Exhibit 4.1


	
  REGISTERED

  	
   

  	
  REGISTERED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NO. FXR-

  	
  MEDIUM-TERM
  NOTE, SERIES C

  (Fixed Rate)

  	
  PRINCIPAL
  AMOUNT:

  U.S.$

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP:
  25468PCG9  

  



 


Unless and until
it is exchanged in whole or in part for Notes in definitive form, this Note may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Unless this
certificate is presented by an authorized representative of The Depository
Trust Company, New York, New York (“DTC”), to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC and any payment is made to
Cede & Co. or 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 since the registered owner hereof,
Cede & Co., has as interest herein.


	
  ORIGINAL ISSUE DATE: July 17, 2007

  	
  INTEREST RATE: 6.0% per annum

  
	
  MATURITY DATE: July 17, 2017

  	
  EARLIEST REDEMPTION DATE: July 17, 2007

  
	
  ORIGINAL ISSUE PRICE: 99.777%

  	
  INTEREST PAYMENT DATES: January 17 and July 17,

  commencing January 17, 2008

  
	
   

  	
  REDEMPTION PRICE: See paragraph 10 below

  



 


 


Date:


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of the
Notes of the series designated herein referred to in the within-mentioned
Indenture.


	
  WELLS FARGO BANK, N.A., as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 













THE WALT DISNEY COMPANY,
a corporation duly organized and existing under the laws of the State of
Delaware (herein referred to as the “Company”), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the Principal
Amount specified above on the Maturity Date specified above and to pay interest
thereon from the Original Issue Date specified above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually in arrears as specified in the Pricing Supplement, in each year,
commencing with the first Interest Payment Date next succeeding the Original
Issue Date, at the rate per annum set forth above, until the principal hereof
is paid or made available for payment; provided, however,
that if the Original Issue Date of this Note is between a Regular Record Date
and the related Interest Payment Date, the first payment of interest on this
Note will be made on the Interest Payment Date immediately following the next
succeeding Regular Record Date to the registered Holder on such next succeeding
Regular Record Date. Interest payments for this Note will include interest
accrued to but excluding the Interest Payment Date. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (as defined below), be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date, as specified in the Pricing
Supplement (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date; provided, however,
that interest payable at Maturity shall be payable to the Person to whom
principal shall be payable. If any Interest Payment Date or Maturity with
respect to this Note falls on a day that is not a Business Day, the payment due
on such Interest Payment Date or at Maturity will be made on the following day
that is a Business Day as if it were made on the date such payment was due and
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be.  Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.  Except as otherwise provided in the
Indenture, any interest not punctually paid or duly provided for on any
Interest Payment Date (herein called “Defaulted Interest”) will forthwith cease
to be payable to the Holder on the Regular Record Date with respect to such
Interest Payment Date and may either be paid to the Person in whose name this
Note (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 (as defined below), notice of which shall be given to
Holders of Notes 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 Notes may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
the Indenture. Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained for that purpose,
initially designated to be the Corporate Trust Office of the Trustee in Los
Angeles, California, and at such additional offices or agencies as the Company
may designate, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company,
payments of principal of and interest on this Note may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in
the register of Securities or by wire transfer of immediately available funds
to the account of the Holder of this Note if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15 days
prior to the applicable payment date. Notwithstanding the foregoing, the
Company will make payments of interest on any Interest Payment Date other than
the Maturity Date to each registered Holder of $10,000,000 (or, if the payment
currency is other than United States dollars, the equivalent thereof in the
particular payment currency) or more in aggregate principal amount of
definitive Notes (whether having identical or different terms and provisions)
by wire transfer of immediately available funds if the applicable registered
Holder has delivered appropriate wire transfer instructions in writing to the
Trustee not less than 15 days prior to the particular Interest Payment
Date.  Any wire transfer instructions
received by the Trustee shall remain in effect until revoked by the applicable
registered Holder.


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



 2
 









Unless the certificate of authentication hereon has been executed by the Trustee or its duly
appointed co-authenticating agent by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


This Note is one of a duly authorized issue of securities (herein
called the “Securities”) of the Company (which term includes any successor
corporation under the Indenture hereinafter referred to) issued and to be
issued pursuant to such Indenture. This Security is one of a series designated
by the Company as its Medium-Term Notes, Series C. The Indenture does not
limit the aggregate principal amount of the Securities.


