EXHIBIT 2.1



                                   INDENTURE


                                     among


                       COMPANHIA BRASILEIRA DE BEBIDAS,


                                  as Issuer,





                             THE BANK OF NEW YORK,


                          as Trustee and Paying Agent


                                      and


                    THE BANK OF NEW YORK (LUXEMBOURG) S.A.


           as Luxembourg Paying Agent and Luxembourg Transfer Agent





                  Initially Relating to 8.75% Notes due 2013


                        Dated as of September 18, 2003



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                               TABLE OF CONTENTS

                                                                          Page


                                   ARTICLE I

                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

SECTION 1.1 Definitions......................................................2

SECTION 1.2 Construction....................................................14


                                  ARTICLE II
                                   THE NOTES

SECTION 2.1 Designation.....................................................15

SECTION 2.2 Authentication and Delivery of Notes............................15

SECTION 2.3 Aggregate Amount; Additional Notes..............................16

SECTION 2.4 Form of Trustee's Authentication................................17

SECTION 2.5 Form of the Notes...............................................17

SECTION 2.6 Maturity of the Notes...........................................19

SECTION 2.7 Interest........................................................20

SECTION 2.8 Record Date.....................................................20

SECTION 2.9 Issuance........................................................21

SECTION 2.10 Denominations, etc.............................................21

SECTION 2.11 Execution of Notes.............................................21

SECTION 2.12 Registration; Restrictions on Transfer and Exchange............22

SECTION 2.13 Exchange Offer.................................................28

SECTION 2.14 Mutilated, Destroyed, Lost and Stolen Notes....................28

SECTION 2.15 Payments.......................................................29


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SECTION 2.16 Taxation.......................................................30

SECTION 2.17 Persons Deemed Owners; Etc.....................................32

SECTION 2.18 Cancellation...................................................33

SECTION 2.19 Allocation of Principal and Interest...........................33

SECTION 2.20 CUSIP and ISIN Numbers.........................................33

SECTION 2.21 Noteholder Lists...............................................33


                                  ARTICLE III
                           ESTABLISHMENT OF ACCOUNTS

SECTION 3.1 Establishment and Administration of Payment Account.............34


                                  ARTICLE IV
                                  REDEMPTION

SECTION 4.1 Mandatory Redemption............................................34

SECTION 4.2 Optional Redemption in the Event of Change in Tax Treatment.....34

SECTION 4.3 Other Optional Redemption.......................................35

SECTION 4.4 Notice of Redemption............................................36

SECTION 4.5 Deposit of Redemption Price.....................................36

SECTION 4.6 Notes Payable on Redemption Date................................36

SECTION 4.7 Open Market Purchases...........................................37


                                   ARTICLE V
                           CREDIT AND OTHER SUPPORT

SECTION 5.1 Guaranty........................................................37

SECTION 5.2 Establishment and Administration of Reserve Account.............37

SECTION 5.3 Letters of Credit...............................................40

SECTION 5.4 The Insurance Policy............................................42


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                                  ARTICLE VI
                                   COVENANTS

SECTION 6.1 Payment of Principal and Interest...............................43

SECTION 6.2 Performance Under the Transaction Documents.....................43

SECTION 6.3 Maintenance of Corporate Existence..............................43

SECTION 6.4 Maintenance of Properties.......................................43

SECTION 6.5 Compliance with Laws............................................43

SECTION 6.6 Maintenance of Government Approvals.............................44

SECTION 6.7 Payments of Taxes and Other Claims..............................44

SECTION 6.8 Maintenance of Insurance........................................44

SECTION 6.9 Maintenance of Books and Records................................44

SECTION 6.10 Maintenance of Office or Agency................................44

SECTION 6.11 Ranking........................................................45

SECTION 6.12 Reserved.......................................................45

SECTION 6.13 Notice of Defaults and Events of Default.......................45

SECTION 6.14 Notice of Expropriation or Inconvertibility Events.............45

SECTION 6.15 Limitation on Consolidation, Merger, Sale or Conveyance........45

SECTION 6.16 Limitation on Liens............................................47

SECTION 6.17 Limitations on Sale and Lease-Back Transactions................48

SECTION 6.18 Transactions with Affiliates...................................49

SECTION 6.19 Provision of Financial Statements and Reports..................49

SECTION 6.20 Further Actions................................................50

SECTION 6.21 Available Information..........................................50

SECTION 6.22 Appointment to Fill a Vacancy in Office of Trustee.............50

SECTION 6.23 Payments and Paying Agents.....................................50


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                                  ARTICLE VII
                        EVENTS OF DEFAULT AND REMEDIES

SECTION 7.1 Events of Default...............................................52

SECTION 7.2 Acceleration of Maturity; Rescission and Annulment..............54

SECTION 7.3 Delay or Omission Not Waiver....................................55

SECTION 7.4 Waiver of Past Defaults.........................................56

SECTION 7.5 Trustee May File Proofs of Claim; Appointment of Trustee as
            Attorney-in-Fact in Judicial Proceedings........................56

SECTION 7.6 Trustee May Enforce Claims Without Possession of Notes..........57

SECTION 7.7 Application of Money Collected..................................57

SECTION 7.8 Limitation on Suits.............................................57

SECTION 7.9 Unconditional Right of Noteholders to Receive Principal and
            Interest and Other Amounts......................................58

SECTION 7.10 Restoration of Rights and Remedies.............................58

SECTION 7.11 Rights and Remedies Cumulative.................................58

SECTION 7.12 Control by Noteholders.........................................58

SECTION 7.13 Undertaking for Costs..........................................58

SECTION 7.14 Waiver of Stay or Extension Laws...............................59


                                 ARTICLE VIII
                            CONCERNING THE TRUSTEE

SECTION 8.1 Certain Rights and Duties of Trustee............................59

SECTION 8.2 Trustee Not Responsible for Recitals; Etc.......................62

SECTION 8.3 Trustee and Others May Hold Notes...............................62

SECTION 8.4 Moneys Held by Trustee or Paying Agent..........................62

SECTION 8.5 Compensation of the Trustee and its Lien........................63

SECTION 8.6 Right of Trustee to Rely on Officer's Certificates and
            Opinions of Counsel.............................................64



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SECTION 8.7 Persons Eligible for Appointment as Trustee.....................64

SECTION 8.8 Resignation and Removal of Trustee; Appointment of Successor....64

SECTION 8.9 Acceptance of Appointment by Successor Trustee..................65

SECTION 8.10 Merger, Conversion or Consolidation of Trustee.................66

SECTION 8.11 Maintenance of Offices and Agencies............................66

SECTION 8.12 Reports by Trustee.............................................69

SECTION 8.13 Trustee Risk...................................................69

SECTION 8.14 Appointment of Co-Trustee......................................69

SECTION 8.15 Knowledge of Default...........................................70


                                  ARTICLE IX
                            CONCERNING THE HOLDERS

SECTION 9.1 Acts of Noteholders.............................................70

SECTION 9.2 Notes Owned by Issuer and Affiliates Deemed Not Outstanding.....72


                                   ARTICLE X
                               HOLDERS' MEETINGS

SECTION 10.1 Purposes for Which Noteholders' Meetings May Be Called.........72

SECTION 10.2 Trustee, Issuer and Noteholders May Call Meeting...............73

SECTION 10.3 Persons Entitled to Vote at Meeting............................73

SECTION 10.4 Determination of Voting Rights; Conduct and Adjournment
             of Meeting.....................................................73

SECTION 10.5 Counting Votes and Recording Action of Meeting.................74


                                  ARTICLE XI
                            SUPPLEMENTAL INDENTURES

SECTION 11.1 Supplemental Indenture with Consent of Noteholders.............74

SECTION 11.2 Supplemental Indentures Without Consent of Noteholders.........75

SECTION 11.3 Execution of Supplemental Indentures...........................76



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SECTION 11.4 Effect of Supplemental Indentures..............................76

SECTION 11.5 Conformity with Trust Indenture Act............................77

SECTION 11.6 Reference in Notes to Supplemental Indentures..................77


                                  ARTICLE XII
                          SATISFACTION AND DISCHARGE

SECTION 12.1 Satisfaction and Discharge of Notes............................77

SECTION 12.2 Satisfaction and Discharge of Indenture........................78

SECTION 12.3 Application of Trust Money.....................................79


                                 ARTICLE XIII
                                  DEFEASANCE

SECTION 13.1 Issuer's Option to Effect Defeasance or Covenant Defeasance....79

SECTION 13.2 Defeasance and Discharge.......................................79

SECTION 13.3 Covenant Defeasance............................................79

SECTION 13.4 Conditions to Defeasance or Covenant Defeasance................80

SECTION 13.5 Deposited Money and U.S. Government Obligations to Be Held
             in Trust; Other Miscellaneous Provisions.......................81

SECTION 13.6 Reinstatement..................................................81


                                  ARTICLE XIV
                                 MISCELLANEOUS

SECTION 14.1 Compliance Certificates and Opinions...........................82

SECTION 14.2 Form of Documents Delivered to Trustee.........................82

SECTION 14.3 Pledge of Interest in Accounts and Related Collateral..........83

SECTION 14.4 Notices, etc. to Trustee.......................................83

SECTION 14.5 Notices to Noteholders; Waiver.................................85

SECTION 14.6 Conflict with Trust Indenture Act..............................85

SECTION 14.7 Effect of Headings and Table of Contents.......................86



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SECTION 14.8 Successors and Assigns.........................................86

SECTION 14.9 Severability Clause............................................86

SECTION 14.10 Benefits of Indenture.........................................86

SECTION 14.11 Legal Holidays................................................86

SECTION 14.12 Currency Rate Indemnity.......................................86

SECTION 14.13 Communication by Noteholders with other Noteholders...........86

SECTION 14.14 Governing Law.................................................87

SECTION 14.15 Waiver of Jury Trial..........................................87

SECTION 14.16 Waiver of Immunity............................................87

SECTION 14.17 Submission to Jurisdiction, etc...............................88

SECTION 14.18 Execution in Counterparts.....................................88

SECTION 14.19 Entire Agreement..............................................89




EXHIBIT A-1       Form of Rule 144A Restricted Global Note

EXHIBIT A-2       Form of Regulation S Unrestricted Global Note

EXHIBIT B         Form of Authentication and Delivery Order

EXHIBIT C         Form of Certificate to be Delivered in Connection with
                  Transfers Pursuant to Regulation S

EXHIBIT D         Form of Transfer Certificate for Transfer to Qualified
                  Institutional Buyers (QIBs)

EXHIBIT E         Form of Non-Payment Notice

EXHIBIT F         Form of Initial Notice to Insurer Relating to
                  Inconvertibility/Expropriation Events

EXHIBIT G         Form of Inconvertibility Certificate

EXHIBIT H         Form of Notice to the Rating Agencies



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                             CROSS-REFERENCE TABLE

TIA SECTION                                                  INDENTURE SECTION

310(a)(1)..................................................................8.7
   (a)(2)..................................................................8.7
   (a)(3).................................................................8.14
   (a)(4).......................................................not applicable
   (a)(5)..................................................................8.7
   (b)..........................................................8.1(e), 8.8(b)
   (c)..........................................................not applicable

311(a)..................................................................8.3(b)
   (b)..................................................................8.3(b)
   (c)..........................................................not applicable

312(a)....................................................................2.21
   (b)...................................................................14.13
   (c)...................................................................14.13

313(a)....................................................................8.12
   (b)....................................................................8.12
   (c)....................................................................8.12
   (d)....................................................................8.12

314(a)....................................................................6.19
   (b)..........................................................not applicable
   (c)(1).................................................................14.1
   (c)(2).................................................................14.1
   (c)(3).......................................................not applicable
   (d)..........................................................not applicable
   (e)....................................................................14.1

315(a).................................................................8.1,8.6
   (b)....................................................................8.15
   (c)..................................................................8.1(a)
   (d)..................................................................8.1(b)
   (e)....................................................................7.13

316(a)(last sentence)......................................................9.2
   (a)(1)(A)..............................................................7.12
   (a)(1)(B)...............................................................7.4
   (a)(2).......................................................not applicable
   (b).....................................................................7.9
   (c)..................................................................9.1(g)

317(a)(1)..................................................................7.6
   (a)(2)...............................................................7.5(a)
   (b)............................................................6.23,8.11(e)

318(a)....................................................................14.6

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this indenture.


                                     viii
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          INDENTURE (the "Indenture") dated as of September 18, 2003 among
Companhia Brasileira de Bebidas (the "Issuer"), a sociedade anonima organized
and existing under the laws of the Federative Republic of Brazil ("Brazil"),
The Bank of New York, a New York banking corporation, as trustee (the
"Trustee") and as Paying Agent in New York (the "Paying Agent") and The Bank
of New York (Luxembourg) S.A. as paying agent in Luxembourg.

                             W I T N E S S E T H:

          WHEREAS, the Issuer is a majority-owned subsidiary of Companhia de
Bebidas das Americas - AMBEV (the "Guarantor"), a sociedade anonima organized
and existing under the laws of the Federative Republic of Brazil;

          WHEREAS, the Issuer has duly authorized the issuance of its notes in
such principal amount or amounts as may from time to time be authorized in
accordance with the Indenture and is, on the date hereof, issuing
U.S.$500,000,000 of its 8.75% Notes due 2013 under this Indenture (the
"Initial Notes");

          WHEREAS, the Issuer has duly authorized the execution and delivery
of this Indenture to provide for the issuance of the Initial Notes and the
authentication and delivery thereof by the Trustee;

          WHEREAS, pursuant to the Registration Rights Agreement (the
"Registration Rights Agreement"), dated September 18, 2003 among the Issuer,
the Guarantor and certain other parties, the Issuer and the Guarantor have
agreed to register the Initial Notes under the Securities Act and to effect an
exchange offer pursuant to which the Issuer will issue notes registered under
the United Stated Securities Act of 1933, as amended (the "Securities Act")
having identical terms as the Initial Notes (except for restrictions on
transfer) in exchange for the Initial Notes (the "Exchange Notes", and
collectively with the Initial Notes, the "Notes");

          WHEREAS, the Guarantor has agreed, pursuant to the Guaranty (as may
be amended from time to time, the "Guaranty"), dated as of the date hereof,
between the Trustee and the Guarantor, to provide Noteholders (as defined
herein) with an irrevocable and unconditional guaranty of the Issuer's
obligations on all Notes issued hereunder; and

          WHEREAS, all things necessary to make the Notes, when executed by
the Issuer and authenticated and delivered by the Trustee as provided in this
Indenture, the valid, binding and legal obligations of the Issuer, and to
constitute these presents a valid indenture and agreement according to its
terms, have been done;

          WHEREAS, each of the parties hereto is entering into this Indenture
for the benefit of the other party and for the equal and ratable benefit of
the holders of the Notes.

          NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

<PAGE>


                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

          SECTION 1.1 Definitions. The following capitalized terms shall have
the meanings set forth below:

          "Act" when used with respect to any Noteholder, has the meaning set
forth in Section 9.1.

          "Additional Amounts" has the meaning set forth in Section 2.16(a).

          "Additional Notes" has the meaning set forth in Section 2.3(b).

          "Affiliate" with respect to any Person, means any other Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person; it being understood that for purposes of this definition,
the term "control" (including the terms "controlling", "controlled by" and
"under common control with") of a Person shall mean the possession, direct or
indirect, of the power to vote 10% or more of the equity or similar voting
interests of such Person or to direct or cause the direction of the management
and policies of such Person, whether through the ownership of such interests,
by contract or otherwise.

          "Applicable Procedures" has the meaning set forth in Section 2.12.

          "Authenticating Agent" means the Person acting as Authenticating
Agent hereunder pursuant to Section 8.11.

          "Authorized Agent" means any Paying Agent, Authenticating Agent or
Note Registrar or other agent appointed by the Trustee in accordance with this
Indenture to perform any function that this Indenture authorizes the Trustee
or such agent to perform.

          "Authorized Representative" of the Issuer or any other Person means
the person or persons authorized to act on behalf of such entity by its chief
executive officer, president, chief operating officer, chief financial officer
or any vice president or its Board of Directors or any other governing body of
such entity.

          "Authorized Signatory" means any officer of the Trustee or any other
individual who shall be duly authorized by appropriate corporate action on the
part of the Trustee to authenticate Notes.

          "Board of Directors" when used with respect to a corporation, means
either the board of directors of such corporation or any committee of that
board duly authorized to act for it, and when used with respect to a limited
liability company, partnership or other entity other than a corporation, any
Person or body authorized by the organizational documents or by the voting
equity owners of such entity to act for them, including, in the case of a
Brazilian corporation (sociedade anonima) or limited liability company
(sociedade limitada), such corporation's conselho de administracao and
diretoria or such limited liability company's administrador(es).



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          "Board Resolution" means, when used with respect to a corporation, a
copy of a resolution certified by the secretary or an assistant secretary of
such corporation to have been adopted by the Board of Directors of such
corporation and to be in full force and effect on the date of such
certification.

          "Brazil" has the meaning set forth in the preamble to this
Indenture.

          "Brazilian GAAP" means the generally accepted accounting practices
adopted in Brazil determined in accordance with the Brazilian corporate law.

          "Business Day" means any day except a Saturday, a Sunday or a legal
holiday or a day on which banking institutions (including, without limitation,
the members of the Federal Reserve System) are authorized or required by law,
regulation or executive order to close in The City of New York or Brazil.

          "Clearstream" means Clearstream Banking, societe anonyme.

          "Closing Date" means September 18, 2003, being the date that the
Initial Notes are issued hereunder, representing the initial issuance under
this Indenture.

          "Consolidated Net Tangible Assets" means the total amount of assets
of the Guarantor and its consolidated Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets, after deducting therefrom (i) all
current liabilities of the Guarantor and its consolidated Subsidiaries
(excluding intercompany items) and (ii) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles, all
as set forth on the most recent financial statements of the Guarantor.

          "Corporate Trust Office" means the principal office of the Trustee
or Note Registrar at which the corporate trust business of the Trustee or Note
Registrar, as the case may be, shall at any particular time be principally
administered, which at the time of the execution of this Indenture is, in each
case, located at 101 Barclay Street, 21W, New York, New York 10286.

