the
Guarantor shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all their other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company and the Guarantor,
shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when payments are due, (2) the Company's and the Guarantor's
obligations with respect to such Securities respectively under Sections 304,
305, 306, 307, 1002 and 1003, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (4) this Article. Subject to compliance
with this Article, the Company or the Guarantor may exercise their options (if
any) to have this Section applied to any Securities notwithstanding the prior
exercise of their respective options (if any) to have Section 1403 applied to
such Securities.

Section 1403.     Covenant Defeasance.

                  Upon the Company's or the Guarantor's exercise of their
respective options (if any) to have this Section applied to any Securities or
any series of Securities, as the case may be, (1) the Company and the Guarantor
shall be released from any covenants provided pursuant to Section 301, 801, 901
or 1004 for the benefit of the Holders of such Securities, and (2) the
occurrence of any event specified in Sections 501(4) (with respect to any such
covenants provided pursuant to Section 301, 801, 901 or 1004), 501(5), 501(6)
and 501(7) shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 1404 are satisfied (hereinafter
called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, the Company and the Guarantor may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or



                                     -105-
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indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

Section 1404.     Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to the application of
Section 1402 or Section 1403 to any Securities or any series of Securities, as
the case may be:

                  (1) The Company or the Guarantor shall irrevocably have
          deposited or caused to be deposited with the Trustee (or another
          trustee which satisfies the requirements contemplated by Section 609
          and agrees to comply with the provisions of this Article applicable to
          it) as trust funds in trust for the purpose of making the following
          payments, specifically pledged as security for, and dedicated solely
          to, the benefits of the Holders of such Securities, (A) money in an
          amount, or (B) U.S. Government Obligations which through the scheduled
          payment of principal and interest in respect thereof in accordance
          with their terms will provide, not later than one day before the due
          date of any payment, money in an amount, or (C) a combination thereof,
          in each case sufficient, in the opinion of a nationally recognized
          firm of independent public accountants expressed in a written
          certification thereof delivered to the Trustee, to pay and discharge,
          and which shall be applied by the Trustee (or any such other
          qualifying trustee) to pay and discharge, the principal of and any
          premium and interest on such Securities on the respective Stated
          Maturities, in accordance with the terms of this Indenture and such
          Securities. As used herein, "U.S. Government Obligation" means (x) any
          security which is (i) a direct obligation of the United States for the
          payment of which the full faith and credit of the United States is
          pledged or (ii) an obligation of a Person controlled or supervised by
          and acting as an agency or instrumentality of the United States the
          payment of which is unconditionally guaranteed as a full faith and
          credit obligation by the United States, which, in either case (i) or
          (ii), is not callable or redeemable at the option of the issuer
          thereof, and (y) any depositary receipt issued by a bank (as defined
          in Section 3(a) (2) of the Securities Act) as custodian with respect
          to any U.S. Government Obligation which is specified in Clause (x)
          above and held by such bank for the account of the holder of such
          depositary receipt, or with respect to any specific payment of
          principal of or interest on any U.S. Government Obligation which is so
          specified and held, provided that (except as required by law) such
          custodian is not authorized to make any deduction from the amount
          payable to the holder of such depositary receipt from any amount
          received by the custodian in respect of the U.S. Government Obligation
          or the specific payment of principle or interest evidenced by such
          depositary receipt.

                  (2) In the event of any election to have Section 1402 apply to
          any Securities or any series of Securities, as the case may be, the
          Company or the Guarantor, as the case may be, shall have delivered to
          the Trustee an Opinion of Counsel stating that (A) pursuant to a
          ruling issued to the Company or the Guarantor, as the case may be, or
          published by the Internal Revenue Service or (B) under a change in
          applicable U.S. Federal income tax law, the Holders of such Securities
          will not recognize gain or loss for U.S. Federal income tax purposes
          as a result of the deposit, Defeasance and discharge to be effected
          with respect to such Securities and will be subject to Federal income
          tax on the same amount, in the same manner and at the same times as
          would be the case if such deposit, Defeasance and discharge were not
          to occur.


                                     -106-
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                  (3) In the event of an election to have Section 1403 apply to
          any Securities or any series of Securities the Company or the
          Guarantor, as the case may be, shall have delivered to the Trustee an
          Opinion of Counsel to the effect that the Holders of such Securities
          will not recognize gain or loss for Federal income tax purposes as a
          result of the deposit and Covenant Defeasance to be effected with
          respect to such Securities and will be subject to Federal income tax
          on the same amount, in the same manner and at the same times as would
          be the case if such deposit and Covenant Defeasance were not to occur.

                  (4) The Company or the Guarantor, as the case may be, shall
          have delivered to the Trustee an Officer's Certificate to the effect
          that neither such Securities nor any other Securities of the same
          series, if then listed on any securities exchange, will be delisted as
          a result of such deposit.