The Company issued this Note pursuant to an Indenture, dated as of
September 24, 2001 (herein called the “Indenture”), between the Company and
Wells Fargo Bank, N.A., a national banking association, as trustee (herein
called the “Trustee,” which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered.


The Notes are issuable as Registered Securities, without coupons, in
denominations of $2,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at any office or agency described below where Notes may
be presented for registration of transfer.


The Company may from time to time,
without the consent of existing Note Holders, issue additional Notes having the
same terms and conditions (including maturity and interest payment terms) as
previously issued Notes in all respects, except for issue date, issue price and
the first payment of interest. 
Additional Notes issued in this manner will be fungible with the
previously issued Notes to the extent specified in the applicable Pricing
Supplement.


This Note may not be redeemed prior to the Earliest Redemption Date set
forth above. If no Earliest Redemption Date is so set forth, this Note is not
redeemable prior to the Maturity Date. This Note is redeemable at any time on
or after the Earliest Redemption Date set forth above at the option of the
Company, in whole or from time to time in part, upon not less than 30 nor more
than 60 days’ notice mailed to the registered Holder hereof, at the Redemption
Price equal to the amount set forth below, together in each case with accrued
interest to but excluding the Redemption Date.


Notwithstanding the preceding paragraph, installments of interest whose
Stated Maturity is prior to the Redemption Date of any Note will be payable to
the Holder of such Note, or one or more Predecessor Securities, of record at
the close of business on the relevant Regular Record Dates referred to above,
all as provided in the Indenture.


The Redemption Price shall be equal to the greater of the following
amounts: (1) 100% of the principal amount of the Notes to be redeemed; or (2)
as determined by the Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed (not including any portion of any payments
of interest accrued as of the Redemption Date) discounted to the Redemption
Date on a semiannual basis at the Treasury Rate (as defined below) plus 15
basis points.  The Redemption Price will
be calculated assuming a 360-day year consisting of twelve 30-day months.



 3
 









For purposes of calculating the Redemption Price, the terms below shall
have the following meanings:


“Treasury Rate” means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity 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 such Redemption Date.


The Treasury Rate will be calculated on the third Business Day
preceding the Redemption Date.


“Comparable Treasury Issue” means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes to be redeemed 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 those Notes.


“Comparable Treasury Price” means, with respect to any Redemption Date,
(i) the average of five Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of those Reference
Treasury Dealer Quotations, or (ii) if the Independent Investment Banker
obtains fewer than five such Reference Treasury Dealer Quotations, the average
of all of those quotations.


“Independent Investment Banker” means one of BNP Paribas Securities
Corp., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., and J.P.
Morgan Securities Inc., and their respective successors appointed by the
Company to act as the Independent Investment Banker, from time to time, or if
any such firm is unwilling or unable to serve in that capacity, an independent
investment and banking institution of national standing appointed by the
Company.


“Reference Treasury Dealer” means: (i) BNP Paribas Securities Corp.,
Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and J.P. Morgan
Securities Inc., and their respective successors; provided that, if any such
firm ceases to be a primary U.S. Government securities dealer in New York City
(“Primary Treasury Dealer”), the Company will substitute another Primary
Treasury Dealer; and (ii) up to two other Primary Treasury Dealers selected by
the Company.


“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.


All notices of redemption shall state the Redemption Date, the
Redemption Price, if fewer than all the outstanding Notes with the same
Original Issue Date, Interest Rate and Stated Maturity are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of Notes to be redeemed, that on the Redemption Date the Redemption Price will
become due and payable upon each Note, or portion thereof, to be redeemed, that
interest on each Note, or portion thereof, called for redemption will cease to
accrue on and including the Redemption Date and the place or places where Notes
may be surrendered for redemption. However, payment of the Redemption Price,
together with accrued interest to but excluding the Redemption Date, for a Note
for which a redemption notice has been delivered is conditioned upon delivery
of such Note (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) to the office or agency of the Company maintained for
that purpose, initially designated to be the Corporate Trust Office of the
Trustee in Los Angeles, California, and at such additional offices or agencies
as the Company may designate, at any time (whether prior to, on or after the
Redemption Date) after delivery of the redemption notice.  Payment of the Redemption Price for the Note
(or portion thereof to be redeemed), together with accrued interest to the
Redemption Date, will be made on the later of the Redemption Date or promptly
following the time of delivery of the Note. 
If fewer than all of the Notes with the same Original Issue Date,
Interest Rate and Stated Maturity are to be redeemed at any time, selection of
such Notes for redemption will be made by the Trustee by such method as the
Trustee shall deem fair and appropriate.