          "Covenant Defeasance" has the meaning set forth in Section 13.3.

          "Custodian" has the meaning set forth in Section 2.5(e).

          "CUSIP" means the CUSIP Service Bureau.

          "Default" means an event or condition that, with the giving of
notice, the lapse of time or failure to satisfy certain specified conditions,
or any combination thereof, would become an Event of Default if not cured or
remedied.

          "Default Rate" has the meaning set forth in Section 2.7(b).

          "Defeasance" has the meaning set forth in Section 13.2.

          "Denomination Currency" has the meaning set forth in Section 14.12.


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          "Distribution Compliance Period" means, with regard to Notes offered
and sold in their initial distribution outside the United States in reliance
on Regulation S, the period of 40 consecutive days beginning on the later of
(a) the date on which the Notes are first offered to persons other than
distributors (as defined in Regulation S) in reliance on Regulation S
(according to a written notice to the Trustee by the initial purchasers
thereof) and (b) the date on which the Notes are initially issued,
authenticated and sold.

          "Early General Redemption" has the meaning set forth in Section
4.3(a).

          "Early General Redemption Date" has the meaning set forth in Section
4.3(b).

          "Early General Redemption Price" has the meaning set forth in
Section 4.3(b).

          "Early Tax Redemption" has the meaning set forth in Section 4.2(a).

          "Early Tax Redemption Date" has the meaning set forth in Section
4.2(b).

          "Early Tax Redemption Price" has the meaning set forth in Section
4.2(b).

          "Environmental Laws" means all applicable federal, state and local
statutes, rules, regulations, ordinances, orders, decrees and common law,
including any of the forgoing in any foreign jurisdiction, relating in any
manner to contamination, pollution or protection of human health or the
environment.

          "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System, N.V.

          "Event of Default" has the meaning set forth in Section 7.1.

          "Exchange Act" means the United States Securities Exchange Act of
1934, as amended and in effect from time to time.

          "Exchange Global Note" has the meaning set forth in Section 2.5(c).

          "Exchange Notes" has the meaning set forth in the preamble to this
Indenture.

          "Exchange Offer" means an offer by the Issuer, pursuant to the
Registration Rights Agreement, to holders of the Initial Notes to issue and
deliver to such holders, in exchange for their Initial Notes, a like aggregate
principal amount of Exchange Notes registered under the Securities Act.

          "Excluded Additional Amounts" has the meaning set forth in Section
2.16(a).

          "Expected Maturity Date" has the meaning set forth in Section 2.6.

          "Expropriation Event" has the meaning set forth in the Insurance
Policy.

          "Fees Reserve Allowance" has the meaning set forth in Section
5.2(f).


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          "Final Maturity Date" has the meaning set forth in Section 2.6.

          "Fitch" means Fitch, Inc.

          "Global Note" has the meaning set forth in Section 2.5(c).

          "Governmental Approval" means any authorization, consent, approval,
order, license, franchise, ruling, permit, certification, waiver, exemption,
filing or registration by or with any Governmental Authority (including,
without limitation, environmental approvals, zoning variances, special
exceptions and non-conforming uses) relating to the execution, delivery or
performance of any Transaction Document.

          "Governmental Authority" means any regulatory, administrative or
other legal body, any court, tribunal or authority or any public legal entity
or public agency of Brazil or the United States of America or any other
jurisdiction whether created by federal, provincial or local government, or
any other legal entity now existing or hereafter created, or now or hereafter
controlled, directly or indirectly, by any public legal entity or public
agency of any of the foregoing.

          "Grace Period" means, in respect of each Payment Date, the 30
calendar day grace period for the payment of interest specified in Section
7.1(b) hereto.

          "Guarantor" has the meaning set forth in the preamble to this
Indenture.

          "Guaranty" has the meaning set forth in the preamble of this
Indenture.

          "Hedge Agreements" means interest rate protection agreements,
interest rate swaps, cap or collar agreements, interest rate future or option
contracts, currency swap agreements, currency future or option contracts and
other similar agreements.

          "Inconvertibility Event" means "Currency Inconvertibility" as such
term is defined in the Insurance Policy.

          "Indebtedness" of any Person means, without duplication,

          (i) indebtedness of such Person for borrowed money;

          (ii) all obligations issued, undertaken or assumed as the deferred
     purchase price of property or services (other than trade accounts payable
     for which there is no interest due and payable (other than default
     interest) according to the terms of such obligations and which are
     incurred in the ordinary course of such Person's business but only if and
     for so long as the same remain payable on customary trade terms);

          (iii) all reimbursement or payment obligations of such Person with
     respect to letters of credit, bankers' acceptances, surety bonds and
     similar instruments, except for reimbursement or payment obligations with
     respect to letters of credit (including trade letters of credit) securing
     obligations (other than obligations described in (i) above or (iv), (vii)
     or (viii) below) entered into in the ordinary course of business of such
     Person to the extent such letters of credit are not drawn upon or, if
     drawn upon, to the extent such


                                      5
<PAGE>

     drawing is reimbursed no later than the fifth Business Day following
     receipt by such Person of a demand for reimbursement);

          (iv) all obligations of such Person evidenced by notes, bonds,
     debentures or similar instruments, including obligations so evidenced
     incurred in connection with the acquisition of property, assets or
     businesses;

          (v) all indebtedness of such Person created or arising under any
     conditional sale or other title retention agreement, or incurred as
     financing, in either case with respect to property acquired by such
     Person (even though the rights and remedies of the seller or lender under
     such agreement in the event of default are limited to repossession or
     sale of such property);

          (vi) all net obligations of such Person with respect to Hedge
     Agreements;

          (vii) all direct or indirect guaranties in respect of, and all
     obligations (contingent or otherwise) of such Person to purchase or
     otherwise acquire, or otherwise assure a creditor against loss in respect
     of, any indebtedness referred to in clauses (i) through (vi) above; and

          (viii) all indebtedness referred to in clauses (i) through (vii)
     above secured by (or for which the holder of such indebtedness has an
     existing right, contingent or otherwise, to be secured by) any Lien upon
     or in property (including accounts and contract rights) owned by such
     Person, even though such Person has not assumed or become liable for the
     payment of such indebtedness.

          "Indenture" has the meaning set forth in the preamble to this
Indenture.

          "Initial Notes" has the meaning set forth in the preamble to this
Indenture.

          "Initial Purchasers" means Citigroup Global Markets Inc. and J.P.
Morgan Securities Inc. acting as such pursuant to the Purchase Agreement.

          "Insurance Policy" means the Insurance Policy for Expropriation and
Currency Inconvertibility, dated as of September 18, 2003, between the Insurer
and the Trustee, as amended or modified from time to time in accordance with
the terms thereof.

          "Insurance Policy Application" means the application for the
Insurance Policy submitted by the Trustee to the Insurer on September 18,
2003.

          "Insurance Side Agreement" means the Agreement Regarding the
Insurance Policy for Expropriation and Currency Inconvertibility dated as of
September 18, 2003, by and among the Trustee, the Insurer, the Issuer and the
Guarantor, as amended or modified from time to time in accordance with the
terms thereof.

          "Insurer" means Steadfast Insurance Company, a Delaware insurance
company and a wholly owned subsidiary of Zurich American Insurance Company, an
insurance company organized under the laws of the State of New York.

          "Interest Payment Dates" has the meaning set forth in Section 2.7.


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<PAGE>


          "Interest Period" means the period beginning on an Interest Payment
Date and ending on the day before the next Interest Payment Date.

          "Issuer" has the meaning set forth in the preamble to this
Indenture.

          "Issuer Order" means a written request or order signed in the name
of the Issuer by one or more of its Authorized Representatives and, in the
case of an Issuer Order given pursuant to Section 2.2, substantially in the
form of Exhibit B.

          "Judgment Currency" has the meaning set forth in Section 14.12.

          "Law" means any constitutional provision, law, statute, rule,
regulation, ordinance, treaty, order, decree, judgment, decision, certificate,
holding, injunction, enforceable at law or in equity, along with the
interpretation and administration thereof by any Governmental Authority
charged with the interpretation or administration thereof.

          "Legend" has the meaning set forth in Section 2.12(k).

          "Letter of Credit" means an issued and outstanding irrevocable
standby letter of credit that (i) is issued by a commercial bank with a long
term debt rating of not less than "A1" by Moody's, "A+" by S&P and "A+" by
Fitch (if rated by Fitch), (ii) names the Trustee as the sole beneficiary
thereof, (iii) is unconditionally drawable in full or in part upon the
Trustee's submission of a certification that (A) the conditions to drawing
thereunder (as set forth in Section 5.3 (a) hereof) have been satisfied, (B)
the Trustee serves as trustee for the benefit of the Noteholders under this
Indenture and (C) the Trustee is making a drawing under such letter of credit
for the benefit of the Noteholders, (iv) is drawable no later than the
Business Day after a conforming request for drawing is submitted by the
Trustee, and (v) expires not less than 364 days from the date of issuance
thereof and is automatically renewed in accordance with its terms unless the
issuer thereof notifies the Trustee in writing of its decision not to renew no
later than 60 calendar days prior to the expiry thereof.

          "Lien" means any mortgage, pledge, security interest, aval,
encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof or any agreement to give any security interest).

          "Luxembourg Paying Agent" has the meaning set forth in Section
8.11(i).

          "Luxembourg Transfer Agent" has the meaning set forth in Section
8.11(i).

          "Majority Noteholders" means the holders of more than 50% in
aggregate principal amount of the Notes then Outstanding at any time.

          "Make-Whole Premium" means an amount (which amount shall be not less
than zero) equal to (i) the net present value of the remaining scheduled
payments of principal, interest and other amounts due on the Notes minus (ii)
the aggregate unpaid principal amount of the Notes, where:


                                      7

<PAGE>


          (a) the net present value of the then remaining scheduled payments
     of principal, interest and other amounts due on the Notes shall be
     calculated as of the Early General Redemption Date using a discount
     factor equal to the sum of (1) the stated treasury yield determined
     pursuant to clause (b) below, plus (2) 50 basis points; and

          (b) the treasury yield for purposes of clause (a) above shall be an
     amount equal to the yield determined by taking the United States Treasury
     security having an average life equal to the remaining average life of
     the Notes (as calculated as of the Early General Redemption Date) and
     trading in the secondary market at the price closest to par; provided,
     however, that, if no such United States Treasury security has an average
     life equal to the remaining average life of the Notes, the treasury yield
     shall be an amount equal to the yield determined by taking the yield of
     the two maturities of the United States Treasury securities which have
     average lives most closely corresponding to such remaining average life
     of the Notes and which trade in the secondary market at the price closest
     to par, and interpolating or extrapolating from such yields (on a
     straight-line basis) the yield for a United States Treasury security
     having an average life equal to the remaining average life of the Notes
     (calculated as of the Early General Redemption Date), in each case
     rounding in each of such relevant periods to the nearest month.

          "Material Adverse Effect" means a material adverse effect on (a) the
condition (financial or otherwise), results of operation, or prospects of the
Issuer and its Subsidiaries, taken as a whole, (b) the ability of the Issuer
to perform its material obligations under this Indenture or any other
Transaction Document, or (c) the rights of the Trustee, acting on behalf of
the holders of the Notes, or such holders, under any of the Transaction
Documents.

          "Material Subsidiary" means any direct or indirect Subsidiary of the
Issuer or the Guarantor with total assets of more than U.S.$200,000,000 (or
its equivalent in another currency) as set forth on the consolidated financial
statements of the Guarantor as of the end of the most recent fiscal year.

          "Moody's" means the Moody's Investors Service, Inc.

          "Non-U.S. Person" means any person who is not a "U.S. Person" as
defined in Regulation S under the Securities Act.

          "Noteholder" means a Person in whose name a Note is registered in
the Note Register.

          "Note Rate" means, for any Interest Period, a rate per annum equal
to that set forth in Section 2.7 hereof, as in effect on the Closing Date
without any increase as contemplated in the Registration Rights Agreement.

          "Note Register" has the meaning set forth in Section 2.12.

          "Note Registrar" means any Person acting as Note Registrar pursuant
to Section 2.12.

          "Notes" has the meaning set forth in the preamble to this Indenture.


                                      8

<PAGE>

          "Officer's Certificate" means a certificate of an Authorized
Representative of the Issuer in compliance with the requirements of Section
14.1.

          "Official Lender" means (a) any Brazilian governmental financial
institution, agency or development bank (or any other bank or financial
institution representing or acting as agent for any of such institutions,
agencies or banks), including, without limitation, Banco Nacional de
Desenvolvimento Economico e Social and the related system, (b) any
multilateral or foreign governmental financial institution, agency or
development bank (or any other bank or financial institution representing or
acting as agent for any such institutions, agencies or banks), including,
without limitation, the World Bank, the International Finance Corporation and
the Inter-American Development Bank and (c) any Governmental Authority of
jurisdictions where the Issuer or any of its Subsidiaries conducts business
(or any bank or financial institutions representing or acting as agent for
such Governmental Authority).

          "Opinion of Counsel" means a written opinion of counsel in
compliance with the requirements of Section 14.1 hereof from any Person either
expressly referred to herein or otherwise reasonably satisfactory to the
Trustee which may include, without limitation, counsel for the Issuer or the
Guarantor, whether or not such counsel is an employee of the Issuer or the
Guarantor, as applicable.

          "Outstanding", when used with respect to Notes or any principal
amount thereof, means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture, except:

          (i) Notes theretofore cancelled by the Trustee or delivered to the
     Trustee for cancellation;

          (ii) Notes for which redemption money in the necessary amount has
     been theretofore deposited in trust with the Trustee; provided that if
     such Notes are to be redeemed prior to the maturity thereof, notice of
     such redemption has been duly given pursuant to Article III or provision
     therefor satisfactory to the Trustee has been made;

          (iii) Notes or portions thereof deemed to have been paid within the
     meaning of Section 12.1;

          (iv) Notes as to which defeasance has been effected pursuant to
     Article XIII; and

          (v) Notes which have been paid pursuant to Section 2.13 or that have
     been exchanged for other Notes or Notes in lieu of which other Notes have
     been authenticated and delivered pursuant to this Indenture other than
     any Notes in respect of which there shall have been presented to the
     Trustee proof satisfactory to it that such Notes are held by a bona fide
     purchaser in whose hands such Notes constitute valid obligations of the
     Issuer;

provided, however, that in determining whether the Noteholders of the
requisite principal amount of the Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Issuer, the Guarantor or any of their


                                      9
<PAGE>

Subsidiaries or Affiliates 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 Notes which the Trustee knows to be so owned
shall be so disregarded. Notes 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 to act with respect to such Notes and that
the pledgee is not the Issuer, the Guarantor or a Subsidiary thereof or any
Affiliate of the Issuer the Guarantor or any Subsidiary thereof.

          "Paying Agent" means the person named as Paying Agent in the
preamble to this Indenture and its successors and assigns.

          "Payment Account" means the account contemplated in Section 3.1
hereof.

          "Payment Date" means any of the Interest Payment Dates, the Expected
Maturity Date, the Final Maturity Date, or any other date on which payments on
the Notes in respect of principal, interest or other amounts, including as a
result of any acceleration of the Notes, are required to be paid pursuant to
this Indenture and the Notes.

          "Permitted Investments" shall consist of (i) direct obligations of
the United States of America, or of any agency or instrumentality of the
United States of America, the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation of the United States of
America which are not callable or redeemable at the option of the issuer
thereof at a price less than what was paid, (ii) demand and time deposit
certificates of deposit of, banker's acceptances issued by, or Federal funds
sold by, any depository institution or trust company incorporated under the
laws of the United States of America or any state thereof and subject to
supervision and examination by United States federal or state authorities so
long as at the time of such investment or contractual commitment providing for
such investment the commercial paper or other short term debt obligations of
such depository institution or trust company have a short term credit rating
of at least "P-1" by Moody's, "A-1" by S&P and "F-1" by Fitch (if rated by
Fitch), (iii) repurchase obligations with respect to (A) any security
described in clause (i) above or (B) any other security issued and/or
guaranteed by an agency or instrumentality of the United States of America, in
either case entered into with a depository institution or trust company
(acting as principal) described in clause (ii) above, (iv) commercial paper
which has at the time of such investment a rating of at least "P-1" by
Moody's, a rating of at least "A-1" by S&P and a rating of at least "F-1" by
Fitch (if rated by Fitch); provided, however, that Permitted Investments shall
not include any debt obligations (or other securities) issued by the Issuer,
the Guarantor or any Affiliate thereof, (v) any money market funds investing
in any of the foregoing Permitted Investments, and (vi) The Bank of New York
Cash Reserve, any successor to The Bank of New York Cash Reserve so long as in
each case such Cash Reserve maintains a rating of not less than "Aaa" by
Moody's, "AAA" by S&P and "AAA" by Fitch (if rated by Fitch) or any equivalent
money market mutual fund rated not less than "Aaa" by Moody's, "AAA" by S&P
and "AAA" by Fitch (if rated by Fitch).

          "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or any nation or government, any state, province or
other political subdivision thereof, any central bank (or


                                      10

<PAGE>

similar monetary or regulatory authority) thereof, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

          "Place of Payment", when used with respect to the Notes, means the
office or agency of the Trustee maintained pursuant to Section 8.11 and such
other place or places, if any, where the principal of and interest on the
Notes are payable as specified herein.

          "Predecessor Notes", with respect to any particular Note, means any
previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; for the purposes of this definition, any Note
authenticated and delivered under Section 2.14 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed
or stolen Note.

          "Process Agent" has the meaning set forth in Section 14.17(b).

          "Purchase Agreement" means the Purchase Agreement, dated as of
September 11, 2003 among the Issuer, the Guarantor and the Initial Purchasers.

          "QIB" means a qualified institutional buyer as defined in Rule 144A
under the Securities Act.

          "Rating Agencies" means Moody's, S&P and Fitch.

          "Record Date" means, with respect to any payment to be made on an
Interest Payment Date, the Business Day that is ten Business Days prior to
such Interest Payment Date.