                  (5) No event which is, or after notice or lapse of time both
          would become, an Event of Default with respect to such Securities or
          any other Securities shall have occurred and be continuing at the time
          of such deposit or, with regard to any such event specified in
          Sections 501(5), 501(6) and 501(7), at any time on or prior to the day
          which is six months after the date of such deposit (it being
          understood that this condition shall not be deemed satisfied until
          after such day which is six months after the date of such deposit).

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
          Trustee to have a conflicting interest within the meaning of the Trust
          Indenture Act (assuming all Securities are in default within the
          meaning of such Act).

                  (7) Such Defeasance or Covenant Defeasance shall not result in
          a breach or violation of, or constitute a default under, any other
          agreement or instrument to which the Company is a party or by which it
          is bound.

                  (8) Such Defeasance or Covenant Defeasance shall not result in
          the trust arising from such deposit constituting an investment company
          within the meaning of the Investment Company Act unless such trust
          shall be registered under such Act or exempt from registration
          thereunder.

                  (9) The Company or the Guarantor, as the case may be, shall
          have delivered to the Trustee an Officers' Certificate and an Opinion
          of Counsel, each stating that all conditions precedent with respect to
          such Defeasance or Covenant Defeasance have been complied with.

Section 1405.     Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for the purposes
of this Section and Section 1406, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 1404 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any



                                     -107-
<PAGE>
                                                                    CONFIDENTIAL


such Paying Agent (including the Company or the Guarantor acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal and any
premium and interest, but money so held in trust need not be segregated from
other funds except to the extent required by law.

                  The Company or the Guarantor shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 1404, 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 Outstanding Securities.

                  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company or the Guarantor from time to time
upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 1404 with respect to any Securities which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

Section 1406.     Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason
of any order of judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company and the
Guarantor have been discharged or released pursuant to Section 1402 or 1403
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article with respect to such Securities in accordance with this Article;
provided, however, that if the Company or the Guarantor make any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company or the Guarantor shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

                                    * * * * *

                  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 instrument.


                                     -108-
<PAGE>

                                                                    CONFIDENTIAL


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed on their respective behalves, all as of the day
and year first above written.

                            COCA-COLA HBC FINANCE B.V.


                            By: /s/ Jan Gustavsson
                                -----------------------------
                                Name:  Jan Gustavsson
                                Title: Company Secretary


                            COCA-COLA HELLENIC BOTTLING
                            COMPANY S.A.

                            By: /s/ Jan Gustavsson
                                -----------------------------
                                Name:  Jan Gustavsson
                                Title: Company Secretary and General Counsel

                            THE BANK OF NEW YORK
                                as Trustee

                            By: /s/ Allison Mitchell
                                -----------------------------
                                Name: Allison Mitchell






                                     -109-
<PAGE>
                                                                    CONFIDENTIAL


                                    EXHIBIT A

                         FORM OF CERTIFICATE OF TRANSFER

Coca-Cola HBC Finance B.V.
Herengracht 556
1017CG Amsterdam
The Netherlands

Coca-Cola Hellenic Bottling Company S.A.
9 Fragoklissias Street
151 25 Maroussi
Athens
Greece

The Bank of New York
One Canada Square,
London E14 5AL,
United Kingdom



     Re: -% Notes due 2- (the "Securities")

     Reference is hereby made to the Indenture, dated as of September 17, 2003
(the "Indenture"), between Coca-Cola HBC Finance B.V., as issuer (the
"Company"), Coca-Cola Hellenic Bottling Company S.A., as guarantor (the
"Guarantor") and The Bank of New York, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

     ___________________, (the "Transferor") owns and proposes to transfer the
Security[ies] or beneficial interest in such Security[ies] specified in Annex A
hereto, in the principal amount of [Insert Applicable Currency]___________ (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

     1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL SECURITY OR A CERTIFICATED SECURITY PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Certificated Security is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Certificated Security for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Certificated Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Rule 144A Global
Security and/or the Certificated Security and in the Indenture and the
Securities Act.



                                      A-1
<PAGE>
                                                                    CONFIDENTIAL


     2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL SECURITY OR A CERTIFICATED SECURITY PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the 40-day "Distribution Compliance Period" under Regulation S,
the transfer is not being made to a U.S. Person or for the account or benefit of
a U.S. Person (other than a "Distributor" as defined in Rule 902 of Regulation
S). Upon consummation of the proposed transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Certificated Security will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Security and/or the Certificated
Security and in the Indenture and the Securities Act.

     3. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL SECURITY OR OF AN UNRESTRICTED CERTIFICATED SECURITY.

