EXHIBIT
2.17   SUBSCRIPTION AGREEMENT  PORTUGAL TELECOM INTERNATIONAL FINANCE B.V.  Issue of 750,000,000 5.00 per cent. Notes due 4 November 2019 under the 7,500,000,000 Global Medium Term Note Programme with the benefit of a Keep Well Agreement given by Portugal Telecom SGPS, S.A. (incorporated with limited liability under the laws of the Portuguese Republic) and with the benefit of a Keep Well Agreement given by PT Comunicações, S.A. (incorporated with limited liability under the laws of the Portuguese Republic)  Dated 29 October 2009


PORTUGAL TELECOM INTERNATIONAL FINANCE B.V.  750,000,000
5.00 per cent. Notes due 4 November 2019 under
the 7,500,000,000 Global
Medium Term Note Programme established
by Portugal
Telecom International Finance B.V.  29 October 2009  To:Banco Espírito Santo de
Investimento, S.A. Banco Santander Totta, S.A. Barclays Bank PLC Caixa - Banco de Investimento, S.A. UBS Limited (the Joint-Lead Managers)  c/oBarclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom (Barclays)  cc:Citicorp Trustee Company
Limited as Trustee Citibank, N.A. as Principal Paying Agent  Dear
Sirs,  Portugal
Telecom International Finance B.V. (the Issuer),
incorporated under the laws of The Netherlands and having its statutory
domicile in Amsterdam, proposes to issue 750,000,000 5.00 per cent. Notes due
4 November 2019 (the Notes)
pursuant to the 7,500,000,000 Global Medium Term Note Programme established by
it.  The Notes will be issued with the
benefit of the Keep Well Agreements executed by Portugal Telecom, SGPS, S.A. (PT) and PT Comunicações, S.A. (PTC)
respectively.  The terms of the issue
shall be as set out in the form of Final Terms attached to this Agreement as
Annexe A.  This
Agreement is supplemental to the amended and restated Programme Agreement, as
amended and/or supplemented and/or restated from time to time (the Programme Agreement) dated 7th November, 2006 made between
the Issuer, PT and PTC and the Dealers party thereto.  All terms with initial capitals used herein
without definition have the meanings given to them in the Programme Agreement.  We wish
to record the arrangements agreed between us in relation to the issue:  1.This Agreement
appoints each Joint-Lead Manager which is not a party to the Programme
Agreement (each a New Dealer) as
a New Dealer in accordance with the provisions of clause 11 of the Programme
Agreement for the purposes of the issue of the Notes.  Barclays confirms that it is in receipt of
the documents referenced below:  (a)a copy of the
Programme Agreement; and  2


(b)a copy of such of
the documents referred to in Part 1 of Appendix A of the Programme
Agreement as Barclays, on behalf of the Joint-Lead Managers, has requested  and has confirmed
with each New Dealer that it has found them to be satisfactory or (in the case
of any or all of the documents referred to in (b)) has waived such production.  For the purposes
of the Programme Agreement the details of the Joint-Lead Manager for service of
notices are as follows:  Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom  Telephone:
  + 44
  20 7773 9098Telefax:
  + 44
  20 7773 4876Attention:
  Debt Capital
  Markets  In consideration
of the Issuer appointing each New Dealer as a Dealer in respect of the Notes
under the Programme Agreement, each New Dealer hereby undertakes, for the
benefit of the Issuer, PT, PTC and the Joint-Lead Managers (for themselves and
each of the other Dealers), that, in relation to the issue of the Notes, it
will perform and comply with all the duties and obligations expressed to be
assumed by a Dealer under the Programme Agreement, a copy of which it
acknowledges it has received from Barclays. 
The Issuer, PT and PTC hereby confirm that each New Dealer shall be
vested with all authority, rights, powers, duties and obligations of a Dealer
in relation to the issue of the Notes as if originally named as a Dealer under
the Programme Agreement provided that following the Issue Date of the Notes
each New Dealer shall have no further such authority, rights, powers, duties or
obligations except for any which have accrued or been incurred prior to, or in
connection with, the issue of the Notes.  2.Subject to the terms and
conditions of the Programme Agreement and this Agreement the Issuer hereby
agrees to issue the Notes and the Joint-Lead Managers jointly and severally
agree to subscribe or procure subscribers for the Notes at a price of 99.329
per cent. of the principal amount of the Notes (the Purchase
Price), being the issue price of 99.629 per cent. less a combined
management, underwriting and selling commission of 0.30 per cent. of such
principal amount.  3.The Joint-Lead Managers agree
as between themselves that they will be bound by and will comply with the
International Capital Markets Association Standard Form Agreement version
1 (the Agreement Among Managers) and further
agree that the references in the Agreement Among Managers to the Lead Manager
shall mean Barclays.  4The settlement procedures set
out in Part 2A of Annexe A to the Procedures Memorandum shall apply as if
set out in this Agreement provided that, for the purposes of this Agreement:  (i)the sum payable on the Issue
Date shall represent the Purchase Price less any amount payable in respect of
Joint-Lead Managers expenses as provided in clause 5 of this Agreement;  (ii)Issue Date
means 10.00 a.m. (London time) on 2 November 2009 or such
other time and/or date as the Issuer and the Joint-Lead Managers may agree; and  3