          "Registered Depositary" means The Depository Trust Company, having a
principal office at 55 Water Street, New York, New York 10041-0099, together
with any Person succeeding thereto by merger, consolidation or acquisition of
all or substantially all of its assets, including substantially all of its
securities payment and transfer operations.

          "Registration Rights Agreement" has the meaning set forth in the
preamble to this Indenture.

          "Regulation S" means Regulation S promulgated under the Securities
Act, as amended and in effect from time to time.

          "Regulation S Note" means a Note, including a Regulation S
Unrestricted Global Note, required to bear the Restrictive Legend applicable
to Regulation S Notes provided for in Exhibit A-2.

          "Regulation S Unrestricted Global Note" has the meaning set forth in
Section 2.5.

          "Reimbursement Agreement" means any reimbursement agreement entered
into by the Guarantor, the Issuer and/or any of their respective Affiliates in
connection with any Letter of Credit.


                                      11

<PAGE>

          "Required Amount" means the sum of (i) an amount equal to the
highest amount of interest scheduled to be due during any single Interest
Period; (ii) prior to the Issuer and the Guarantor satisfying their
obligations under the Registration Rights Agreement, an amount equal to the
interest that would accrue on the Notes for a period of four Interest Periods
at a rate equal to 0.5% per annum; (iii) an amount equal to 120 days of
interest at the Note Rate on the amount of interest payable under the Notes on
each Interest Payment Date; (iv) an amount representing Trustee's fees due and
payable by the Issuer to the Trustee during any four Interest Periods, but not
representing any costs or expenses potentially due in any such period; and (v)
any additional amounts as may be made available under each Letter of Credit
(or any permitted replacement thereof) or deposited by the Issuer in the
Reserve Account as a result of the involuntary cancellation or termination of
the Insurance Policy or certain other related events as described in Section
7.1(m).

          "Reserve Account" has the meaning set forth in Section 5.2.

          "Reserve Account Transfer Date" means, in respect of any Payment
Date, the earlier to occur of (i) the last day of the Grace Period in respect
of such Payment Date and (ii) the date on which the Trustee receives from the
Insurer amounts in respect of any claim under the Insurance Policy in respect
of interest due on the Notes on the current Payment Date; provided that, in
the case of (ii) above, if any amounts are actually received by the Trustee
after 1:00 p.m. (New York time) on any calendar day, such amounts shall be
deemed to have been received on the next succeeding Business Day.

          "Responsible Officer", when used with respect to the Trustee, means
any officer in the Corporate Trust Office (or any successor group of the
Trustee) including any vice president, assistant vice president, assistant
secretary, assistant treasurer or any other officer of the Trustee customarily
performing functions 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 his knowledge and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture.

          "Restricted Note" means a Note, including a Rule 144A Restricted
Global Note, required to bear the Restrictive Legend applicable to Restricted
Notes provided for in Exhibit A-1.

          "Restrictive Legend " means the legends required by the forms of
Note attached hereto as Exhibit A-1 and A-2.

          "Rule 144" means Rule 144 promulgated under the Securities Act, as
amended and in effect from time to time.

          "Rule 144A" means Rule 144A promulgated under the Securities Act, as
amended and in effect from time to time.

          "Rule 144A Restricted Global Note" has the meaning set forth in
Section 2.5(a) hereof.


                                      12

<PAGE>

          "Sale and Lease-Back Transaction" means any transaction or series of
related transactions pursuant to which the Issuer or any of its Subsidiaries
sells or transfers any property to any Person with the intention of taking
back a lease of such property.

          "Securities Act" has the meaning set forth in the preamble to this
Indenture.

          "SEC" means the Securities and Exchange Commission.

          "S&P" means Standard & Poor's.

          "Specified Property" means (i) any manufacturing facility, including
land and buildings and other improvements thereon and equipment located
therein, (ii) any executive offices, administrative buildings, and research
and development facilities, including land and buildings and other
improvements thereon and equipment located therein, in each case of the Issuer
or any of its Subsidiaries, and (iii) any intangible assets, including,
without limitation, any brand names, trademarks, copyrights, patents and
similar rights and any income (licensing or otherwise), proceeds of sale or
other revenue therefrom. For the avoidance of doubt, Specified Property
excludes any receivables or cash flow arising from the sales of goods and
services by the Issuer in the ordinary course of business.

          "Subsidiary" means, as to any Person, a corporation, company,
partnership or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the Board of Directors (or similar
governing body) of such corporation, company, partnership or other entity are
at the time owned, or the management of which is otherwise controlled,
directly or indirectly, through one or more intermediaries, or both, by such
Person. Unless otherwise specified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Issuer.

          "Successor Company" has the meaning set forth in Section 6.15.

          "Tax" has the meaning set forth in Section 2.16(a).

          "Taxing Jurisdiction" has the meaning set forth in Section 2.16(a).

          "Transaction Documents" means, collectively, this Indenture, the
Notes, the Insurance Policy, the Guaranty, the Registration Rights Agreement,
the Insurance Side Agreement, the Insurance Policy Application, each Letter of
Credit, the application for listing of the Notes with the Luxembourg Stock
Exchange and the DTC Letter of Representations completed by the Issuer and the
Trustee in connection with the Notes.

          "Trust Indenture Act" means the United States Trust Indenture Act of
1939, as amended.

          "Trustee" means the person named as the "Trustee" in the preamble to
this Indenture and its successors and assigns.


                                      13
<PAGE>


          "United States" or "U.S." means the United States of America.

          "U.S. GAAP" means generally accepted accounting principles in effect
in the United States applied on a basis consistent with the principles,
methods, procedures and practices employed in the preparation of the Issuer's
audited financial statements, including, without limitation, those set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.

          SECTION 1.2 CONSTRUCTION. For all purposes of this Indenture (and
for all purposes of any other Transaction Document or any other instrument or
agreement that incorporates provisions of this Indenture by reference), except
as otherwise expressly provided or unless the context otherwise requires:

          (a) the terms defined in this Article have the meanings assigned to
them in this Article I, and include the plural as well as the singular;

          (b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

          (c) except as otherwise expressly provided herein, (i) all
accounting terms used herein shall be interpreted, (ii) all financial
statements and all certificates and reports as to financial matters required
to be delivered to the Trustee hereunder shall be prepared and (iii) all
calculations made for the purposes of determining compliance with this
Indenture shall (except as otherwise expressly provided herein) be made in
accordance with, or by application of, Brazilian GAAP;

          (d) unless otherwise specified, all references in this Indenture
(including the Appendices and Schedules hereto) to designated "Articles",
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of this Indenture;

          (e) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

          (f) unless the context clearly indicates otherwise, pronouns having
a masculine or feminine gender shall be deemed to include the other;

          (g) unless otherwise expressly specified, any agreement, contract or
document defined or referred to herein shall mean such agreement, contract or
document as in effect as of the date hereof, as the same may thereafter be
amended, supplemented or otherwise modified from time to time in accordance
with the terms of this Indenture and the other Transaction Documents and shall
include any agreement, contract, instrument or document in substitution or
replacement of any of the foregoing entered into in accordance with the terms
of this Indenture and the other Transaction Documents;



                                      14

<PAGE>

          (h) any reference to any Person shall include its permitted
successors and assigns in accordance with the terms of this Indenture and the
other Transaction Documents including, in the case of any Governmental
Authority, any Person succeeding to its functions and capacities; and

          (i) unless the context clearly requires otherwise, references to
"Law" or to any particular Law shall include Laws or such particular Law as in
effect at each, every and any of the times in question, including any
amendments, replacements, supplements, extensions, modifications,
consolidations, restatements, revisions or reenactments thereto or thereof,
and whether or not in effect at the date of this Indenture.

                                  ARTICLE II

                                   THE NOTES

          SECTION 2.1 Designation. (a) There is hereby created a series of
"8.75% Notes due 2013" in the aggregate principal amount of U.S.$500,000,000
which are to be issued pursuant to this Indenture.

          (b) Each Note shall constitute Indebtedness of the Issuer payable
out of the Issuer's general assets and properties. The Notes shall be direct
unsecured and unsubordinated Indebtedness of the Issuer and shall at all times
rank pari passu among themselves and at least equal in right of payment with
all of the Issuer's other present and future unsubordinated, unsecured
Indebtedness from time to time outstanding.

          SECTION 2.2 Authentication and Delivery of Notes. (a) Any time and
from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Notes executed by the Issuer to the Trustee for
authentication, together with an Issuer Order for the authentication and
delivery of such Notes, and the Trustee shall thereupon authenticate and make
available for delivery such Notes in accordance with such Issuer Order,
without any further action by the Issuer.

          (b) No Note shall be secured by or entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Note a certificate of authentication, in the form provided for in
Section 2.4 hereof, executed by the Trustee by the manual signature of any
Authorized Signatory, and such certificate upon any Notes shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated
and delivered thereunder.

          (c) The Trustee shall have the right to decline to authenticate and
deliver the Notes under this Section 2.2 if the Trustee, after receipt of an
Opinion of Counsel, determines that such action may not lawfully be taken by
the Issuer or the Trustee or if the Trustee in good faith by its Board of
Directors, board of trustees, executive committee, a trust committee of
directors or trustees or Responsible Officer shall determine that such action
does not comply with the provisions of this Indenture or any document or
instrument delivered in connection herewith, or could expose the Trustee to
personal liability. Prior to the authentication and



                                      15
<PAGE>

delivery of the Notes, the Trustee shall also receive such other funds,
accounts, documents, certificates, instruments or opinions as may be required
thereunder or it may request in order to provide it with assurances that all
action necessary in connection therewith has been taken.

          (d) Notwithstanding the foregoing, if any Note shall have been
authenticated and delivered hereunder but never issued or sold by the Issuer,
and the Issuer shall deliver such Note to the Trustee for cancellation as
provided in Section 2.18 together with a written statement (which need not
comply with Section 14.2 and need not be accompanied by an Opinion of Counsel)
stating that such Note has never been issued or sold by the Issuer, for all
purposes of this Indenture such Note shall be deemed never to have been
authenticated and delivered hereunder and shall never have been or be entitled
to the benefits hereof.

          SECTION 2.3 Aggregate Amount; Additional Notes. (a) The aggregate
principal amount of Notes that may be authenticated and delivered under this
Indenture is unlimited.

          (b) Additional notes of the same series as the Notes (such
additional notes being "Additional Notes") may be issued from time to time
under this Indenture so long as, on the date of issuance of such Additional
Notes: (i) the requirements of Section 2.2 have been complied with, (ii) no
Default or Event of Default shall have occurred and then be continuing or
shall occur as a result of the issuance of such Additional Notes, (iii) such
Additional Notes shall rank pari passu with the Notes referred to in Section
2.1 and shall have equivalent terms and benefits as the Notes and shall be
part of the same series as the Notes, (iv) to the extent that the Insurance
Policy has not been voluntarily cancelled in accordance with Section 8.3(a) of
the Insurance Policy and Section 5.4(d) hereof, the Insurance Policy shall
have been amended to increase the "Maximum Aggregate Limit of Liability" and
the "Limit of Liability" under the Insurance Policy proportionately with the
amount of Additional Notes to be issued hereunder and to make such other
changes to the Insurance Policy as are necessary to reflect the issuance of
such Additional Notes, (v) regardless of whether the Insurance Policy is in
effect or has been voluntarily cancelled in accordance with Section 8.3(a) of
the Insurance Policy, Section 5.4(d) hereof or otherwise, if any Letters of
Credit have not been allowed to expire in accordance with Section 5.3(c)
hereof, the amount available under such Letters of Credit (together with any
amounts then on deposit in the Reserve Account) shall have been increased to
take into account the amount of Additional Notes to be issued hereunder and
the amount available under any such replacement Letter of Credit (together
with any amounts on deposit in the Reserve Account) shall be at least equal to
the Required Amount (after giving effect to any such increase), (vi) each of
the Rating Agencies shall have confirmed to the Trustee in writing, prior to
the issuance of such Additional Notes, that the issuance of such Additional
Notes will not result in a lowering or a withdrawal of the rating of the Notes
in effect immediately prior to any such issuance, (vii) the Issuer and the
Trustee shall have executed and delivered a supplemental indenture to this
Indenture providing for the issuance of such Additional Notes and reflecting
such amendments to this Indenture as may be required to reflect the increase
in aggregate principal amount of the Notes resulting from the issuance of such
Additional Notes, (viii) the Guarantor and the Trustee shall have executed
and, contemporaneously with the issuance of such Additional Notes, delivered
an amended and restated Guaranty reflecting the increase in the aggregate
principal amount of the Notes resulting from the issuance of such Additional
Notes, (ix) in the event that the Issuer and the Guarantor have not satisfied
in full their obligations under Registration Rights Agreement, the Issuer, the
Guarantor and the Initial Purchasers shall have executed and,
contemporaneously with the


                                      16
<PAGE>

issuance of such Additional Notes, delivered an amendment to the Registration
Rights Agreement reflecting the increase in the aggregate principal amount of
the Notes resulting from the issuance of such Additional Notes, and (x) the
Trustee shall have received all such opinions and other documents as it shall
have reasonably requested.

          (c) All Additional Notes issued hereunder will, when issued, be
considered Notes for all purposes hereunder and will be subject to and take
benefit of all the terms, conditions and provisions of this Indenture.

          SECTION 2.4 FORM OF TRUSTEE'S AUTHENTICATION. The Trustee's
certificate of authentication on all Notes shall be in substantially the
following form:

          "This Note is one of the Notes referred to in the within-mentioned
Indenture.

                                    The Bank of New York,

                                     as Trustee

                                    By: _________________________
                                          Authorized Signatory"

          SECTION 2.5 Form of the Notes. (a) Notes offered and sold in
reliance on Rule 144A will be initially represented by one or more, permanent
Global Notes (in substantially the form of Exhibit A-1) in definitive, fully
registered book-entry form without interest coupons (collectively, the "Rule
144A Restricted Global Note") which will be registered in the name of a
nominee of the Registered Depositary and deposited on behalf of the purchasers
of the Notes represented thereby with a custodian for the Registered
Depositary for credit to the respective accounts of such purchasers (or to
such other accounts as they may direct) at the Registered Depositary. The
aggregate principal amount of the Rule 144A Restricted Global Note may from
time to time be increased or decreased by adjustments made on the records of
the Note Registrar and the Registered Depositary as hereinafter provided.

          (b) Notes offered and sold in reliance on Regulation S will be
initially represented by one or more permanent Global Notes without interest
coupons (in substantially the form of Exhibit A-2) in definitive, fully
registered book-entry form (collectively, the "Regulation S Unrestricted
Global Note") which will be registered in the name of a nominee of the
Registered Depositary and deposited on behalf of the purchasers of the Notes
represented thereby with a custodian for the Registered Depositary for credit
to the respective accounts of such purchasers (or to such other accounts as
they may direct) at Euroclear or Clearstream. The aggregate principal amount
of the Regulation S Unrestricted Global Note may from time to time be
increased or decreased by adjustments made on the records of the Note
Registrar and the Registered Depositary as hereinafter provided.

          (c) Exchange Notes exchanged for interests in the Rule 144A
Restricted Global Note, the Regulation S Unrestricted Global Note or any
Initial Notes in definitive form will be issued in the form of one or more
permanent Global Notes (in substantially the form of Exhibit A-1 or A-2, as
applicable, but without the restrictive legend) in definitive, fully
registered book-entry form (collectively, the "Exchange Global Notes"; and
together with the Rule 144A


                                      17
<PAGE>

Restricted Global Note and the Regulation S Unrestricted Global Note, the
"Global Notes"), which will be registered in the name of a nominee of DTC and
deposited on behalf of the purchasers of the Notes represented thereby with a
custodian for DTC for credit to the respective accounts of such purchasers (or
such accounts as they may direct).

          (d) The Notes shall be in registered form and may have such letters,
numbers or other marks of identification and such legends or endorsements
printed, lithographed, engraved, typewritten or photocopied thereon as may be
required to comply with the rules of any securities exchange upon which the
Notes are to be listed or to conform to any usage in respect thereof, or as
may, consistently herewith, be prescribed by the Board of Directors of the
Issuer or by the Authorized Representative executing such Notes, such
determination by said Authorized Representative to be evidenced by its signing
the Notes.

          (e) The Notes may be issued in the form of (a) definitive Notes
under the circumstances described in Sections 2.12(c), (d) and (e) hereto or
(b) one or more Global Notes. Notes issued in definitive form shall be
registered in the name or names of such Persons and for the principal amounts
as the Issuer may request. The Issuer initially appoints the Registered
Depositary to act as depositary for the Global Notes. Notes issued in the form
of a Global Note shall be registered in the name of the Registered Depositary
or its nominee. In the event any of the Notes are issued in a transaction
under Rule 144A of the Securities Act, any such Person shall purchase such
Notes in transactions complying with Rule 144A under the Securities Act. The
Trustee, as custodian ("Custodian"), will act as custodian of each Global Note
for the Registered Depositary or appoint a sub-custodian to act in such
capacity. So long as the Registered Depositary or its nominee is the
registered owner of the Global Note, it shall be considered the holder of the
Notes represented thereby for all purposes hereunder and under the Global
Note. None of the Issuer, the Trustee or any Paying Agent shall have any
responsibility or liability for any aspect of the records relating to or
payments made by the Registered Depositary on account of beneficial interests
in the Global Note. Interests in the Global Note shall be transferred on the
Registered Depositary's book-entry settlement system.

          (f) At such time as all beneficial interests in a particular Global
Note have been exchanged for Notes in definitive form or a particular Global
Note has been redeemed, repurchased or canceled in whole and not in part, such
Global Note shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.18. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or in the form of Notes in definitive form, the principal
amount of Notes represented by such Global Note shall be reduced accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Registered 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 Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Registered Depositary at the direction of the Trustee to
reflect such increase.