 4
 









In the event of redemption of this Note in part only, a new Note or
Notes of like tenor for the aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Notes so surrendered will be
issued in the name of the Holder hereof upon the cancellation hereof.


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


If an Event of
Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.


The Indenture
permits, in certain circumstances therein specified, the amendment thereof
without the consent of the Holders of the Securities. The Indenture also
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company 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 Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note 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 Note.


No reference
herein to the Indenture and no provision of this Note or, subject to the
provisions for satisfaction and discharge in Article Eight of the Indenture, of
the Indenture, shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
Notes is registrable in the register of Securities, upon surrender of a Note
for registration of transfer at the office or agency of the Company maintained
for that purpose, initially designated to be the Corporate Trust Office of the
Trustee in Los Angeles, California, and at such additional offices or agencies
as the Company may designate, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Notes 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 by the Company, the Trustee or the Registrar 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 (other than exchanges pursuant to Sections 2.11, 3.6, 9.5
or 10.3 of the Indenture, not involving any transfer).


Prior to due
presentment of this Note 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 Note is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


The Indenture and
the Notes shall be governed by and construed in accordance with the laws of the
State of New York, including without limitation, §§ 5-1401 and 5-1402 of
the New York General Obligations Law and New York Civil Practice Law Rule
327(b).


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



 5
 









IN WITNESS WHEREOF,
The Walt Disney Company has caused this Instrument to be signed by the
signature or facsimile signature of its Chairman of the Board, one of its Vice
Chairmen, its President or one of its Vice Presidents, or its Treasurer or any
Assistant Treasurer and attested by its Secretary or one of its Assistant
Secretaries by his or her signature or a facsimile thereof, and its corporate
seal or a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.


	
  (SEAL)

  	
  THE WALT DISNEY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Christine M. McCarthy

  
	
   

  	
  Title:

  	
  Executive Vice President-Corporate Finance and Real
  Estate and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Marsha L. Reed

  	
   

  
	
  Title:

  	
  Vice President-Governance Administration and

  Assistant Secretary

  	
   

  
							



 



 6















ABBREVIATIONS


The following
abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to
applicable laws or regulations: 


	
  TEN COM v as tenants in common

  	
  UNIF GIFT MIN ACT
       Custodian      

  
	
   

  	
   

  	
  (Cust.)

  	
  (Minor)

  	 

	
   

  	
   

  
	
   TEN ENT v as
  tenants by the entireties

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
     JT TEN v as joint tenants with right

  	
   

  
	
   

  	
  of survivorship and not as tenants

  	
   

  	
   

  
	
   

  	
  in common

  	
  (State)

  	
   

  
							



 


Additional
abbreviations may also be used though not in the above list.


 


FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


  Please
Insert Social Security or Employer  


  Identification
Number of Assignee


                          -                  -                           


 


Please Print or
Typewrite Name and Address


Including Postal
Zip Code of Assignee


 


the within
Security and all rights thereunder, hereby irrevocably constituting and
appointing             attorney
to transfer said Security on the books of the Company, with full power of
substitution in the premises.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  



 


	
  NOTICE:

  	
  The signature to this assignment must correspond
  with the name as it appears upon the face of the within Note in every
  particular, without alteration or enlargement or any change whatever.

  



 













THE
WALT DISNEY COMPANY


ADDENDUM TO MEDIUM-TERM NOTE

                    Fixed
Rate                    


The following provisions shall be of the same force
and effect as if set forth in the Medium-Term Note of the Walt Disney Company
to which this Addendum is attached.


This Note constitutes a portion of the Company’s 6.00%
Global Notes due 2017, issued by the Company on the Original Issue Date
specified above in the aggregate principal amount of $350,000,000 (the “6.00%
Notes”). The Company will, subject to certain exceptions and limitations set
forth below, pay to the Holder of any 6.00% Note who is a United States Alien,
as additional interest, such amounts (“Additional Amounts”) as may be necessary
in order that every net payment on such 6.00% Note (including payment of the
principal of and interest on such 6.00% Note) by the Company or a Paying Agent,
after deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of such
payment by the United States (or any political subdivision or taxing authority
thereof or therein), will not be less than the amount provided in such 6.00%
Note to be then due and payable; provided, however, that the foregoing
obligation to pay Additional Amounts will not apply to:


(a)          
any tax, assessment or other governmental charge that would not have been so
imposed but for (i) the existence of any present or former connection
between such Holder or beneficial owner of such 6.00% Note (or between a
fiduciary, settlor or beneficiary of, or a person holding a power over, such
Holder, if such Holder is an estate or a trust, or a member or shareholder of
such Holder, if such Holder is a partnership or corporation) and the United
States or any political subdivision or taxing authority thereof or therein,
including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, person holding a power, member or shareholder) being or having
been a citizen or resident of the United States or treated as a resident
thereof or being or having been engaged in a trade or business or present
therein or having or having had a permanent establishment therein or
(ii) such Holder’s or beneficial owner’s past or present status, as
applicable (under prior or current law), as a personal holding company, foreign
personal holding company, foreign private foundation or other foreign tax-exempt
organization with respect to the United States, controlled foreign corporation
for United States tax purposes or corporation that accumulates earnings to
avoid United States Federal income tax;













 


(b)          
any estate, inheritance, gift, excise, sales, transfer, wealth or personal
property tax or any similar tax, assessment or other governmental charge;


(c)          
any tax, assessment or other governmental charge that would not have been
imposed but for the presentation by the Holder of a 6.00% Note for payment 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;


(d)          
any tax, assessment or other governmental charge that is payable otherwise than
by withholding from a payment on a 6.00% Note;


(e)          
any tax, assessment or other governmental charge required to be withheld by any
Paying Agent from a payment on a 6.00% Note, if such payment can be made
without such withholding by any other Paying Agent;


(f)           
any tax, assessment or other governmental charge that would not have been
imposed but for a failure to comply with applicable certification, information,
documentation, identification or other reporting requirements concerning the
nationality, residence, identity or connection with the United States of the
Holder or beneficial owner of a 6.00% Note if such compliance is required by
statute or regulation of the United States or by an applicable tax treaty to
which the United States is a party as a precondition to relief or exemption
from such tax, assessment or other governmental charge;


(g)          
any tax, assessment or other governmental charge imposed on a Holder that
actually or constructively owns 10 percent or more of the combined voting
power of all classes of the Company’s stock or that is a bank receiving
interest on an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or business;


(h)          
any withholding or deduction imposed on a payment to an individual where such
withholding or deduction is required to be made pursuant to Council Directive
2003/48/EC or any European Union Directive implementing the conclusions of the
ECOFIN Council meeting of 26th — 27th November, 2000 on the taxation
of savings income or any law implementing or complying with, or introduced in
order to conform to, such Directive; or


(i)           
any combination of items (a), (b), (c), (d), (e), (f), (g) and (h);


nor
shall Additional Amounts be paid with respect to a payment on a 6.00% Note to a
Holder that is a fiduciary or partnership or other than the













sole
beneficial owner of such payment to the extent a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
would not have been entitled to Additional Amounts (or payment of Additional
Amounts would not have been necessary) had such beneficiary, settlor, member or
beneficial owner been the Holder of such 6.00% Note.


If (a) as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated thereunder) of the
United States (or any political subdivision or taxing authority thereof or
therein), or any change in the official application (including a ruling by a
court of competent jurisdiction in the United States) or interpretation of such
laws, regulations or rulings, which change or amendment is announced or becomes
effective on or after the Original Issue Date specified above, the Company
becomes or will become obligated to pay Additional Amounts as described above,
or (b) any act is taken by a taxing authority of the United States on or
after the Original Issue Date specified above, whether or not such act is taken
with respect to the Company or any affiliate, that results in a substantial
likelihood that the Company will or may be required to pay such Additional
Amounts, then the Company may, at its option, redeem, as a whole, but not in
part, the 6.00% Notes on not less than 30 nor more than 60 days’ prior
notice, at a redemption price equal to 100% of their principal amount, together
with interest accrued thereon to the date fixed for redemption; provided that
the Company determines, in its business judgment, that the obligation to pay
such Additional Amounts cannot be avoided by the use of reasonable measures
available to it, not including substitution of the obligor under the 6.00%
Notes or any action that would entail a material cost to the Company. No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an act taken by a
taxing authority of the United States results in a substantial likelihood that
it will or may be required to pay Additional Amounts described above and the
Company shall have delivered to the Trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion the Company is entitled
to redeem the 6.00% Notes pursuant to their terms.