(iii)Payment
Instruction Date means the Issue Date unless there is to be a
pre-closing for the issue in which case it means the business day (being a day
on which banks and foreign exchange markets are open for business in London) prior
to the Issue Date.  5.The Issuer, or failing the
Issuer, PT and/or PTC, shall bear and pay (together with any applicable value
added tax or similar tax) all costs and expenses incurred in or in connection
with this Agreement and the Final Terms prepared in connection with the issue
of the Notes and the admission of the Notes to the Official List and to trading
by the London Stock Exchange plc.  In
addition, the Issuer, or failing the Issuer, PT and/or PTC, agrees to pay to
the Joint-Lead Managers all reasonable legal expenses (together with any
applicable value added tax or similar tax) incurred by the Joint-Lead Managers
in connection with the preparation and management of the issue.  6.The obligation of the
Joint-Lead Managers to purchase the Notes is conditional upon:  (i)the conditions set out in
clause 3(2) (other than that set out in clause 3(2)(e)) of the
Programme Agreement being satisfied as of the Payment Instruction Date (on the
basis that the references therein to relevant Dealer
shall be construed as references to the Joint-Lead Managers) and without
prejudice to the aforesaid, the Offering Circular dated 17 December 2008,
as supplemented by a supplement to the Offering Circular dated 3 February 2009,
containing all material information relating to the assets and liabilities,
financial position and profits and losses of the Issuer, PT and PTC and nothing
having happened or being expected to happen which would require the Offering
Circular, as so supplemented, to be further supplemented or updated; and  (ii)the delivery to the Joint-Lead Managers on
the Payment Instruction Date of:  (A)legal opinions addressed to
the Joint-Lead Managers and the Trustee dated the Payment Instruction Date in
such form and with such contents as the Joint-Lead Managers may reasonably
require from Clifford Chance LLP, the legal advisers to the Issuer as to Dutch
law, from Serra Lopes, Cortes Martins & Associados, Sociedade de
Advogados, R.L., the legal advisers to PT and PTC as to Portuguese law and from
Allen & Overy LLP, the legal advisers to the Joint-Lead Managers as to
English law;  (B)a certificate dated as at the
Payment Instruction Date signed by a duly authorised officer of the Issuer, a
certificate dated as at the Payment Instruction Date signed by a duly
authorised officer of PT and a certificate dated as of the Payment Instruction
Date signed by a duly authorised officer of PTC giving confirmation to the
effect stated in paragraph (i) of this clause; and  (C)comfort letters dated the
Payment Instruction Date from the independent auditors of each of the Issuer,
PT and PTC, in such form and with such content as the Joint-Lead Managers may
reasonably request.  If any of the foregoing conditions is not satisfied on
or before the Payment Instruction Date, this Agreement shall terminate on such
date and the parties hereto shall be under no further liability arising out of
this Agreement (except for any liability of the Issuer, or failing the Issuer,
PT and/or PTC in relation to expenses as provided in clause 5 and except for
any liability arising before or in relation to such termination), provided that
the Joint-Lead Managers may in their discretion waive any of the aforesaid
conditions (other than the condition precedent contained in clause 3(2)(c) of
the Programme Agreement) or any part of them.  7.The Joint-Lead Managers, may,
by notice to the Issuer, PT and PTC, terminate this Agreement at any time prior
to payment of the net purchase money to the Issuer if in the opinion of the
Joint-Lead  4