          (g) The forms of Notes may have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have


                                      18
<PAGE>

such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistent herewith, be applicable thereto
or determined by officers of the Issuer executing such Notes, as evidenced by
their execution thereof. Any portion of the text of any Note may be set forth
on the reverse thereof, with an appropriate reference thereof on the face of
the Note. If the Notes conflict or are inconsistent with the provisions of the
Indenture, then this Indenture shall control.

          (h) At such time as all beneficial interests in a particular Global
Note have been exchanged for notes in definitive form or a particular Global
Note has been redeemed, repurchased or cancelled in whole and not in part,
such Global Note shall be returned to or retained and cancelled by the Trustee
in accordance with Section 2.18. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
person who will take delivery thereof in the form of a beneficial interest in
another Global Note or in the form of a definitive Note, the principal amount
of Notes represented by such Global Note shall be reduced accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Registered 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 Note, such other Global Note shall be increased
accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Registered Depositary at the direction of the Trustee to
reflect such increase.

          SECTION 2.6 Maturity of the Notes. The Notes shall mature on
September 15, 2013 (the "Expected Maturity Date"); provided, however, that if
on or before the Business Day prior to the Expected Maturity Date the Issuer
and the Guarantor deliver a certificate, substantially in the form of Exhibit
G hereto, to the Trustee stating that (i) either (A) the Insurance Policy is
in effect and the amount available under any Letters of Credit (together with
any amounts then on deposit in the Reserve Account) is at least equal to the
Required Amount or (B) the Insurance Policy is not in effect and the amount
available under any Letters of Credit (together with any amounts then on
deposit in the Reserve Account) is at least equal to the Required Amount and
(ii) an Expropriation Event or an Inconvertibility Event has occurred, then if
such certificate shall be received by the Trustee on or before the Expected
Maturity Date, the Expected Maturity Date shall be extended to a date (the
"Final Maturity Date"), which shall be the earliest to occur of (i) September
15, 2015 (a date which is twenty-four calendar months after the Expected
Maturity Date); (ii) the latest date for which funds are available under any
Letters of Credit or on deposit in the Reserve Account and under the Insurance
Policy to pay interest on the Notes, and (iii) 30 calendar days after the date
on which the Expropriation Event or the Inconvertibility Event has ended.

          (b) In the case of any extension of the Expected Maturity Date, the
Expected Maturity Date shall be considered a Payment Date under the terms of
this Indenture, and interest at the Note Rate shall be due on the Notes on
such Expected Maturity Date and on each Payment Date occurring thereafter
until the Final Maturity Date.

          (c) Upon the occurrence of any extension of the Expected Maturity
Date under this Section 2.6, the Issuer shall promptly, but in any event
within five Business Days thereafter,


                                      19
<PAGE>

deliver notice thereof to the Noteholders, to the Luxembourg Stock Exchange
and to the Rating Agencies in accordance with the provisions of Section 14.4
of this Indenture.

          (d) No payments in respect of the principal of the Notes shall be
paid prior to the Final Maturity Date except in the case of the occurrence of
an Event of Default and acceleration of the aggregate outstanding principal
amount of the Notes or upon redemption prior to the Final Maturity Date
pursuant to Article IV hereof.

          (e) The extension of the Expected Maturity Date shall not have any
effect on the rights of the Noteholders, including any right upon the
occurrence of any Event of Default.

          SECTION 2.7 Interest. (a) Interest shall accrue on the Notes at the
rate of 8.75% per annum for each Interest Period (the "Note Rate"), provided
that if the Issuer and the Guarantor shall have failed to have an effective
registration statement in respect of the Notes declared effective by the SEC
pursuant to the Registration Rights Agreement prior to September 18, 2004 the
Note Rate shall be increased for all purposes hereunder to 9.25% per annum
(0.5% above the interest rate on the Initial Notes at the Closing Date) until
such time as such registration statement shall have been declared effective as
contemplated in the Registration Rights Agreement, in which case the Note Rate
shall decrease to the rate stated above. All interest shall be paid by the
Issuer to the Trustee and distributed by the Trustee in accordance with this
Indenture semiannually in arrears on March 15 and September 15 of each year
(or if such date is not a Business Day, the next succeeding Business Day
following such day) during which any portion of the Notes shall be Outstanding
(each, an "Interest Payment Date"), commencing on March 15, 2004, to the
Person in whose name a Note is registered at the close of business on the
preceding Record Date. Interest shall be calculated based on a 360-day year of
twelve 30-day months. Notwithstanding anything herein to the contrary,
interest on the Notes at the Note Rate shall continue to accrue in the event
such interest is not paid on the scheduled Interest Payment Date or the Final
Maturity Date (or earlier as contemplated in Section 2.15).

          (b) Upon the occurrence and during the continuation of a Default
under Sections 7.1(a) and (b), (i) interest shall accrue on the Notes at a
rate equal to 1.0% per annum above the Note Rate (the "Default Rate") and (ii)
without giving effect to the applicable grace period, to the fullest extent
permitted by law, interest shall accrue on the amount of any interest, fee,
Additional Amounts, or other amount payable under this Indenture and the Notes
that is not paid when due, from the date such amount was due until such amount
shall be paid in full, excluding the date of payment, at a rate equal to the
Default Rate; provided, however, that interest on the Notes shall accrue at
the Note Rate and not the Default Rate during the continuance of any
suspension of the Guarantor's obligations to make payments of principal under
the Guaranty where the Noteholders are otherwise receiving payments of
interest at the Note Rate from the Guarantor under the Guaranty or from the
Insurer, under the Insurance Policy or otherwise.

          SECTION 2.8 Record Date. The Trustee may treat the Person in whose
name any Note is registered on the applicable Record Date as the Noteholder
for all purposes under this Indenture.


                                      20

<PAGE>


          SECTION 2.9 Issuance. The Initial Notes shall be issued only in a
transaction exempt from registration under the Securities Act to (a) Persons
and entities that are "qualified institutional buyers" pursuant to Rule 144A
under the Securities Act, and (b) other permitted Persons or entities pursuant
to Regulation S under the Securities Act. The Notes shall be subject to
restrictions on transfer and resale as provided in Section 2.12 hereof.

          SECTION 2.10 Denominations, Etc. The Notes shall be issued only in
fully registered form, without coupons and as otherwise provided herein. Notes
sold pursuant to Rule 144A shall be issued in the form of beneficial interests
in one or more Global Notes in minimum denominations of U.S.$100,000 and
integral multiples of U.S.$1,000 in excess thereof. Notes sold pursuant to
Regulation S and any Exchange Notes shall be issued in the form of beneficial
interests in one or more Global Notes in minimum denominations of $1,000 and
integral multiplies thereof. Beneficial interests in any Global Notes shall be
shown on, and transfers thereof shall be effected only through, the book-entry
records maintained by the Registered Depositary and its participants. Notes
issued in physical, certificated form shall not be permitted to be traded
through the facilities of the Registered Depositary, except in connection with
a transfer of a Note in certificated form to a transferee that takes delivery
in the form of beneficial interests in a Global Note pursuant to Rule 144A or
Regulation S, as the case may be.

          SECTION 2.11 Execution of Notes. (a) The Notes shall be executed on
behalf of the Issuer by one of its Authorized Representatives. The signature
of any such officers on the Notes may be manual or facsimile. Notes bearing
the manual or facsimile signatures of individuals who were, at the time such
signatures were affixed, the proper officers of the Issuer shall bind the
Issuer, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or
did not hold such offices at the date of such Notes.

          (b) Pending the preparation of definitive Notes as contemplated in
Section 2.12, the Issuer may execute, and upon instructions from the Issuer,
the Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise reproduced, in any
authorized denomination, substantially of the tenor of the definitive Notes in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Authorized Representatives executing
such Notes may determine, as conclusively evidenced by their execution of such
Notes.

          (c) Following the issuance of temporary Notes, the Issuer will cause
definitive Notes to be prepared without unreasonable delay. The definitive
Notes shall be printed, lithographed or engraved, or provided by any
combination thereof, or in any other manner permitted by the rules and
regulations of any applicable securities exchange, all as determined by the
Authorized Representatives executing such definitive Notes. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
maintained by the Issuer for such purpose pursuant to Section 8.11, without
charge to the Noteholder. Upon surrender for cancellation of any one or more
temporary Notes, the Issuer shall execute, and the Trustee shall authenticate
and deliver, in exchange therefor the same aggregate principal amount of
definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes.


                                      21
<PAGE>

          SECTION 2.12 Registration; Restrictions on Transfer and Exchange.
(a) The Issuer shall cause to be kept at the Corporate Trust Office of the
Note Registrar a register which, subject to such reasonable regulations as the
Issuer may prescribe, shall provide for the registration of Notes and for the
registration of transfers and exchanges of Notes. This register and, if there
shall be more than one Note Registrar, the combined registers maintained by
all such note registrars, are herein sometimes referred to as the "Note
Register". The Trustee is hereby appointed the initial Note Registrar for the
purpose of registering Notes and transfers and exchanges of Notes as herein
provided. Upon any resignation or removal of the Note Registrar, the Issuer
shall promptly appoint a successor, or in the absence of such appointment,
assume the duties of such Note Registrar. The Issuer may appoint one or more
co-registrars.

          (b) If a Person other than the Trustee is appointed by the Issuer as
Note Registrar, the Issuer will give the Trustee prompt written notice of the
appointment of a Note Registrar and of the location, and any change in the
location of the Note Register, and the Trustee shall have the right to inspect
the Note Register at all reasonable times and to obtain copies thereof, and
the Trustee shall have the right to rely upon such Note Register as to the
names and addresses of the Noteholders and the principal amounts and numbers
of such Notes.

          (c) Any Global Note deposited with the Registered Depositary shall
be exchanged for definitive Notes, without coupons, and delivered to and
registered in the name of Persons named by the Registered Depositary, rather
than to the nominee for the Registered Depositary, if (i) the Issuer advises
the Trustee in writing that the Registered Depositary is no longer willing or
able to discharge properly its responsibilities as Registered Depositary with
respect to the Notes and the Issuer is unable to appoint a qualified
successor, or that the Registered Depositary has ceased to be a clearing
agency registered under the Exchange Act, (ii) the Issuer, at its option,
elects to terminate the book-entry system through the Registered Depositary
with respect to the Notes and cause issuance of certificated Notes or (iii)
after the occurrence and continuation of an Event of Default, beneficial
owners holding interests representing an aggregate principal amount of Notes
of more than 50% of the Notes represented by the Global Note advise the
Trustee through the Registered Depositary in writing that the continuation of
a book-entry system through the Registered Depositary with respect to the
Notes is no longer in such owners' best interests; provided that in no event
shall a Regulation S Unrestricted Global Note be exchanged for Notes in
definitive form prior to the expiration of the Distribution Compliance Period.

          (d) Upon the occurrence of any of the events in clauses (i) through
(iii) of the preceding paragraph, the Trustee shall, by forwarding any notice
received from the Issuer to the Registered Depositary, be deemed to have
notified all Persons who hold a beneficial interest in the Global Note through
participants in the Registered Depositary or indirect participants through
participants in the Registered Depositary of the availability of certificated
Notes. Any Global Note that is transferable to the beneficial owners thereof
pursuant to Section 2.12(c) shall be surrendered by the Registered Depositary
to the Note Registrar, to be so transferred, in whole or from time to time in
part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal aggregate
principal amount of Notes of authorized denominations. Any portion of a Global
Note transferred pursuant to Section 2.12(c) and this Section 2.12(d) shall be
executed, authenticated and delivered only in the denominations specified in
the form of Note and registered in such names as the Registered Depositary
shall direct. Any certificated Note delivered in exchange for an interest in
the Rule


                                      22
<PAGE>

144A Restricted Global Note shall bear the legend regarding transfer
restrictions applicable to the Rule 144A Restricted Global Note set forth on
the form of Note attached as Exhibit A-1 hereto. Any Note delivered in
exchange for an interest in the Regulation S Unrestricted Global Note shall
bear the legend regarding transfer restrictions applicable to the Regulation S
Unrestricted Global Note set forth on the form of Note attached as Exhibit A-2
hereto. In the event of the occurrence of any of the events specified in
Section 2.12(c), the Issuer will promptly make available to the Trustee a
reasonable supply of certificated Notes in certificated, fully registered form
without interest coupons.

          (e) Notwithstanding any provisions to the contrary herein, so long
as any Global Note remains outstanding and is held by or on behalf of the
Registered Depositary, transfers of such Global Note, in whole or in part,
shall only be made in accordance with this Section 2.12(e) and Section
2.12(d).

          (i) Subject to this Section 2.12(e) and Section 2.12(d), transfers
     of a Global Note shall be limited to transfers of such Global Note in
     whole, or in part, to nominees of the Registered Depositary or to a
     successor of the Registered Depositary or such successor's nominee.

          (ii)Transfers of beneficial interests in Global Notes may be
     effected only through the book entry system maintained by the Registered
     Depositary in compliance with applicable rules and procedures of the
     Registered Depositary and its direct or indirect participants (including
     Euroclear and Clearstream, if applicable), in each case to the extent
     applicable to such transaction and in effect from time to time the
     "Applicable Procedures").

          (iii) In the event that a Global Note is exchanged for Notes in
     certificated registered form without interest coupons pursuant to Section
     2.12(d) hereof, such Notes may be exchanged for one another only in
     accordance with such procedures as are substantially consistent with the
     provisions of clauses (iv) and (v) below (including the certification
     requirements) and as may be from time to time adopted by the Issuer and
     the Trustee.

          (iv) If the owner of a beneficial interest in a Rule 144A Restricted
     Global Note wishes at any time to transfer such interest (or portion
     thereof) to a Non-U.S. Person pursuant to Regulation S who wishes to hold
     its interest in the Notes through a beneficial interest in the Regulation
     S Unrestricted Global Note, such transfer may be effected only (A) upon
     receipt by the Note Registrar of:

               (1) an order given by the Registered Depositary or its
          authorized representative directing the Note Registrar to credit or
          cause to be credited a beneficial interest in the Regulation S
          Unrestricted Global Note equal to the principal amount of the
          beneficial interest in the Rule 144A Restricted Global Note to be
          transferred, and

               (2) a certificate in the form of Exhibit C duly executed by the
          transferor, or his attorney duly authorized in writing,


                                      23
<PAGE>

          and (B) subject to the Applicable Procedures, the Note Registrar
          shall increase the Regulation S Unrestricted Global Note and
          decrease the Rule 144A Restricted Global Note by such amount in
          accordance with the foregoing. Any beneficial interest in the
          Restricted Global Note that is transferred to a Person that takes
          delivery in the form of a beneficial interest in the Regulation S
          Global Note will, upon transfer, cease to be an interest in the
          Restricted Global Note and will become an interest in the Regulation
          S Global Note subject to all transfer restrictions and other
          procedures applicable to beneficial interests in the Regulation S
          Global Note.

          (v) If the owner of an interest in a Regulation S Unrestricted
     Global Note wishes at any time to transfer such interest (or any portion
     thereof) to a Person who wishes to take delivery thereof in the form of a
     beneficial interest in the Rule 144A Restricted Global Note, such
     transfer may be effected only, (A) upon receipt by the Note Registrar of:

               (1) an order given by the Registered Depositary or its
          authorized representative directing the Note Registrar to credit or
          cause to be credited a beneficial interest in the Rule 144A
          Restricted Global Note equal to the principal amount of the
          beneficial interest in the Regulation S Unrestricted Global Note to
          be transferred, and

               (2) if such transfer is to occur during (but only during) the
          Distribution Compliance Period, a certificate in the form of Exhibit
          D duly executed by the transferor or his attorney duly authorized in
          writing, (accompanied, in the case of a transfer under an exemption
          from the registration requirements under the Securities Act other
          than pursuant to Rule 144A or Rule 144 under the Securities Act, by
          an opinion of counsel stating that such exemption is available to
          the transferor), and

     (B) in accordance with the Applicable Procedures, the Note Registrar
     shall increase the Rule 144A Restricted Global Note and decrease the
     Regulation S Unrestricted Global Note by such amount in accordance with
     the foregoing. Any beneficial interest in the Regulation S Unrestricted
     Global Note that is transferred to a Person that takes delivery in the
     form of a beneficial interest in the Rule 144A Restricted Global Note
     will, upon transfer, cease to be an interest in the Regulation S
     Unrestricted Global Note and will become an interest in the Rule 144A
     Restricted Global Note subject to all transfer restrictions and other
     procedures applicable to beneficial interest in the Rule 144A Restricted
     Global Note.

          (vi) If the holder of a Restricted Note (other than a Global Note)
     wishes at any time to transfer such Restricted Note (or a portion
     thereof) to a Person who wishes to take delivery thereof in the form of a
     beneficial interest in the Rule 144A Restricted Global Note or the
     Regulation S Unrestricted Global Note, such transfer may be effected
     only, (A) upon receipt by the Note Registrar of:

               (1) such Restricted Note, duly endorsed as provided herein,


                                      24
<PAGE>


               (2) instructions from such holder directing the Note Registrar
          to credit or cause to be credited a beneficial interest in the Rule
          144A Restricted Global Note or Regulation S Unrestricted Global Note
          equal to the principal amount (or portion thereof) of such
          certificated Note to be transferred, and

               (3) a certificate in the form of Exhibit C if the specified
          account to be credited with a beneficial interest in the Regulation
          S Unrestricted Global Note, or a certificate in the form of Exhibit
          D if the specified account is to be credited with a beneficial
          interest in the Rule 144A Restricted Global Note, in either case
          duly executed by the transferor or his attorney duly authorized in
          writing, and

     (B)  subject to the Applicable Procedures of the Registered Depositary,
     the Note Registrar shall:

               (1) cancel the Restricted Note delivered to it (and issue a new
          Note in respect of any untransferred portion thereof), and

               (2) increase the Rule 144A Restricted Global Note or the
          Regulation S Unrestricted Global Note, as the case may be, in
          accordance with the foregoing;

          (vii) If the holder of a Regulation S Note (other than a Global
     Note) wishes to transfer such Regulation S Note (or a portion thereof) to
     a Person who wishes to take delivery thereof in the form of a beneficial
     interest in the Rule 144A Restricted Global Note or the Regulation S
     Unrestricted Global Note, such transfer may be effected only, (A) upon
     receipt by the Note Registrar of:

               (1) such Regulation S Note, duly endorsed as provided herein,

               (2) instructions from the holder of such certificated Note
          directing the Registrar to credit or cause to be credited a
          beneficial interest in the Rule 144A Restricted Global Note or the
          Regulation S Unrestricted Global Note equal to the principal amount
          of the certificated Note (or portion thereof) to be transferred, and

               (3) if the transfer is to occur during (but only during) the
          Distribution Compliance Period and the specified account is to be
          credited with a beneficial interest in the Rule 144A Restricted
          Global Note, a certificate in the form of Exhibit D, or if the
          specified account is to be credited with a beneficial interest in
          the Regulation S Unrestricted Global Note, a certificate in the form
          of Exhibit C, in each case, duly executed by the transferor or his
          attorney duly authorized in writing,

     and (B) subject to the Applicable Procedures of the Registered
     Depositary, the Note Registrar shall:


                                      25
<PAGE>


               (1) cancel the Regulation S Note delivered to it, (and issue a
          new Note in respect of any untransferred portion thereof) and

               (2) increase the Rule 144A Restricted Global Note or the
          Regulation S Unrestricted Global Note, as the case may be, for such
          amount in accordance with the foregoing.