     (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Certificated
Security will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Securities, on
Restricted Certificated Securities and in the Indenture.

     (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Security will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities, on Restricted Certificated Securities and in the Indenture.

     (c) [ ] CHECK IF TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT. The Transfer is being effected in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act.

     (d) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions


                                      A-2
<PAGE>

                                                                    CONFIDENTIAL

contained in the Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Security will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Securities or Restricted Certificated Securities and in
the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Guarantor.

     Capitalized terms not otherwise defined in this certificate shall have the
meaning assigned to them in the Indenture.


                                    --------------------------------------------
                                           [Insert Name of Transferor]

                                 By:
                                    --------------------------------------------
                                    Name:
                                   Title:

Dated:
      -----------------------------------


                                      A-3
<PAGE>

                                                                    CONFIDENTIAL

                       ANNEX A TO CERTIFICATE OF TRANSFER

     1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

          (a)  [ ] a beneficial interest in the:

               (i)  [ ] Rule 144A Global Security (CUSIP _________), or

               (ii) [ ] Regulation S Global Security (CUSIP _________)

          (b)  [ ] a Restricted Certificated Security.

     2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (a)  [ ] a beneficial interest in the:

               (i)   [ ] Rule 144A Global Security (CUSIP _________), or

               (ii)  [ ] Regulation S Global Security (CUSIP _________), or

               (iii) [ ] Unrestricted Global Security (CUSIP _________); or

          (b)  [ ] a Restricted Certificated Security; or

          (c)  [ ] an Unrestricted Certificated Security,

in accordance with the terms of the Indenture.



                                      A-4
<PAGE>
                                                                    CONFIDENTIAL

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF EXCHANGE

Coca-Cola HBC Finance B.V.
Herengracht 556
1017CG Amsterdam
The Netherlands

Coca-Cola Hellenic Bottling Company S.A.
9 Fragoklissias Street
151 25 Maroussi
Athens
Greece

The Bank of New York
One Canada Square,
London E14 5AL,
United Kingdom


     Re: -% Notes due 2- (the "Securities")

     Reference is hereby made to the Indenture, dated as of September 17, 2003
(the "Indenture"), between Coca-Cola HBC Finance B.V., as issuer (the
"Company"), Coca-Cola Hellenic Bottling Company S.A., as guarantor (the
"Guarantor"), and The Bank of New York, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

     __________________________, (the "Owner") owns and proposes to exchange the
Security[ies] or beneficial interest in such Security[ies] specified herein, in
the principal amount of [Insert applicable currency] (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

     1. EXCHANGE OF RESTRICTED CERTIFICATED SECURITIES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL SECURITY FOR UNRESTRICTED CERTIFICATED SECURITIES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL SECURITY

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Security for a beneficial interest in an Unrestricted Global Security in
an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Securities and pursuant to and in accordance with the
Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Security is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.


                                      B-1
<PAGE>

                                                                    CONFIDENTIAL

     (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY TO UNRESTRICTED CERTIFICATED SECURITY. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Security for
an Unrestricted Certificated Security, the Owner hereby certifies (i) the
Certificated Security is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Securities and pursuant to and
in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Certificated
Security is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

     (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED SECURITY TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with the
Owner's Exchange of a Restricted Certificated Security for a beneficial interest
in an Unrestricted Global Security, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Certificated Securities and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

     (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED SECURITY TO
UNRESTRICTED CERTIFICATED SECURITY. In connection with the Owner's Exchange of a
Restricted Certificated Security for an Unrestricted Certificated Security, the
Owner hereby certifies (i) the Unrestricted Certificated Security is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Certificated Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Certificated
Security is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

     2. EXCHANGE OF RESTRICTED CERTIFICATED SECURITIES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL SECURITIES FOR RESTRICTED CERTIFICATED SECURITIES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL SECURITIES

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY TO RESTRICTED CERTIFICATED SECURITY. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Security for
a Restricted Certificated Security with an equal principal amount, the Owner
hereby certifies that the Restricted Certificated Security is being acquired for
the Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Certificated Security issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Certificated Security and in the Indenture and the Securities Act.


                                      B-2
<PAGE>

                                                                    CONFIDENTIAL

     (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED SECURITY TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In connection with the
Exchange of the Owner's Restricted Certificated Security for a beneficial
interest in the [CHECK ONE] [ ] 144A Global Security, [ ] Regulation S Global
Security, with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Securities and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Security and in the Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

     Capitalized terms not defined otherwise in this certificate shall have the
meaning assigned to them in the Indenture.


                                    --------------------------------------------
                                               [Insert Name of Owner]

                                 By:
                                    --------------------------------------------
                                    Name:
                                   Title:

Dated:
      -----------------------------------


                                      B-3