Managers (after consultation with Issuer, if
practicable) there shall have been such a change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls as would in its view be likely to prejudice materially the
success of the offering and distribution of the Notes or dealings in the Notes
in the secondary market and, upon such notice being given, the parties to this
Agreement shall (except for any liability of the Issuer, or failing the Issuer,
PT and/or PTC in relation to expenses as provided in clause 5 of this Agreement
and except for any liability arising before or in relation to such termination)
be released and discharged from their respective obligations under this
Agreement.  8.A person who is not a party to
this Agreement has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Agreement, but this does not affect any right
or remedy of a third party which exists or is available apart from the Act.  9.Clause 21 of the Programme
Agreement shall also apply to this Agreement as if expressly incorporated
herein.  10.This Agreement may be signed
in any number of counterparts, all of which, taken together, shall constitute
one and the same agreement and any party may enter into this Agreement by
executing a counterpart.  Please
confirm that this letter correctly sets out the arrangements agreed between us.  Yours
faithfully,  For:Portugal Telecom International
Finance B.V.   By:   By:   For:Portugal Telecom, SGPS, S.A.   By:   For:PT Comunicações, S.A.   By:  5


We
agree to the foregoing.  For:Banco Espírito Santo de
Investimento, S.A. Banco Santander Totta, S.A. Barclays Bank PLC Caixa - Banco de Investimento,
S.A. UBS Limited   Each by
its duly authorised signatory:  6


ANNEXE
A TO THE  SUBSCRIPTION AGREEMENT  FINAL TERMS  29 October 2009  Portugal Telecom International Finance B.V. (a private company with
limited liability incorporated under the laws of The Netherlands and having its
statutory seat in Amsterdam, The Netherlands)  Issue of 750,000,000 5.00 per cent. Notes due 4 November 2019
under the 7,500,000,000
Global Medium Term Note Programme with the benefit of a Keep Well Agreement given by
Portugal Telecom SGPS, S.A.
(incorporated with limited liability under the laws
of the Portuguese Republic)
and with the benefit of a Keep Well Agreement given by
PT Comunicações, S.A.
(incorporated with limited liability
under the laws of the Portuguese Republic)  PART A  CONTRACTUAL TERMS  Terms used herein
shall be deemed to be defined as such for the purposes of the Conditions set
forth in the Offering Circular dated 17 December 2008 and the supplement
to the Offering Circular dated 3 February 2009 which together constitute a
base prospectus for the purposes of the Prospectus Directive (Directive
2003/71/EC) (the Prospectus Directive). This document constitutes the Final
Terms of the Notes described herein for the purposes of Article 5.4 of the
Prospectus Directive and must be read in conjunction with the Offering Circular
as so supplemented. Full information on the Issuer and the offer of the Notes
is only available on the basis of the combination of these Final Terms, the
Offering Circular and the supplement to the Offering Circular. The Offering
Circular and the supplement to the Offering Circular are available for viewing
at the registered office of the Issuer.  1.Issuer:
  
  Portugal Telecom
  International Finance B.V.2.(a)Series Number:
  
  25(b)Tranche Number:
  
  13.Specified currency or Currencies
  
  Euro ()4.Aggregate Nominal Amount(a)Series:
  
  750,000,000(b)Tranche:
  
  750,000,0005.Issue Price of Tranche:
  
  99.629 per cent. of the Aggregate Nominal Amount6.Specified Denominations:
  
  50,000 and integral multiples of 1,000 in excess
  thereof up to and including 99,000. 
  No Notes in definitive form will be issued with a denomination above
  99,000.  7


7.(a)Issue Date:
  
  2 November 2009(b)Interest Commencement Date:
  
  2 November 20098.Maturity Date
  
  4 November 20199.Interest Basis:
  
  5.00 per cent. Fixed Rate
  (further particulars specified below)10.Redemption/Payment Basis:
  
  Redemption at par11.Change of Interest Basis or
  Redemption Payment Basis:
  
  Not Applicable12.Put/Call Options
  
  Investor Put
  (further particulars specified belowand
  in the Appendix)13.(a)Status of the Notes:
  
  Senior Unsecured(b)Date of Board approval for issuance of
  Notes obtained:
  
  26 October 200914.Method of distribution:
  
  SyndicatedPROVISIONS RELATING TO INTEREST (IF ANY)
  PAYABLE15.Fixed Rate Note
  Provisions
  