          (viii) A beneficial interest in a Rule 144A Restricted Global Note
     or a Regulation S Unrestricted Global Note may be exchanged for a Note
     that is not a Global Note as provided in Section 2.12(c) and (d);
     provided that, if such interest is a beneficial interest in the
     Restricted Global Note, or if such interest is a beneficial interest in
     the Regulation S Unrestricted Global Note and such exchange is to occur
     during the Distribution Compliance Period, then such interest shall be
     exchanged for a Restricted Note or a Regulation S Note, as the case may
     be. A Restricted Note or Regulation S Note that is not a Global Note may
     be exchanged for a beneficial interest in a Global Note only if (A) such
     exchange occurs in connection with clause (e)(vi) or (vii) above, (B)
     such Note is a Regulation S Note and such exchange occurs after the
     Distribution Compliance Period or (C) such exchange occurs pursuant to an
     Exchange Offer or for Exchange Notes registered under a shelf
     registration statement pursuant to the Registration Rights Agreement.

          (f) After the expiration of the Distribution Compliance Period, at
the option of the Noteholder, beneficial interests in Global Notes may be
exchanged in whole or in part for certificated Notes to be registered in the
name of such Noteholder, of authorized denominations and of like tenor,
maturity, interest rate and aggregate principal amount, upon prior written
notice to the Trustee by or on behalf of the Registered Depositary and
surrender of the Notes to be exchanged at any office or agency maintained for
such purpose pursuant to Section 8.11. Whenever any Notes are so surrendered
for exchange, the Issuer shall execute, and the Trustee shall authenticate and
make available for delivery, the Notes which the Noteholder making the
exchange is entitled to receive. The Issuer shall execute and deliver to the
Trustee, on the Closing Date and from time to time thereafter, for safekeeping
and subsequent authentication, a stock of physical registered Notes of such
quantities as the Issuer, after consultation with the Trustee, determines to
be sufficient to permit the issuance of physical Notes and the exchanges
contemplated by this Section.

          (g) Upon surrender for registration of transfer of any Note,
together with a written instrument of transfer satisfactory to the Note
Registrar, as the case may be, at an office or agency of the Issuer appointed
in or pursuant to Section 8.11 for such purposes, the Issuer shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized
denomination or denominations and of the same aggregate principal amount. At
the option of each Noteholder, Notes may be exchanged for other Notes of any
authorized denomination or denominations and of the same aggregate principal
amount, upon surrender of the Notes to be exchanged at any such office or
agency. Whenever any Notes are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Notes that the
Noteholder making the exchange is entitled to receive. All Notes issued upon
any registration of transfer or exchange of Notes shall



                                      26
<PAGE>


be the valid obligations of the Issuer, evidencing the same debt, and entitled
to the same security and benefits under this Indenture and the other
Transaction Documents, as the Notes surrendered upon such registration of
transfer or exchange.

          (h) Every Note presented or surrendered for registration of transfer
or exchange shall be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Issuer and the Note Registrar or any
transfer agent, duly executed by the Noteholder thereof or such Noteholder's
attorney duly authorized in writing.

          (i) No service charge shall be required of any Noteholders
participating in any transfer or exchange of Notes in respect of such transfer
or exchange, but the Note Registrar may require payment of a sum sufficient to
cover any Tax that may be imposed in connection with any transfer or exchange
of Notes, other than exchanges pursuant to Section 2.12(c), 2.13 or 11.6 not
involving any transfer.

          (j) The Note Registrar shall not be required (x) to issue, register
the transfer of or exchange any Note during a period beginning at the opening
of business in the City of New York 15 days before the day of the mailing of a
notice of redemption of Notes selected for redemption under Sections 4.2 and
4.3 and ending at the close of business on the day of such mailing or (y) to
issue, register the transfer of or exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note
redeemed in part.

          (k) If Notes are issued upon the transfer, exchange or replacement
of Notes subject to restrictions on transfer and bearing the legends set forth
on the forms of Note attached hereto as Exhibit A-1 and Exhibit A-2, setting
forth such restrictions (collectively, the "Legend"), or if a request is made
to remove the Legend on a Note, the Notes so issued shall bear the Legend, or
the Legend shall not be removed, as the case may be, unless there is delivered
to the Issuer and the Note Registrar such satisfactory evidence, which shall
include an Opinion of Counsel, as may be reasonably required by the Issuer,
that neither the Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A, Rule 144 or Regulation S under the Securities Act or that such Notes are
not "restricted securities" within the meaning of Rule 144 under the
Securities Act. Upon provision of such satisfactory evidence, the Trustee, at
the direction of the Issuer, shall authenticate and deliver a Note that does
not bear the Legend. If a Legend is removed from the face of a Note and the
Note is subsequently held by an Affiliate of the Issuer, the Legend shall be
reinstated.

          (l) None of the Trustee or the Note Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including transfers
between or among participants in the Registered Depositary or beneficial
owners of interest in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with
the express requirements hereof.



                                      27
<PAGE>

          SECTION 2.13 Exchange Offer. Upon occurrence of the Exchange Offer
in accordance with the Registration Rights Agreement or the effectiveness of a
registration statement pursuant to the Securities Act, the Issuer will issue,
and upon receipt of an Issuer Order in accordance with Section 2.3 hereof, the
Trustee shall authenticate, (a) the Exchange Global Note in a principal amount
equal to the principal amount of the beneficial interests in the Rule 144A
Restricted Global Note and the Regulation S Unrestricted Global Note tendered
for exchange in the Exchange Offer or for exchange for Exchange Notes
registered under the registration statement, as the case may be, by Persons
that certify in the applicable letters of transmittal or via the Registered
Depositary's book-entry system that (i) they are not broker-dealers, (ii) they
are not participating in a distribution of Exchange Notes, and (iii) they are
not affiliates (as defined in Rule 144 under the Securities Act) and (b)
Exchange Notes in definitive form in an aggregate principal amount equal to
the principal amount of the Initial Notes in definitive form accepted for
exchange in the Exchange Offer or for exchange for Exchange Notes registered
under the registration statement, as the case may be. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the Rule 144A Restricted Global Note and Regulation S Unrestricted Global
Note to be reduced accordingly, and the Issuer shall execute, and the Trustee
shall authenticate and make available for delivery to the Persons designated
by the holders of Initial Notes in definitive form so accepted, Exchange Notes
in definitive form in the appropriate principal amount.

          SECTION 2.14 Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i)
any mutilated or defaced Note is surrendered to the Trustee, or the Issuer and
the Note Registrar and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Note, and (ii) there is delivered to the
Issuer, the Note Registrar and the Trustee evidence to their satisfaction of
the ownership and authenticity thereof, and such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
notice to the Issuer, the Note Registrar or the Trustee that such Note has
been acquired by a bona fide purchaser, the Issuer shall execute and upon the
Issuer's request the Trustee shall authenticate and make available for
delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Note, a new Note of like tenor, interest rate and principal amount,
bearing a number not then outstanding and registered in the same manner. If,
after the delivery of such new Note, a bona fide purchaser of the original
Note in lieu of which such new Note was issued presents for payment such
original Note, the Issuer and the Trustee shall be entitled to recover such
new Note from the Person to whom it was delivered or any Person taking
therefrom, except a bona fide purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expenses incurred by the Issuer or the Trustee in connection
therewith.

          (b) Notwithstanding the foregoing, in case any such mutilated,
destroyed, lost or stolen Note has become or is about to become due and
payable, the Issuer, upon satisfaction of the conditions set forth in clauses
(i) and (ii) of clause (a) hereof may, instead of issuing a new Note, pay such
Note.

          (c) Upon the issuance of any new Note under this Section 2.14, the
Issuer may require the payment of a sum sufficient to cover any Tax that may
be imposed in relation thereto and any other expenses connected therewith.


                                      28
<PAGE>


          (d) Every new Note issued pursuant to this Section 2.14 in lieu of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

          (e) The provisions of this Section 2.14 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 Notes.

          SECTION 2.15 Payments. (a) The Issuer hereby acknowledges and
confirms that it is and at all times shall remain absolutely and
unconditionally obligated to pay all amounts due and owing by the Issuer
hereunder and under any other Transaction Document, as the same shall become
due and owing. All payments of principal and interest required to be made by
the Issuer hereunder and under the other Transaction Documents shall be made,
pursuant to the terms hereof, by the Issuer to the Trustee by 1:00 p.m. (New
York time) one Business Day prior to the scheduled date therefor (which shall
include, without limitation, any Payment Date). All such payments to the
Trustee shall be made by the Issuer by depositing immediately available funds
in U.S. dollars to the Payment Account provided for herein; provided, however,
that the Issuer's payment obligations to the Trustee hereunder shall not be
satisfied as a result of any transfer funds to the Payment Account from funds
on deposit in the Reserve Account or amounts paid by the Insurer under the
Insurance Policy, to the extent that the Insurer is or may be subrogated to
any right to receive such amounts or any such payment obligations in
connection with a claim for such amounts under the Insurance Policy.

          (b) So long as any of the Notes remain Outstanding, the Issuer will
maintain one or more agents in New York City to whom (i) the Notes may be
presented for payment and (ii) the Notes may be presented for exchange,
transfer, redemption or registration of transfer as provided in this
Indenture. The Issuer may have one or more additional paying agents. Unless
otherwise specified, the Issuer hereby initially designates the Corporate
Trust Office as the office to be maintained by it for each such purpose and
where the Note Register will be maintained. If the Issuer shall fail to so
designate or maintain any such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the Corporate Trust
Office. Principal or interest on any Note that is payable, and punctually paid
or duly provided for, on any Interest Payment Date or the Expected Maturity
Date (as the same may be extended as provided hereunder) or earlier as
provided herein upon any acceleration of the Notes shall be paid to the Person
in whose name that Note (or one or more Predecessor Notes) is registered at
the close of business on the Record Date for such payment. Payment of
principal of and interest on the Notes shall be made at the Place of Payment
(or, if such office is not in the City of New York, at either such office or
an office to be maintained in such city) payable as provided herein. No Notes
need be surrendered in order to receive payment of principal interest or other
amounts as provided herein.

          (c) Subject to the foregoing provisions of this Section 2.15, each
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Note.


                                      29
<PAGE>


          (d) The Trustee shall deliver to each of the Rating Agencies, no
later than 30 calendar days after each Interest Payment Date, a notice
substantially in the form of Exhibit H hereto.

          SECTION 2.16 Taxation. (a) All payments of or in respect of
principal and interest on the Notes and other amounts, if any, hereunder shall
be made free and clear of, and without withholding or deduction for or on
account of, any present or future taxes, duties, assessments or other
governmental charges (or interest on any of the foregoing) of whatsoever
nature (collectively, "Taxes") imposed, levied, collected, withheld or
assessed by, within or on behalf of Brazil or any political subdivision
thereof having power to tax ("Taxing Jurisdiction"), unless such withholding
or deduction is required by law. In that event, the Issuer shall pay such
additional amounts ("Additional Amounts") as may be necessary to ensure that
the amounts received by the Noteholders or the Trustee, as the case may be,
after such withholding or deduction shall equal the respective amounts of
principal and interest that would have been receivable in respect of the Notes
in the case of the Noteholders, or pursuant to Section 8.5, in the case of the
Trustee, in the absence of such withholding or deduction. The Issuer will not,
however, pay any Additional Amounts in connection with any Tax that is imposed
due to any of the following ("Excluded Additional Amounts"):

          (i) the Noteholder or beneficial owner has some connection (present
     or former) with the Taxing Jurisdiction other than merely holding the
     Notes or receiving principal or interest payments on the Notes (such as
     citizenship, nationality, residence, domicile, or existence of a
     business, a permanent establishment, a dependent agent, a place of
     business or a place of management present or deemed present within the
     Taxing Jurisdiction);

          (ii) any tax imposed on, or measured by, net income;

          (iii) the Noteholder or beneficial owner fails to comply with any
     certification, identification or other reporting requirements concerning
     its nationality, residence, identity or connection with the Taxing
     Jurisdiction, if (i) such compliance is required by applicable law,
     regulation, administrative practice or treaty as a precondition to
     exemption from all or a part of the Tax, (ii) the Noteholder or
     beneficial owner is able to comply with such requirements without undue
     hardship and (iii) at least 30 calendar days prior to the first payment
     date with respect to which such requirements under the applicable law,
     regulation, administrative practice or treaty shall apply, the Issuer or
     the Trustee has notified all Noteholders that they will be required to
     comply with such requirements;

          (iv) the Noteholder fails to present (where presentation is
     required) its Note within 30 calendar days after the Issuer has made
     available to the Noteholder a payment of principal or interest, provided
     that the Issuer will pay Additional Amounts which such Noteholder would
     have been entitled to had the Note owned by such Noteholder been
     presented on any day (including the last day) within such 30-day period;

          (v) any estate, inheritance, gift, value added, use or sales taxes
     or any similar Taxes;


                                      30

<PAGE>

          (vi) where any Additional Amounts are imposed on a payment on the
     Notes to an individual and are required to be made pursuant to Council
     Directive 2003/48/EC of the Council of the European Union on the taxation
     of savings income in the form of interest payments (or any European Union
     Directive otherwise implementing the conclusions of the Economic and
     Financial Council of Ministers of the member states of the European Union
     ("ECONFIN") Council Meeting of 26 and 27 November, 2000) or any law
     implementing or complying with, or introduced in order to conform to, any
     such Directive;

          (vii) where the Noteholder or beneficial owner could avoid any
     Additional Amounts by requesting that a payment on the Notes be made by,
     or presenting the relevant Notes for payment to, another Paying Agent
     located in a Member State of the European Union; or

          (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) and
     (vii) above.

          (b) The Issuer will (i) make such withholding or deduction on its
payments of principal and interest on the Notes as required by the relevant
Taxing Jurisdiction and (ii) remit the full amount withheld or deducted to the
relevant taxing authority in accordance with applicable law. Upon written
request from the Trustee, the Issuer will furnish to the Trustee, within five
Business Days after the delivery of such written request, certified copies of
Tax receipts or, if such receipts are not obtainable, documentation reasonably
satisfactory to the Trustee evidencing such payment by the Issuer. Upon
written request of the Noteholders to the Trustee, copies of such receipts or
other documentation, as the case may be, will be made available to the
Noteholders.

          (c) At least 10 Business Days prior to the first Interest Payment
Date for the Notes, and, if there has been any change with respect to the
matters set forth in the below-mentioned certificate at least 10 Business Days
prior to each Interest Payment Date for the Notes, the Issuer shall furnish to
the Trustee an Officer's Certificate instructing the Trustee as to any
circumstances in which payments of principal of or interest on the Notes
(including Additional Amounts) due on such date shall be subject to deduction
or withholding for or on account of any Taxes and the rate of any such
deduction or withholding. The Issuer covenants to indemnify the Trustee and
any other Paying Agents for, and to hold each harmless against, any loss,
liability or expense reasonably incurred without negligence, bad faith or
willful misconduct on their part, arising out of or in connection with actions
taken or not taken by any of them in reliance on any certificate furnished to
them pursuant to this paragraph or the failure to furnish any such
certificate. The obligations of the Issuer under the preceding sentence shall
survive the resignation or removal of the Trustee, the Registrar or any Paying
Agent. Any certificate required by this Section to be provided to the Trustee
and any other Paying Agent shall be deemed to be duly provided if telecopied
to the Trustee and such other Paying Agent. Upon written request from the
Trustee, the Issuer shall provide the Trustee with documentation reasonably
satisfactory to the Trustee evidencing the payment of Taxes in respect of
which the Issuer has paid any Additional Amounts. Copies of such documentation
shall be made available by the Trustee to the Noteholders or the other Paying
Agents, as applicable, upon written request therefor.


                                      31
<PAGE>


          (d) The Issuer will, upon the written request of any Noteholder or
beneficial owner of a Note, indemnify and hold harmless and reimburse such
Noteholder for the amount of any Taxes of any nature imposed by any Taxing
Jurisdiction (other than any such Taxes with respect to Excluded Additional
Amounts for which the Noteholder would not have been entitled to receive
additional amounts pursuant to any of the conditions described in Section
2.16(a)) so imposed on, and paid by, such Noteholder as a result of any
payment of principal or interest on the Note, so that the net amount received
by such Noteholder after such reimbursement would not be less than the net
amount the Noteholder would have received if such Taxes would not have been
imposed or levied and so paid.

          (e) The Issuer shall promptly pay when due any present or future
stamp, administrative, court or documentary taxes or any other excise or
property taxes, charges or similar levies that arise in a Taxing Jurisdiction
from the execution, delivery, enforcement or registration of each Note or any
other document or instrument referred to herein or therein. The Issuer shall
indemnify and make whole the Noteholders for any present or future stamp,
court or documentary taxes or any other excise or property taxes, charges or
similar levies payable by the Issuer as provided in this clause (e) paid by
such Noteholders.