  Applicable(a)Rate(s) of Interest
  
  5.00 per cent. per annum payable annually in
  arrear(b)Interest Payment Date(s)
  
  4 November in each year up to and including
  the Maturity Date, the first Interest Payment Date being 4 November 2010.  There will be a long first coupon from and
  including the Issue Date to but excluding 4 November 2010(c)Fixed Coupon Amount(s):
  
  On each Interest Payment Date other than the
  Interest Payment Date falling on 4 November 2010 the following Fixed
  Coupon Amount shall be paid on the Notes: 50 per 1,000 in nominal amount(d)Broken Amount(s)
  
  On the Interest Payment Date falling on 4 November 2010
  the following broken amount shall be payable on the Notes: 50.274 per 1,000
  in nominal amount(e)Day Count Fraction:
  
  Actual/Actual (ICMA)(f)Determination Date(s):
  
  4 November in each year(g)Other terms relating to the method of calculating
  interest for Fixed Rate Notes:
  
  None16.Floating Rate Note
  Provisions
  
  Not Applicable17.Zero Coupon Note
  Provisions
  
  Not Applicable18.Index Linked Interest
  Note Provisions
  
  Not Applicable19.Dual Currency Note
  Provisions
  
  Not Applicable  8


PROVISIONS RELATING TO
  REDEMPTION20.Issuer Call
  
  Not Applicable21.Investor Put
  
  Applicable, in accordance with the terms set out
  in the Appendix22.Final Redemption Amount of Each
  Note:
  
  Par23.Early Redemption Amount(s) payable
  on redemption for taxation reasons or on event of default and/or the method
  of calculating the same (if required or if different from that set out in
  Condition 7(e)):
  
  As set out in Condition 7(e)GENERAL PROVISIONS APPLICABLE TO THE NOTES24.Form of Notes:(a)Form:
  
  Bearer Notes:Temporary Bearer Global Note exchangeable for a
  Permanent Bearer Global Note which is exchangeable for Definitive Bearer
  Notes only upon an Exchange Event.(b)New Global Note:
  
  Yes25.Additional Financial Centre(s) or
  other special provisions relating to Payment Dates:
  
  Not Applicable26.Talons for future Coupons or
  Receipts to be attached to Definitive Bearer Notes (and dates on which such
  Talons mature):
  
  No27.Details relating to Partly Paid
  Notes: amount of each payment comprising the Issue Price and date on which
  each payment is to be made and consequences (if any) of failure to pay,
  including any right of the Issuer to forfeit the Notes and interest due on
  late payment:
  
  Not Applicable28.Details relating to Instalment
  Notes:(a)Installment Amount(s):
  
  Not Applicable(b)Installment Date(s):
  
  Not Applicable29.Other terms or special
  conditions:
  
  See Appendix30.Redenomination:
  
  Redenomination not applicableDISTRIBUTION31.(a)If syndicated, names of
  Managers:
  
  Banco Espírito Santo de
  Investimento, S.A.
  Banco Santander Totta, S.A.
  Barclays Bank PLC
  Caixa - Banco de
  Investimento, S.A.
  UBS Limited(b)Stabilising Manager (if any):
  
  Not Applicable  9


32.If non-syndicated, name of
  relevant Dealer:
  
  Not Applicable33.Netherlands/worldwide selling
  restrictions:
  
  As set out in the Offering Circular34.Additional selling restrictions:
  
  Not Applicable35.Whether TEFRA D or TEFRA C rules applicable
  or TEFRA rules not applicable:
  
  TEFRA D  LISTING AND ADMISSION TO TRADING APPLICATION  These Final Terms
comprise the final terms required to list and have admitted to trading the
issue of Notes described herein pursuant to the 7,500,000,000 Global Medium
Term Note Programme of Portugal Telecom International Finance B.V.  RESPONSIBILITY  The Issuer hereby
accepts responsibility for the information contained in these Final Terms.  Signed on behalf
of the Issuer:   By:   By:  10


PART B 
OTHER INFORMATION  1.LISTING(i)Listing and admission to trading:
  
  Application has been made for the Notes to be
  admitted to trading on the London Stock Exchanges Regulated Market and
  listing on the Official List of the UK Listing Authority with effect from the
  Issue Date.(ii)Estimate of total expenses related to
  admission to trading:
  