          (f) All references in this Indenture to principal, interest, and
other amounts payable hereunder shall be deemed to include references to any
Additional Amounts payable under this Section with respect to such principal,
interest, or other amounts. The foregoing obligations shall survive any
termination, defeasance or discharge of the Notes and this Indenture.

          (g) If the Issuer shall at any time be required to pay Additional
Amounts to Noteholders pursuant to the terms of this Indenture, the Issuer
will use its reasonable endeavors to obtain an exemption from the payment of
(or otherwise avoid the obligation to pay) the Tax, which has resulted in the
requirement that it pay such Additional Amounts.

          (h) If the Trustee or a Noteholder is entitled to an exemption from
or reduction of Taxes with respect to payments under this Indenture, the
Trustee or such Noteholder (as applicable) shall provide to the Issuer, as
reasonably requested by the Issuer (who shall provide the Trustee or the
Noteholder, as the case may be, the relevant documentation, forms and
instructions prescribed by applicable law), such documentation as will permit
payments under this Indenture to be made without withholding or at a reduced
rate; provided, however, if any documentation or form referred to in this
subsection (h) required the disclosure of information that the Trustee or the
Noteholder, as the case may be, reasonably considers to be confidential, the
Trustee or such Noteholder shall give notice thereof to the Issuer and shall
not be obligated to include in such documentation or form such confidential
information.

          SECTION 2.17 Persons Deemed Owners; Etc. Subject to Section 2.12,
prior to due presentment of a Note for registration of transfer, the Person in
whose name any Note is registered shall be deemed to be the owner of such Note
for the purpose of receiving payment of principal of and interest on such Note
and for all other purposes whatsoever, whether or not such Note be overdue,
regardless of any notice to anyone to the contrary. The Noteholder may grant
proxies and otherwise authorize any Person, including members of, or
participants in, the Registered Depositary and Persons that may hold interests
through such members of, or



                                      32
<PAGE>

participants in, the Registered Depositary, to take any action that a
Noteholder is entitled to take under this Indenture or the Notes.

          SECTION 2.18 Cancellation. All Notes surrendered for payment,
redemption, registration of transfer or exchange or deemed lost or stolen
shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee for cancellation and may not be reissued or sold, unless, in the
case of Notes redeemed by the Issuer, the Issuer (i) procures a person who
purchases the Notes to be redeemed on the relevant date of redemption and at
the relevant redemption price (in which event the Notes may be so resold and
need not be cancelled) or (ii) notifies the Trustee in writing on or prior to
the relevant date of redemption that the Notes so redeemed by the Issuer will
not be cancelled (in which event the Notes may be held by the Issuer pending
resale as provided in clause (i) above and need not be cancelled). The Issuer
may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in
any manner whatsoever. All Notes so delivered shall be promptly cancelled by
the Trustee. No Notes shall be authenticated in lieu of or in exchange for any
Notes cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Notes held by the Trustee shall be held by the
Trustee in accordance with its standard retention policy, unless the Issuer
shall direct by an Issuer Order that they be returned to it.

          SECTION 2.19 Allocation of Principal and Interest. Each payment of
principal of and interest on each Note shall be applied, first, to the payment
of accrued but unpaid interest on such Note (as well as any interest on
overdue principal or, to the extent permitted by applicable Law, overdue
interest) to the date of such payment, second, to the payment of the principal
amount of and interest on such Note then due (including any overdue
installment of principal) thereunder, and third, the balance, if any, to the
payment of the principal amount of such Note remaining unpaid.

          SECTION 2.20 CUSIP and ISIN Numbers. The Issuer in issuing the Notes
may use CUSIP and ISIN numbers (if then generally in use), and, if so, the
Trustee shall use CUSIP and ISIN numbers in notices of redemption as a
convenience to Noteholders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Notes,
and any such redemption shall not be affected by any defect in or omission of
such numbers. The Issuer will promptly notify the Trustee of any initial CUSIP
and/or ISIN numbers and any change in the CUSIP or ISIN numbers

          SECTION 2.21 Noteholder Lists. The Trustee shall preserve in as
current form as is reasonably practicable the most recent list available to it
of the names and addresses of Noteholders and shall otherwise comply with
Section 312(a) of the Trust Indenture Act. If the Trustee is not the Note
Registrar, or to the extent otherwise required under the Trust Indenture Act,
the Issuer shall furnish to the Trustee, in writing at least seven Business
Days before each Interest Payment Date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Noteholders, and the
Issuer shall otherwise comply with Section 312(a) of the Trust Indenture Act.


                                      33
<PAGE>

                                 ARTICLE III

                           ESTABLISHMENT OF ACCOUNTS

          SECTION 3.1 Establishment and Administration of Payment Account. (a)
On the Closing Date, the Trustee shall establish and, until the Notes and all
accounts due in respect thereof have been paid in full, maintain a special
purpose non-interest bearing trust account (the "Payment Account") into which
all payments required to be made by the Issuer under or with respect to the
Notes shall be deposited. The Issuer agrees that the Payment Account shall be
maintained in the name of the Trustee and under its sole dominion and control
(acting on behalf of the Noteholders) and used solely to make payments of
principal, interest and other amounts from time to time due and owing on, or
with respect to, the Notes. No funds contained in the Payment Account shall be
used for any other purpose or in any manner not expressly provided for herein
nor shall the Issuer or any other Person have an interest therein or amounts
on deposit therein.

          (b) The Trustee shall apply all such amounts as from time to time
are on deposit in the Payment Account to all such amounts as are due to the
Noteholders pursuant to this Indenture or otherwise. All such amounts shall be
applied ratably, without preference or priority of any kind among Noteholders,
in accordance with this Indenture.

                                  ARTICLE IV

                                  REDEMPTION

          SECTION 4.1 Mandatory Redemption. The Issuer shall be required to
mandatorily redeem the Notes on the Expected Maturity Date (as the same may be
extended as provided in Section 2.6 or earlier upon any acceleration thereof
in accordance with this Indenture) by making a payment to the Trustee, on
behalf of the Noteholders, equal to the principal amount of the Notes
Outstanding together with all accrued but unpaid interest thereon and other
amounts then due and payable under the terms of the Notes and this Indenture.

          SECTION 4.2 Optional Redemption in the Event of Change in Tax
Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a
whole, but not in part, in accordance with this Section 4.2 (the "Early Tax
Redemption") at any time upon the giving of notice as provided in Section 4.4,
if (i) the Issuer certifies to the Trustee immediately prior to the giving of
such notice that it has or will become obligated to pay Additional Amounts in
excess of the Additional Amounts which the Issuer could be obligated to pay if
payments of interest under the Notes were subject to withholding or deduction
at a rate in excess of 15% with respect to the Notes as a result of any
generally applicable change in or amendment to the laws or regulations of a
Taxing Jurisdiction, or any generally applicable change in the application or
official interpretation of such laws or regulations, which change or
amendment, in each case, becomes effective after the date of original issuance
of any of the Notes and (ii) such obligation cannot be



                                      34
<PAGE>

avoided by the Issuer taking reasonable measures available to it; provided,
however, that no such notice of redemption shall be given within 60 calendar
days of the earliest date on which the Issuer would be obligated to pay such
Additional Amounts, if a payment in respect of the Notes were then due. Prior
to the giving of any notice of redemption of the Notes pursuant to this
Section 4.2, the Issuer shall deliver to the Trustee an Officer's Certificate,
stating that the Issuer is entitled to effect such a redemption pursuant to
this Indenture, and setting forth in reasonable detail a statement of the
facts giving rise to such right of redemption. Concurrently, the Issuer will
deliver to the Trustee a written Opinion of Counsel, in form and substance
satisfactory to the Trustee, stating, among other things, that the Issuer has
become obligated to pay such Additional Amounts as a result of a change or
amendment described in this Section 4.2 and that the Issuer cannot avoid
payment of such Additional Amounts by taking reasonable measures available to
it and that all Governmental Approvals necessary for the Issuer to effect such
redemption have been obtained and are in full force and effect or specifying
any such necessary approvals that as of the date of such opinion have not been
obtained.

          (b) In the event the Issuer determines to redeem the Notes as
permitted hereunder, the Issuer shall be required to specify in its notice the
proposed date of redemption (the "Early Tax Redemption Date") and shall pay to
the Trustee (on behalf of the Noteholders) on the Early Tax Redemption Date an
amount equal to the sum of (i) the aggregate principal amount of the Notes
that are then Outstanding, (ii) all accrued but unpaid interest on the Notes
at the applicable Note Rate through and excluding the Early Tax Redemption
Date and (iii) all other amounts then due on the Notes as provided in this
Indenture or the Notes (collectively, the "Early Tax Redemption Price"). The
Notes shall not be deemed repaid and cancelled unless and until the Trustee
shall have received in the Payment Account the Early Tax Redemption Price.

          (c) For purposes of this Section 4.2 and notwithstanding anything to
the contrary under the terms of this Indenture, the Notes or the Guaranty, any
payment made by the Issuer to the Guarantor with respect to a Note or the
Guaranty shall constitute or be deemed to constitute a payment of other than
(i) Additional Amounts or (ii) taxes, duties, assessments or other
governmental charges whatsoever imposed by a Taxing Jurisdiction.

          SECTION 4.3 Other Optional Redemption. (a) The Issuer or, at the
option of the Issuer, any Person designated by the Issuer, may redeem or
repurchase the Notes in whole, but not in part, in accordance with this
Section 4.3 (the "Early General Redemption) at any time upon the giving of
notice as provided in Section 4.4; provided that, if the Issuer so elects, the
Issuer may, in lieu of redeeming the Notes, procure that any Person designated
by the Issuer purchases such Notes on the date and price specified in this
Section 4.3. Notwithstanding any arrangements between the Issuer and such
Person to redeem or repurchase the Notes as set forth above, the Issuer shall
remain obligated to redeem or repurchase the Notes pursuant to this Section
4.3 that are not withdrawn in the event that any such Person does not redeem
or repurchase the Notes.

          (b) In the event the Issuer determines to redeem the Notes as
permitted under this Section 4.3, the Issuer shall be required to specify in
its notice the proposed date of redemption determined pursuant to Section 4.4
(the "Early General Redemption Date") and shall pay to the Trustee (on behalf
of the Noteholders) on the Early General Redemption Date an amount equal to
the sum of (i) the aggregate principal amount of the Notes that are then
Outstanding, (ii) a


                                      35
<PAGE>

Make-Whole Premium (calculated by the Issuer as of the Early General
Redemption Date and confirmed by the Trustee) and (iii) all accrued but unpaid
interest on the Notes at the applicable Note Rate through and excluding the
Early General Redemption Date and all other amounts then due and payable on or
with respect thereto (collectively, the "Early General Redemption Price"). The
Notes shall not be deemed repaid and cancelled unless and until the Trustee
shall have received in the Payment Account the Early General Redemption Price.

          SECTION 4.4 Notice of Redemption. (a) Notice of redemption
contemplated by Sections 4.2 and 4.3 shall be given by the Issuer by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the proposed Early General Redemption Date or the proposed Early
Tax Redemption Date, as the case may be, to each Noteholder, at its address
appearing in the Note Register. All notices of redemption shall state:

          (i) the proposed date and type of the redemption;

          (ii) the applicable redemption price;

          (iii) the names and addresses of the Paying Agents;

          (iv) that Notes called for redemption must be surrendered to a
     Paying Agent to collect the applicable redemption price;

          (v) that, once the redemption price has been paid with respect the
     Notes, interest, if any, thereon shall cease to accrue from and after
     said date; and

          (vi) the CUSIP number, if any.

          (b) In the event that on the date for redemption specified pursuant
to Section 4.4 (a)(i) hereof, an Expropriation Event or Inconvertibility Event
has occurred that prohibits the Issuer or the Guarantor from paying the
redemption price to the Trustee, the redemption notice provided under this
Section 4.4 shall be deemed to be withdrawn and neither the Issuer nor the
Guarantor shall be obligated to pay the redemption price on such date.

          SECTION 4.5 Deposit of Redemption Price. At least one Business Day
prior to any Early General Redemption Date or Early Tax Redemption Date, as
the case may be, the Issuer shall deposit with the Trustee an amount of money
sufficient to pay the Early General Redemption Price or the Early Tax
Redemption Price, as applicable, of all the Notes. The Issuer will cause the
bank through which payment on the Notes is to be made to deliver to the Paying
Agent and Trustee by 1:00 p.m. New York time, one Business Day prior to the
due date for such irrevocable confirmation (by tested telex, facsimile or
authenticated Swift MT 100 Message) of its intention to make such payment. At
least one Business Day prior to any Early General Redemption Date or Early Tax
Redemption Date, as the case may be, the Issuer will provide to the Paying
Agent a notice regarding the payment by the Issuer to the Paying Agent of the
Early General Redemption Price or the Early Tax Redemption Price, as
applicable.

          SECTION 4.6 Notes Payable on Redemption Date. Notice of Early
General Redemption or Early Tax Redemption having been given as aforesaid, the
Notes so to be redeemed shall, on the Early General Redemption Date or the
Early Tax Redemption Date, as the



                                      36
<PAGE>

case may be, become due and payable at the Early General Redemption Price or
the Early Tax Redemption Price, as applicable, therein specified and from and
after such date (unless the Issuer shall default in the payment of the Early
General Redemption Price or the Early Tax Redemption Price, as applicable)
such Notes shall cease to bear interest. Upon surrender of such Notes for
redemption in accordance with the notice, such Notes shall be paid by the
Issuer at the Early General Redemption Price or the Early Tax Redemption
Price, as applicable. Installments of interest due on or prior to the Early
Redemption Date or the Early Tax Redemption Date shall be payable to the
Noteholders registered as such on the relevant Record Dates. If any Note
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid, bear interest from the Early
General Redemption Date or the Early Tax Redemption Date, as applicable, at
the Note Rate.

          SECTION 4.7 Open Market Purchases. The Issuer and the Guarantor, and
each of their respective Affiliates, may at any time purchase any Notes in the
open market or otherwise at any price; provided that, in determining whether
Noteholders holding any requisite principal amount of Notes have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Issuer, the Guarantor and each of their
respective Subsidiaries or Affiliates shall be deemed not Outstanding for
purposes thereof. All Notes purchased by the Issuer or the Guarantor or any of
their respective Affiliates may, at the option of the Issuer or the Guarantor,
continue otherwise to be Outstanding or be cancelled.



                                  ARTICLE V
                           CREDIT AND OTHER SUPPORT

          SECTION 5.1 Guaranty. The Issuer and the Trustee hereby acknowledge
that the purpose and intent of the Guarantor in providing the Guaranty is to
give effect to the agreement of the Guarantor, from time to time upon the
receipt of a specified notice from the Trustee in substantially the form of
Exhibit E to this Indenture that the Issuer has failed to make the required
payments under the Notes and this Indenture, to guarantee the payment of any
such amounts due by the Issuer under the Notes and this Indenture, whether
such amounts are in respect of principal, interest or any other amounts
(including Additional Amounts). Each such notice shall be delivered by the
Trustee to the Guarantor no later than 5:00 p.m. (New York time) on the
Business Day prior to each Payment Date to the extent that the Issuer has
failed to make any payment hereunder in accordance with the provisions of
Section 2.14(a) hereof by 1:00 p.m. (New York time) the Business Day before
such Payment Date. The Trustee shall promptly deposit in the Payment Account
any funds it receives from the Guarantor under or pursuant to the Guaranty.

          SECTION 5.2 Establishment and Administration of Reserve Account. (a)
On the Closing Date, the Trustee shall establish a segregated non-interest
bearing trust account (the "Reserve Account") with The Bank of New York for
the benefit of the Noteholders. All of the proceeds of a drawing on any Letter
of Credit shall, pursuant to the terms hereof and thereof, be required to be
deposited in the Reserve Account when, as and if a drawing is made on any such


                                      37
<PAGE>

Letter of Credit pursuant to Section 5.3(a) hereof and the terms thereof. The
Issuer agrees that, pending any deposits therein as provided for herein, the
Reserve Account shall be maintained in the name of the Trustee and under its
sole dominion and control (acting on behalf of the Noteholders) and used
solely to make payments of principal, interest and other amounts from time to
time due and owing on, or with respect to, the Notes. No funds contained in
the Reserve Account shall be used for any other purpose or in any manner not
expressly provided for herein nor shall the Issuer or any other Person have
any right of withdrawal or any other interest therein or in any Permitted
Investments purchased pursuant to Section 5.2(b) or any proceeds thereof. The
Issuer shall be required to maintain in the Reserve Account an amount which,
together with the amount available under any Letters of Credit, is equal to
the Required Amount.

          (b) So long as no Default or Event of Default shall have occurred
and be continuing (i) the amounts on deposit in the Reserve Account shall be
invested by the Trustee in Permitted Investments as directed by the Issuer in
writing; provided, however, that all Permitted Investments purchased by the
Trustee during any Interest Period must mature no later than two Business Days
prior to the next succeeding Interest Payment Date occurring after the
investment of such amounts; and (ii) interest earned on Permitted Investments
deposited in the Reserve Account shall be paid on the ninth calendar day of
each month (or if such calendar day is not a Business Day, the next succeeding
Business Day following such calendar day), to the extent that cash is on
deposit in the Reserve Account on such date, to an account specified by the
Issuer. On the Closing Date, the Issuer shall provide account details for the
payments mentioned in clause (ii) above which shall remain valid until the
Final Maturity Date unless the Issuer informs the Trustee in writing
otherwise. Upon the occurrence and during the continuance of a Default or an
Event of Default, all interest earned on amounts on deposit in the Reserve
Account shall be retained by the Trustee in the Reserve Account and all such
interest shall be available to the Trustee to make any payment of principal,
interest and/or other amounts due under the Notes and this Indenture. The
Trustee shall, within two Business Days after the Trustee receives written
notice thereof, notify the Issuer in writing (with a copy of such notice to
each of the Rating Agencies) of the occurrence of any decrease in the rating
of any Permitted Investment of the type referred to in clauses (ii) and (iv)
thereof to a level below "P-1" by Moody's, "A-1" by S&P and "F-1" by Fitch (if
rated by Fitch).

          (c) The Trustee shall promptly deposit in the Reserve Account any
and all amounts received from the Insurer as payment under the Insurance
Policy.

          (d) If a Default or Event of Default shall have occurred and be
continuing or the Trustee shall not have received any direction in writing
from the Issuer as to the Permitted Investments to be purchased as provided in
Section 5.2(b), all amounts on deposit in the Reserve Account will be invested
by the Trustee in investments of the type described in clause (vi) of the
definition of Permitted Investments.

          (e) On each Reserve Account Transfer Date during the continuance of
an Inconvertibility Event or an Expropriation Event where the Issuer and the
Guarantor have certified to the Trustee in writing that they are unable to
satisfy their payment obligations under this Indenture, the Notes and the
Guaranty, as applicable and where the funds on deposit in the Payment Account
are insufficient to pay all accrued and unpaid interest due on the Notes on
such Payment Date the Trustee shall withdraw from the Reserve Account and pay
to the Payment


                                      38
<PAGE>

Account, to the extent that funds are available therefor, an amount equal to
the amount of accrued and unpaid interest due on the Notes on such Reserve
Account Transfer Date less any amounts on deposit in the Payment Account
therefor on such Reserve Account Transfer Date.

          (f) During the continuance of an Inconvertibility Event or an
Expropriation Event where the Issuer and the Guarantor have certified to the
Trustee in writing that they are unable to make payments of amounts due from
time to time to the Trustee, in respect of fees (but not expenses) as set
forth in Section 8.5, the Trustee shall, on the date such payment shall become
due, withdraw from the Reserve Account and pay to itself an amount equal to
such compensation then due to the Trustee and the Paying Agent under this
Indenture; provided, however, that the Trustee shall not be entitled to
withdraw from the Reserve Account more than US$5,000 during any Interest
Period (the "Fees Reserve Allowance") to pay the amounts specified under this
Section 5.2(f).

          (g) Upon the Issuer and the Guarantor having satisfied their
obligations under the Registration Rights Agreement in respect of the Notes,
the Trustee shall, (i) upon the receipt of an Officer's Certificate from both
the Issuer and the Guarantor certifying to the registration of the Notes under
the Securities Act and the satisfaction of their obligations under the
Registration Rights Agreement, and (ii) so long as no Default or Event of
Default is continuing, withdraw from the Reserve Account and pay to the Issuer
all amounts, if any, on deposit in the Reserve Account (together with all
amounts available under any Letters of Credit after giving effect to any
reduction in any such Letter of Credit made pursuant to Section 5.3(c))
representing the amount described in clause (ii) of the definition of Required
Amount.

          (h) Upon the voluntary cancellation of the Insurance Policy by the
Trustee at the request of the Issuer in accordance with Section 8.3(a) of the
Insurance Policy and Section 5.4(d) hereof and so long as no Default or Event
of Default is continuing, the Trustee shall withdraw from the Reserve Account
and pay to the Issuer, within two Business Days from the date such
cancellation becomes effective, all funds on deposit in the Reserve Account
and shall terminate the Reserve Account or cause the Reserve Account to be
terminated.

          (i) The Issuer and the Guarantor shall deposit funds in the Reserve
Account within five Business Days of the cessation of the Inconvertibility
Event or the Expropriation Event, or otherwise, so that the aggregate amount
then deposited in the Reserve Account shall be sufficient to increase the
amounts then on deposit therein (together with all amounts available under any
Letters of Credit) to the Required Amount.

          (j) If, upon the involuntary termination or cancellation of the
Insurance Policy as contemplated by Section 7.1(m), the Issuer or the
Guarantor deposits additional funds on the Reserve Account and thereafter
replaces the terminated or cancelled Insurance Policy with a comparable
insurance policy in accordance with clause (y) of Section 7.1(m), the Trustee
shall release from the Reserve Account and pay to the Issuer, within five
Business Days from the date such comparable insurance policy becomes
effective, any such additional funds deposited by the Issuer or the Guarantor
on the Reserve Account.

          (k) Upon all obligations on the Notes and this Indenture being
satisfied in full and this Indenture being terminated, the Trustee shall
release from the Reserve Account and


                                      39
<PAGE>

promptly pay to the Issuer any funds then on deposit in the Reserve Account
and shall terminate the Reserve Account or cause the Reserve Account to be
terminated.

          (l) (i) In the event that the Issuer wishes to replace amount on
     deposit in the Reserve Account with a Letter of Credit, the Issuer shall
     submit a draft of such Letter of Credit to the Trustee not less than two
     Business Days prior to the proposed delivery thereof.

          (ii) On the date that such executed Letter of Credit is delivered,
     the Issuer shall deliver, or cause to be delivered an executed Letter of
     Credit in the form supplied to the Trustee in subsection (i) above.

          (iii) Upon receipt of the executed Letter of Credit as specified in
     subsection (ii) above, the Trustee shall, on the next Business Day after
     such receipt, release from the Reserve Account and pay to the Issuer an
     amount equal to the amount available under any such Letter of Credit
     delivered in accordance with subsection (ii) above; provided, that if the
     executed Letter of Credit submitted to the Trustee in accordance with
     subsection (ii) above is received by the Trustee after 4:00 p.m. (New
     York time) on any Business Day such Letter of Credit shall be deemed to
     have been received on the next Business Day after such receipt.

          SECTION 5.3 Letters of Credit. (a) The Trustee shall be required to
draw upon any Letter of Credit:

          (i) in full

               (A) promptly, but in any event within one Business Day after
          the Trustee receives written notice that any of Moody's, S&P or
          Fitch has either withdrawn the long term debt rating of the issuer
          of such Letter of Credit or lowered such rating to below "A1", "A+"
          and "A+", respectively; or

               (B) on the tenth Business Day prior to the stated expiry of
          such Letter of Credit in connection with its terms, if the issuer of
          such Letter of Credit shall have notified the Trustee of its
          intention to not renew or replace such Letter of Credit prior to its
          expiry and neither the Issuer nor the Guarantor shall have caused a
          replacement Letter of Credit to be delivered to the Trustee prior to
          such tenth Business Day; or

          (ii)(A) an amount equal to the amount of accrued and unpaid interest
     on the Notes three Business Days prior to the relevant Reserve Account
     Transfer Date plus an amount equal to the Fees Reserve Allowance and less
     any amounts on deposit in the Payment Account and the Reserve Account
     therefor on such day (which such amount shall be determined by the Issuer
     and the Guarantor as specified in an Officer's Certificate from both the
     Issuer and the Guarantor furnished to the Trustee no sooner than ten
     Business Days but no less than five Business Days prior to such drawing
     date; provided, however, that if no such Officer's Certificate is
     received by the Trustee, the Trustee shall be required to draw upon each
     Letter of Credit in full) on the third Business Day prior to each Reserve
     Account Transfer Date related to any Payment Date occurring


                                      40
<PAGE>

     during the continuation of an Inconvertibility Event or an Expropriation
     Event where the funds on deposit in the Payment Account on such second
     Business Day prior to such Reserve Account Transfer Date are insufficient
     to pay all accrued and unpaid interest due on the Notes on the last
     Business Day of the Grace Period on which such funds are due; and

          (B) to the extent that more than one Letter of Credit is outstanding
     on any drawing date as set forth in Section 5.3(a)(ii)(A) above, the
     Trustee shall, in relation to a drawing made under Section 5.3(a)(ii)(A),
     draw from each such Letter of Credit in an amount which is equal to the
     pro-rata portion (based on the then outstanding amounts of all such
     Letters of Credit) of the amounts required to be drawn under Section
     5.3(a)(ii)(A); provided, however, that if the issuer of any Letter of
     Credit fails to pay any amount due under such Letter of Credit by 10:00
     a.m. (New York time) on the day after any request for drawing has been
     made pursuant to Section 5.3(a)(ii)(A), the Trustee shall draw on each
     other Letter of Credit in the manner specified in this subsection (B) for
     the unpaid balance of amounts drawn under this Section 5.3(a)(ii).

          (b) The Trustee shall initially deposit all of the proceeds from any
drawing under each Letter of Credit into the Reserve Account. All withdrawals
from the Reserve Account shall be made strictly in accordance with the
provisions of Section 5.2 hereof.

          (c) Notwithstanding the provisions of Section 5.3(a)(i)(B) hereof,
in the event that the Trustee receives notice from the Issuer, the Guarantor
and the Insurer that the coverage provided by the Insurance Policy is to be
voluntarily cancelled as of any date as set forth in Section 5.4(d) hereof and
so long as no Default or Event of Default is then in effect or continuing, the
Trustee shall allow each Letter of Credit to expire in accordance with its
terms without drawing on such Letter of Credit, if such Letter of Credit
expires on or after the date specified by the Issuer, the Guarantor and the
Insurer for such voluntary cancellation of coverage. Additionally, upon the
Issuer and the Guarantor having satisfied their obligations under the
Registration Rights Agreement in respect of the Notes, the Trustee shall (at
the request of the Issuer) and (i) upon the receipt of an Officer's
Certificate from both the Issuer and the Guarantor certifying to the
registration of the Notes under the Securities Act and the satisfaction of
their obligations under the Registration Rights Agreement, and (ii) so long as
no Default or Event of Default is in effect or continuing, exchange the then
current Letter of Credit for a new or replacement Letter of Credit in an
amount (together with all amounts then on deposit in the Reserve Account after
giving effect to any reduction in such account pursuant to Section 5.2 (g))
equal to the Required Amount (less any amounts described in clause (iii) of
the definition of Required Amount).

          (d) Within five Business Days of the cessation of an
Inconvertibility Event or an Expropriation Event, or otherwise, the Issuer
shall replace the then existing Letter of Credit (or amend the existing Letter
of Credit) with an equivalent Letter of Credit so that the aggregate amount
available under any Letter of Credit shall be (together with all amounts on
deposit in the Reserve Account after giving effect to any deposit on such
account pursuant to Section 5.2(i)) equal to the Required Amount.


                                      41


<PAGE>


          SECTION 5.4 The Insurance Policy. (a) The Trustee acknowledges that
the Issuer and the Guarantor have secured the Insurance Policy to initially
provide limited insurance against the inability of the Issuer or the Guarantor
to convert Reais into U.S. dollars and transfer any U.S. dollars to the
Trustee in satisfaction of amounts to be paid by it under this Indenture and
the Notes or the Guaranty, as the case may be. The Issuer hereby confirms that
the premium for the Insurance Policy has been paid by the Issuer on or prior
to the Closing Date. In addition, the Trustee and the Issuer acknowledge that
the Insurance Policy provides similar protection for any inability of the
Trustee to convert any Reais amounts received by, without limitation, the
Trustee in satisfaction of the Issuer's obligations under this Indenture and
the Notes or the Guarantor's obligations under the Guaranty, as the case may
be, including any Reais amounts received in connection with any insolvency or
similar proceedings involving the Issuer or the Guarantor or any enforcement
of this Indenture and the Notes against the Issuer or the Guaranty against the
Guarantor.

          (b) The Trustee agrees to give written notice to the Insurer in
substantially the form of Exhibit F hereto of the occurrence of (i) any
failure by the Issuer to make any payment on or in respect of the Notes
required under this Indenture and a failure of the Guarantor to make any
payment on or in respect of its obligations under the Guaranty, (ii) the
occurrence of any Default or Event of Default, or (iii) the occurrence of an
Inconvertibility Event or an Expropriation Event. Upon receipt from the
Insurer of amounts payable under the Insurance Policy, the Trustee shall hold
such amounts in trust in the Payment Account for use in making any required
payments of principal, interest and other amounts due under this Indenture.

          (c) The Trustee shall give all notices, make all filings and take
all actions required of it pursuant to the terms of the Insurance Policy
including, without limitation, the filing of a claim with the procedures and
subject to the time limitations set forth in Article VII of the Insurance
Policy. In connection with its satisfaction of its obligations hereunder and
under the Insurance Policy, the Trustee shall request, under the terms of the
Indenture, the Guaranty and the Insurance Side Agreement, that the Guarantor
and the Issuer provide all such information and take all such actions as are
required to ensure the continued enforceability of the Insurance Policy, and
in connection with the submission of any claim thereunder and the satisfaction
of any requirement provided therein.

          (d) At any time on or after the third anniversary of the Closing
Date and so long as no Default or Event of Default has occurred and is
continuing, the Trustee, at the direction of the Issuer, may cancel the
Insurance Policy upon the receipt of confirmation from each of Moody's, S&P
and Fitch that its then current rating of the Notes is at least "A3", "A-" and
"A-", respectively and that such ratings will not be lowered or withdrawn as a
result of such cancellation. The Trustee shall effect such cancellation by
submission to the Insurer of the appropriate notice as specified in Section
8.3(a) of the Insurance Policy. Any such cancellation that occurs after the
third anniversary of the Closing Date shall be deemed effective as of the
immediately succeeding anniversary of the Closing Date provided that the
ratings set forth above are still effective as of such immediately succeeding
anniversary of the Closing Date. The Trustee shall, at the request of the
Issuer, make all such applications and submit all such documents as the Issuer
shall reasonably request to comply with the provisions of Section 8.3(a) of
the Insurance Policy. Upon the Insurer making any payment to the Trustee
pursuant to Section 8.3(a) of the Insurance Policy, the Trustee shall, so long
as no Default or Event of


                                      42


<PAGE>


Default has occurred and is continuing, direct the Insurer to pay all such
amounts due to the Trustee to the Issuer and pay any amounts so received by
the Insurer to the Issuer within two Business Days after receipt thereof.

          (e) The issuer shall deliver notice to the Rating Agencies of any
amendment or waiver to the Insurance Policy or the Insurance Side Agreement
prior to the execution of such amendment or waiver to the Insurance Policy or
Insurance Side Agreement.

                                  ARTICLE VI

                                   COVENANTS

          For so long as the Notes remain outstanding or any amount remains
unpaid on such Notes under this Indenture, the Issuer will, and will cause
each of its Subsidiaries to, comply with the terms and covenants set forth
below (except as otherwise provided in a duly authorized amendment to this
Indenture as provided herein).

          SECTION 6.1 Payment of Principal and Interest. The Issuer will duly
and punctually pay all principal, interest and other amounts (including
Additional Amounts) owed by it.

          SECTION 6.2 Performance Under the Transaction Documents. The Issuer
will agree to duly and punctually perform, comply with and observe all
obligations and agreements to be performed by it under the terms of the
Transaction Documents.

          SECTION 6.3 Maintenance of Corporate Existence. The Issuer will, and
will cause each of its Subsidiaries to, (i) maintain in effect its corporate
existence and all registrations necessary therefor except as otherwise
permitted by Section 6.15 and (ii) take all actions to maintain all rights,
privileges, titles to property, franchises and the like necessary or desirable
in the normal conduct of its business, activities or operations; provided that
this Section 6.3 shall not require the Issuer to maintain or cause any
Subsidiary thereof to maintain any such right, privilege, title to property,
franchise or the like or require the Issuer to preserve the corporate
existence of any Subsidiary, if the failure to do so does not, and will not,
have a Material Adverse Effect.

          SECTION 6.4 Maintenance of Properties. The Issuer will, and will
cause each of its Subsidiaries to, maintain and keep in good condition, repair
and working order (normal wear and tear excepted) all its property used or
useful in the conduct of its or its Subsidiaries businesses and will, and will
cause each of its Subsidiaries to, make all necessary repairs, renewals,
replacements and improvements thereof, all as in the judgment of the Issuer
shall be necessary to conduct properly at all times the business carried on in
connection therewith; provided that this Section 6.4 shall not require the
Issuer to maintain or cause any Subsidiary thereof to maintain any of such
right, privilege, title to property or franchise if the failure to do so does
not and will not, have a Material Adverse Effect.

          SECTION 6.5 Compliance With Laws. The Issuer will comply, and will
cause its Subsidiaries to comply, at all times with all applicable Laws of any
Governmental Authority


                                      43


<PAGE>


having jurisdiction over the Issuer, the Issuer's business or any of the
transactions contemplated herein, except where the failure to comply would not
have a Material Adverse Effect.

          SECTION 6.6 Maintenance of Government Approvals. The Issuer will,
and will cause its Subsidiaries to, duly obtain and maintain in full force and
effect all Government Approvals, consents or licenses of any Governmental
Authority which are necessary under the laws of Brazil or any other
jurisdiction having jurisdiction over the Issuer or necessary in all cases for
the Issuer to perform its obligations under the Transaction Documents
(including, without limitation, any authorization required to obtain and
transfer U.S. dollars or any other currency, which at that time is legal
tender in the United States, out of Brazil, in connection with this Indenture,
the Notes and the Guaranty) or for the validity or enforceability of any
thereof, except where the failure to do so would not have a Material Adverse
Effect.

          SECTION 6.7 Payments of Taxes and Other Claims. The Issuer will, and
will cause each of its Subsidiaries to, pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (i) all Taxes,
assessments and governmental charges levied or imposed upon the Issuer or such
Subsidiary, as the case may be, and (ii) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Issuer or such Subsidiary, as the case may be; provided,
however, that this Section 6.7 shall not require the Issuer to, or cause any
Subsidiary thereof to, pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity
is being contested in good faith and, if appropriate, by appropriate legal
proceedings or where the failure to do so would not have a Material Adverse
Effect.

          SECTION 6.8 Maintenance of Insurance. The Issuer will, and will
cause each of its Subsidiaries to, maintain insurance with insurance companies
that the Issuer and its Subsidiaries reasonably believe to be financially
sound, in such amounts and covering such risks as are usually covered by
companies engaged in similar businesses and owning and/or operating properties
or facilities similar to those owned and/or operated by the Issuer or its
Subsidiaries, as the case may be, in the same general locations in which the
Issuer and its Subsidiaries own and/or operate their properties or facilities.

          SECTION 6.9 Maintenance of Books and Records. The Issuer shall, and
shall cause each of its Subsidiaries to, maintain books, accounts and records
in all material respects in accordance with applicable law.