  £3,6502.RATINGSRatings:
  
  The Notes to be issued have been rated:S & P: 
  BBB (Stable)Moodys: Baa2 (Stable)  3.INTERESTS OF NATURAL AND
LEGAL PERSONS INVOLVED IN THE ISSUE  Save for any fees
payable to the Managers, so far as the Issuer is aware, no person involved in
the issue of the Notes has an interest material to the offer.  4.YIELDIndication of yield:
  
  5.048 per cent.The yield is calculated at the Issue Date on the
  basis of the Issue Price. It is not an indication of future yield.  5.OPERATIONAL INFORMATION  (i)ISIN Code:
  
  XS0462994343(ii)Common Code:
  
  046299434(iii)Any clearing system(s) other than
  Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the
  relevant identification number(s):
  
  Not Applicable(iv)Delivery:
  
  Delivery against payment(v)Names and addresses of additional Paying
  Agent(s) (if any):
  
  Not Applicable(vi)Intended to be held in a manner which would allow Eurosystem
  
  Yes  11


eligibility:Note that the designation yes simply means that
  the Notes are intended upon issue to be deposited with one of the ICSDs as
  common safekeeper and does not necessarily mean that the Notes will be
  recognised as eligible collateral for Eurosystem monetary policy and
  intra-day credit operations by the Eurosystem either upon issue or at any or
  all times during their life. Such recognition will depend upon satisfaction
  of the Eurosystem eligibility criteria.  12


APPENDIX  REDEMPTION OPTION FOR CHANGE OF
CONTROL  The Conditions shall be
deemed amended by the deletion of Condition 7(d) (Redemption at the option
of the Noteholders (Investor Put)) and the substitution therefor of the
following wording:  If at any time
while the Notes remain outstanding (i) a Change of Control occurs at any
time and (ii) a Rating Downgrade occurs during the Change of Control
Period as a result of that Change of Control (together, a Put Event),
the holder of any Note will have the option (unless, prior to the giving of the
Put Event Notice referred to below, the Issuer gives notice to redeem the Notes
in accordance with Condition 7(b) (Redemption for tax reasons))
to require the Issuer to redeem such Note on the Mandatory Redemption Date at
its principal amount together with interest accrued to, but excluding, the
Mandatory Redemption Date.  Upon PT becoming
aware that a Put Event has occurred, PT shall promptly notify the Issuer of
such fact and the Issuer shall give notice to the Noteholders in accordance
with Condition 14 (Notices) (a Put Event Notice) specifying the nature of the Put Event and
the circumstances giving rise to it and the procedure for exercising the option
set out in this Condition 7(d).  To exercise the
option to require redemption of a Note under this Condition 7(d) the
holder of that Note must, if this Note is in definitive form and held outside
Euroclear and Clearstream, Luxembourg, deliver such Note, on any business day
in the city of the specified office of the relevant Paying Agent falling within
the Put Period, at the specified office of any Paying Agent, accompanied by a
duly signed and completed notice of exercise in the form (for the time being
current) obtainable from the specified office of any Paying Agent (a Put Option Notice) and in which the holder must specify a
bank account (or, if payment is required to be made by cheque, an address) to
which payment is to be made under this Condition 7(d). The Note should be
delivered together with all Coupons appertaining thereto maturing after the
Mandatory Redemption Date failing which an amount will be deducted from the
payment to be made by the Issuer on redemption of the Notes corresponding to
the aggregate amount payable in respect of such missing Coupons.  If this Note is
represented by a Global Note or is in definitive form and held through
Euroclear or Clearstream, Luxembourg, to exercise the right to require
redemption or, as the case may be, purchase of a Note under this Condition 7(d) the
holder of the Note must, within the Put Period, give notice to the Agent of
such exercise in accordance with the standard procedures of Euroclear and
Clearstream, Luxembourg (which may include notice being given on his
instruction by Euroclear or Clearstream, Luxembourg or any common depositary
for them to the Agent by electronic means) in a form acceptable to Euroclear
and Clearstream, Luxembourg from time to time and, if this Note is represented
by a Global Note, at the same time present or procure the presentation of the
relevant Global Note to the Agent for notation accordingly.  The Paying Agent
to which such Note and Put Option Notice are delivered will issue to the holder
concerned a non transferable receipt (a Put Option Receipt)
in respect of the Note so delivered.  The
Issuer shall redeem the Notes in respect of which Put Option Receipts have been
issued on the Mandatory Redemption Date, unless previously redeemed and
purchased.  Payment in respect of any Put
Option Receipt will be made on the Mandatory Redemption Date by transfer to the
bank account (if any) specified in the Put Option Notice and in every other
case on or after the Mandatory Redemption Date, in each case against
presentation and surrender or (as the case may be) endorsement of such Put
Option Receipt at the specified office of any Paying Agent in accordance with
the provisions of this Condition 7(d).  The Issuer shall
redeem each Note in respect of which a valid Put Option Receipt has been
delivered on the Mandatory Redemption Date, unless previously redeemed and
purchased.  For the purposes of this Condition:  A Change of Control shall be deemed to have occurred each time
(whether or not approved by the Management Board or Supervisory Board of PT)
that any person or any persons acting in concert, other than  13


a holding
company whose shareholders are or are to be substantially similar to the
pre-existing shareholders of PT, directly or indirectly, gains Control of PT,
provided that the sale by the Portuguese  Republic  of any
of the 500 A shares of PT held by the Portuguese Republic on the Issue Date
shall not itself for this purpose be treated as any such Change of Control.  Change of Control Period means the period commencing on
the Date of Announcement and ending on the 120th day following the Date of
Announcement.  Control of an entity A means the
acquisition of more than 50 per cent. of voting rights of A, whether directly
or indirectly and whether obtained by ownership of share capital or the holding
of voting rights.  Date of Announcement means the date of the public
announcement that a Change of Control has occurred.  Investment Grade Rating means a rating of at least BBB-
(or equivalent thereof) in the case of S&P or a rating of at least Baa3 (or
equivalent thereof) in the case of Moodys or the equivalent in the case of any
other Rating Agency.  Investment Grade
Securities
means Rated Securities which have an Investment Grade Rating from each Rating
Agency that assigns a rating to such Rated Securities.  Mandatory Redemption Date is the seventh day following the
last day of the Put Period.  Put Period means the period from, and
including, the date of a Put Event Notice to, but excluding, the 45th day
following the date of the Put Event Notice or, if earlier, the eighth day
immediately preceding the Maturity Date;  Rated Securities means, at any time:  (a)the Notes; or  (b)if, at, or at any time after, the
beginning of the Change of Control Period, the Notes do not or cease to have a
rating by any Rating Agency, such other comparable long-term debt of the Issuer
selected by the Issuer from time to time (but with effect from the Date of
Announcement) for the purpose of this definition which possesses a rating by
any Rating Agency.  Rating Agency means Standard and Poors Rating
Services, a division of The McGraw-Hill Companies, Inc. (S&P) and Moodys Investors Services Limited (Moodys) or any of their respective successors or any other
rating agency of equivalent international standing specified from time to time
by the Issuer.  Rating
Downgrade
means either:  (a)during the Change of Control
Period:  (i)any rating assigned to the Rated
Securities is withdrawn; or  (ii)(if the Rated Securities are
Investment Grade Securities on the Date of Announcement) the Rated Securities
cease to be Investment Grade Securities; or  (iii)(if the Rated Securities are not
Investment Grade Securities on the Date of Announcement) any rating of the
Rated Securities is either (i) lowered by any Rating Agency below an
Investment Grade Rating or (ii) lowered one full rating notch by any
Rating Agency (for example from BB+ to BB by S&P and Ba1 to Ba2 by Moodys
or such similar lower of equivalent rating),  provided that no Rating
Downgrade shall occur unless the Rating Agency withdrawing or lowering the
rating announces or confirms that the withdrawal or lowering was the result, in
whole or in part, of the relevant Change of Control; or  (b)on the Date of Announcement there
are no Rated Securities and:  14


(i)the Issuer does not use all
reasonable endeavours to obtain, within 45 days of the Date of Announcement, a
rating for the Notes or such other comparable long-term debt of the Issuer
selected by the Issuer from a Rating Agency; or  (ii)the Issuer does use such
endeavours, but, at the expiry of the Change of Control Period, there are still
no Investment Grade Securities and the Rating Agency announces or confirms in
writing that its declining to assign an Investment Grade Rating was the result,
in whole or in part, of the relevant Change of Control.  15