          SECTION 6.10 Maintenance of Office or Agency. So long as any of the
Notes are Outstanding, the Issuer will maintain in the Borough of Manhattan,
The City of New York, an office or agency where notices to and demands upon
the Issuer in respect of this Indenture and the Notes may be served. Initially
this office will be at the offices of CT Corporation System located at 111
Eighth Avenue, New York, New York 10011 and the Issuer will not change the
designation of such office without prior notice to the Trustee and designation
of a replacement office in the same general location. If at any time the
Issuer shall fail to maintain any required office or agency or shall fail to
furnish the Trustee with the address thereof, all presentations, surrenders,
notices and demands may be served at the Corporate Trust Office and the Issuer
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


                                      44


<PAGE>


          SECTION 6.11 Ranking. The Issuer will ensure that the Notes will at
all times constitute general unsecured and unsubordinated obligations of the
Issuer and will rank pari passu, without any preferences among themselves,
with all other present and future unsecured and unsubordinated obligations of
the Issuer (other than obligations preferred by statute or by operation of
law).

          SECTION 6.12 Reserved.

          SECTION 6.13 Notice of Defaults and Events of Default. The Issuer
will give notice to the Trustee, as soon as is practicable and in any event
within ten calendar days after the Issuer becomes aware, or should reasonably
become aware, of the occurrence of any Default or any Event of Default,
accompanied by an Officer's Certificate of the Issuer setting forth the
details thereof and stating what action that the Issuer proposes to take with
respect thereto.

          SECTION 6.14 Notice of Expropriation or Inconvertibility Events. The
Issuer will give notice to the Trustee, as soon as is practicable and in any
event within five Business Days after the Issuer becomes aware of any action
taken by the Brazilian government that could give rise to an Expropriation
Event or an Inconvertibility Event; provided, however, that if an
Inconvertibility Event or an Expropriation Event has occurred in the five
Business Days preceding a Payment Date that limits or restricts the ability of
the Issuer or the Guarantor to convert Reais into U.S. dollars or transfer
U.S. dollars outside of Brazil in satisfaction of its obligations under the
Transaction Documents, the Issuer shall give notice to the Trustee of such
event promptly and in any event not later than the Business Day prior to such
Payment Date; and provided further that, if any of such events occurs on a
Payment Date, the Issuer shall give notice of such event no later than on such
Payment Date.

          SECTION 6.15 Limitation on Consolidation, Merger, Sale or
Conveyance. (i) the Issuer will not, in one or a series of transactions,
consolidate or amalgamate with or merge into any corporation or convey, lease
or transfer all or substantially all of its properties, assets or net sales to
any person (other than a Subsidiary of the Issuer or the Guarantor) or permit
any Person (other than a Subsidiary of the Issuer or the Guarantor) to merge
with or into it unless:

          (A) either the Issuer is the continuing entity or the Person formed
     by such consolidation or into which the Issuer is merged or that acquired
     or leased such property or assets of the Issuer (the "Successor Company")
     will be a company organized and validly existing under the laws of Brazil
     or the United States and shall assume (jointly and severally with the
     Issuer unless the Issuer shall have ceased to exist as part of such
     merger, consolidation or amalgamation), by a supplemental indenture (the
     form and substance of which shall be previously approved by the Trustee),
     all of the Issuer's obligations on the Notes and under this Indenture;

          (B) the Successor Company (jointly and severally with the Issuer
     unless the Issuer shall have ceased to exist as a result of such merger,
     consolidation or amalgamation) agrees to indemnify each Noteholder
     against any tax, assessment or governmental charge thereafter imposed on
     such Noteholder solely as a consequence of such consolidation, merger,
     conveyance, transfer or lease with respect to the payment of principal
     of, or interest on, the Notes;


                                      45


<PAGE>


          (C) immediately after giving effect to the transaction, no Event of
     Default, or Default has occurred and is continuing;

          (D) the Issuer has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that the transaction and the
     supplemental indenture, if applicable, comply with this Indenture and
     that all conditions precedent provided for in this Indenture and relating
     to such transaction have been complied with; and

          (E) the Issuer shall have delivered notice of any such transaction
     to the Rating Agencies (which notice shall contain a description of such
     merger, consolidation or conveyance).

          (ii) Notwithstanding anything to the contrary in the foregoing, so
long as no Default or Event of Default under this Indenture or the Notes shall
have occurred and be continuing at the time of such proposed transaction or
would result therefrom:

          (A) the Issuer may merge or consolidate with or into, or convey,
     transfer, lease or otherwise dispose of assets to a Subsidiary of the
     Issuer or the Guarantor in cases when the Issuer is the surviving entity
     in such transaction and such transaction would not have a Material
     Adverse Effect on the Issuer and its Subsidiaries taken as a whole, it
     being understood that if the Issuer is not the surviving entity, the
     Issuer shall be required to comply with the requirements set forth in
     clause (i) above; or

          (B) any Subsidiary of the Issuer may merge or consolidate with or
     into, or convey, transfer, lease or otherwise dispose of assets to, any
     person in cases when such transaction would not have a Material Adverse
     Effect on the Issuer and its Subsidiaries taken as a whole; or

          (C) any Subsidiary of the Issuer may merge or consolidate with or
     into, or convey, transfer, lease or otherwise dispose of assets to, any
     other Subsidiary of the Issuer or the Guarantor; or

          (D) any Subsidiary of the Issuer may liquidate or dissolve if the
     Issuer determines in good faith that such liquidation or dissolution is
     in the best interests of the Issuer, and would not result in a Material
     Adverse Effect on the Issuer and its Subsidiaries taken as a whole and if
     such liquidation or dissolution is part of a corporate reorganization of
     the Issuer or the Guarantor.

          (iii) In case of any such consolidation, merger, sale, transfer,
lease or other conveyance, the Successor Company shall succeed to and be
substituted for the Issuer with the same effect as if it had been named herein
as the Issuer. The Successor Company may cause to be signed, and may issue
either in its own name or in the name of the Issuer prior to such succession
any or all of the Notes issuable hereunder that theretofore shall not have
been signed by the Issuer and delivered to the Trustee; and upon the order of
the Successor Company instead of the Issuer and subject to all the terms,
conditions and limitations set forth in this Indenture, the Trustee shall
authenticate and shall deliver any Notes that previously shall have been
signed and delivered by the officer of the Issuer to the Trustee for
authentication, and any Notes that the Successor Company thereafter shall
cause to be signed and delivered to the Trustee for that


                                      46


<PAGE>


purpose. All of the Notes issued shall in all respects have the same legal
rank and benefit under this Indenture as though all of such Notes had been
issued at the date of the execution hereof.

          (iv) In case of any such consolidation, merger, sale, transfer,
lease or conveyance (as described in clauses (i) and (ii) above), such changes
in phraseology and form (but not in substance) may be made in the Notes
thereafter to be issued as may be appropriate.

          (v) In the event of any such sale or conveyance (other than a
conveyance by way of lease) (as described in clauses (i) and (ii) above), the
Issuer shall be discharged from all obligations and covenants under this
Indenture and the Notes thereafter to be issued as may be appropriate.

          (vi) In the event of any such sale or conveyance (other than a
conveyance by way of lease) (as described in clauses (i) and (ii) above), the
Issuer shall be discharged from all obligations and covenants under this
Indenture and the Notes to be performed by the Issuer and may be liquidated
and/or dissolved.

          (vii) No Successor Company shall have the right to redeem any
Outstanding Notes unless the Issuer would have been entitled to redeem such
Notes pursuant to this Indenture in absence of any such merger, consolidation,
sale, transfer, lease or conveyance permitted herein.

          (viii) The Trustee may rely on the Opinion of Counsel prepared in
accordance with this Section as conclusive evidence that any such
consolidation, merger, sale, transfer, lease or other conveyance, and any such
liquidation or dissolution, complies with the applicable provisions of this
Indenture and the Notes.

          (ix) For the purpose of this Section 6.15, the term "Subsidiary"
shall also include any corporation, company, partnership or other entity of
which the Issuer owns shares of stock or other ownership interests have the
ordinary voting power to elect at least 50% of the Board of Directors (or
similar governing body) of such corporation, company, partnership or other
entity, or the Issuer, directly or indirectly through one or more
intermediaries, otherwise shares equal control of such corporation, company,
partnership or other entity with another Person.

          SECTION 6.16 Limitation on Liens. (i) The Issuer will not, and will
not cause or permit any of its Subsidiaries to, issue, assume or guarantee any
Indebtedness, if that Indebtedness is secured by a Lien upon any Specified
Property now owned or hereafter acquired, unless, together with the issuance,
assumption or guarantee of such Indebtedness, the Notes shall be secured
equally and ratably with (or prior to) such Indebtedness.

          (ii) This restriction does not apply to:

          (A) any Lien in existence on the Closing Date;

          (B) any Lien on any property acquired, constructed or improved by
     the Issuer or any of its Subsidiaries after the date of this Indenture
     which is created, incurred or assumed contemporaneously with, or within
     12 months after, that acquisition (or in the case of any such property
     constructed or improved, after the completion or


                                      47


<PAGE>


     commencement of commercial operation of such property, whichever is
     later) to secure or provide for the payment of any part of the purchase
     price of such property or the costs of that construction or improvement
     (including costs such as escalation, interest during construction and
     finance costs); provided that in the case of any such construction or
     improvement the Lien shall not apply to any other property owned by the
     Issuer or any of its Subsidiaries, other than any unimproved real
     property on which the property so constructed, or the improvement, is
     located;

          (C) any Lien on Specified Property which secures Indebtedness owing
     to an Official Lender;

          (D) any Lien on any property existing at the time of its acquisition
     and which is not created as a result of or in connection with or in
     anticipation of that acquisition (unless such Lien was created to secure
     or provide for the payment of any part of the purchase price of that
     property);

          (E) any Lien on any property acquired from a corporation or any
     other Person which is merged with or into the Issuer or its Subsidiaries,
     or any Lien existing on property of a corporation or any other Person
     which existed at the time such corporation becomes a Subsidiary of the
     Issuer and, in either case, which is not created as a result of or in
     connection with or in anticipation of any such transaction (unless such
     Lien was created to secure or provide for the payment of any part of the
     purchase price of such corporation);

          (F) any Lien which secures only Indebtedness owing by any of the
     Issuer's Subsidiaries, to one or more of the Issuer's Subsidiaries or to
     the Issuer and one or more of the Issuer's Subsidiaries;

          (G) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any Lien referred to
     in the foregoing clauses (A) through (F) inclusive; provided that the
     principal amount of Indebtedness secured thereby shall not exceed the
     principal amount of Indebtedness so secured at the time of such
     extension, renewal or replacement, and that such extension, renewal or
     replacement shall be limited to all or a part of the property which
     secured the Lien so extended, renewed or replaced (plus improvements on
     such property); and

          (H) any Lien of the Issuer or any of its Subsidiaries that does not
     fall within paragraphs (A) through (G) above and that secures an
     aggregate amount of Indebtedness which, when aggregated with Indebtedness
     secured by all other Liens of the Issuer and its subsidiaries permitted
     under this paragraph (H) (together with any Sale and Lease-Back
     Transaction that would otherwise be prohibited by the provisions of
     Section 6.17) at any time does not exceed the lesser of (x) U.S.$
     400,000,000 and (y) 10% of Consolidated Net Tangible Assets at the time
     any such Indebtedness is issued, assumed or guaranteed by the Issuer or
     any of its Subsidiaries or at the time any such Lien is entered into.

          SECTION 6.17 Limitations on Sale and Lease-Back Transactions. The
Issuer will not, and will not permit any of its Subsidiaries to, enter into
any Sale and Lease-Back Transaction with respect to any Specified Property,
unless either:

          (i) The Issuer or that Subsidiary would be entitled pursuant to the
     provisions of Section 6.16 above (including any exception to the
     restrictions set forth therein) to


                                      48


<PAGE>


     issue, assume or guarantee Indebtedness secured by a Lien on such
     Specified Property without equally and ratably securing the Notes, or

          (ii) The Issuer or that Subsidiary shall apply or cause to be
     applied, in the case of a sale or transfer for cash, an amount equal to
     the net proceeds thereof and, in the case of a sale or transfer otherwise
     than for cash, an amount equal to the fair market value of the Specified
     Property so leased, to the retirement, within 12 months after the
     effective date of the Sale and Lease-Back Transaction, of any of the
     Issuer's Indebtedness ranking at least pari passu with the Notes and
     owing to a Person other than the Issuer or any of its Subsidiaries or to
     the construction or improvement of real property or personal property
     used by the Issuer or any of its Subsidiaries in the ordinary course of
     business. These restrictions will not apply to transactions providing for
     a lease term, including any renewal, of not more than three years, and
     transactions between the Issuer and any of its Subsidiaries or between
     the Issuer's Subsidiaries.

          SECTION 6.18 Transactions With Affiliates. The Issuer shall not, and
shall not permit any of its Subsidiaries to, enter into or carry out (or agree
to enter into or carry out) any transaction or arrangement with any Affiliate,
except for any transaction or arrangement entered into or carried out on terms
no less favorable to the Issuer or such Subsidiary than those which could have
been obtained on an arm's-length basis with a Person that is not an Affiliate;
provided, however, that the foregoing shall not apply to transactions (i)
between the Issuer and the Guarantor or (ii) between or among the Issuer, the
Guarantor and/or any of their respective Subsidiaries not involving any other
Person so long as consummation of any such transaction will not have a
Material Adverse Effect.

          SECTION 6.19 Provision of Financial Statements and Reports. (i) In
the event the Issuer shall file any financial statements or reports with the
SEC or shall publish or otherwise make such statements or reports publicly
available in Brazil, the United States or elsewhere, the Issuer shall furnish
a copy of such statements or reports to the Trustee within 15 calendar days of
the date of filing or the date the information is published or otherwise made
publicly available, as the case may be.

          (ii) The Issuer will provide, together with each of the financial
statements delivered pursuant to above clause (i), an Officer's Certificate
stating that a review of the Issuer's activities has been made during the
period covered by such financial statements with a view to determining whether
the Issuer has kept, observed, performed and fulfilled its covenants and
agreements under this Indenture and that no Default or Event of Default has
occurred during such period or, if one or more have actually occurred,
specifying all such events and what actions have been taken and will be taken
with respect to such Event of Default.

          (iii) The Issuer shall provide to the Trustee such other financial
data as the Trustee may reasonably request to ascertain compliance by the
Issuer and its Subsidiaries of their obligations under this Indenture and the
other Transaction Documents.

          (iv) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein
or determinable from information contained therein,


                                      49


<PAGE>


including the Issuer's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officer's Certificates).

          SECTION 6.20 Further Actions. The Issuer will, at its own cost and
expense, and will cause its Subsidiaries to, at their own cost and expense,
satisfy any condition or take any action (including the obtaining or effecting
of any necessary consent, approval, authorization, exemption, filing, license,
order, recording or registration) at any time required, as may be necessary or
as the Trustee may reasonably request, in accordance with applicable Laws to
be taken, fulfilled or done in order (a) to perfect and maintain the validity,
effectiveness and priority of any Liens created hereunder, (b) to enable the
Issuer to lawfully enter into, exercise its rights and perform and comply with
its obligations under the Notes, this Indenture and each of the other
Transaction Documents, as the case may be, (c) to ensure that the Issuer's
obligations under the Notes, this Indenture and each of the other Transaction
Documents are legally binding and enforceable, (d) to make the Notes, the
Indenture and each of the other Transaction Documents admissible in evidence
in the courts of the State of New York or Brazil, (e) to enable the Trustee to
exercise and enforce its rights under and carry out the terms, provisions and
purposes of the Indenture and each of the other Transaction Documents, (f) to
take any and all action necessary to preserve the enforceability of, and
maintain the Trustee's rights hereunder and under the other Transaction
Documents, including, without limitation, refraining from taking any action
that reasonably can be expected to have a Material Adverse Effect, and (g) to
assist the Trustee in the Trustee's performance of its obligations under this
Indenture and the other Transaction Documents.

          SECTION 6.21 Available Information. For as long as the Notes are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will, to the extent required, furnish to any holder
of a Note issued under Rule 144A or to any prospective purchaser designated by
such Noteholder, upon request of such Noteholder, financial and other
information described in paragraph (d)(4) of Rule 144A with respect to the
Issuer and the Guarantor to the extent required in order to permit such
Noteholder to comply with Rule 144A (as amended from time to time and
including any successor provision) with respect to any resale of such Note,
unless, at the time of such request, the Issuer is subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act or is exempt
from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act (as
amended from time to time and including any successor provision) and no such
information about the Issuer is otherwise required pursuant to Rule 144A.

          SECTION 6.22 Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint in the manner provided in Section 8.8, a successor
Trustee, so that there shall at all times be a Trustee with respect to the
Notes.

          SECTION 6.23 Payments and Paying Agents. (a) The Issuer will, at
least one Business Day prior to each due date of the principal of or interest
on the Notes or other amounts (including Additional Amounts), deposit with the
Trustee a sum sufficient to pay such principal, interest or other amounts
(including Additional Amounts) so becoming due.


                                      50


<PAGE>


          (b) Whenever the Issuer shall appoint a Paying Agent other than the
Trustee with respect to the Notes, it will cause such Paying Agent to execute
and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section:

          (i) that it will hold all sums received by it as such agent for the
     payment of the principal of or interest on any Notes (whether such sums
     have been paid to it by or on behalf of the Issuer or by any other
     obligor on the Notes) in trust for the benefit of the Noteholders or of
     the Trustee.

          (ii) that it will give the Trustee notice of any failure by the
     Issuer (or by any other obligor on the Notes) to make any payment of the
     principal of or interest on any Notes (including Additional Amounts) and
     any other payments to be made by or on behalf of the Issuer under this
     Indenture or the Notes when the same shall be due and payable; and

          (iii) that it will pay any such sums so held in trust by it to the
     Trustee upon the Trustee's written request at any time during the
     continuance of the failure referred to in clause (ii) above.

          (c) The Trustee shall arrange with all such Paying Agents for the
payment, from funds furnished by the Issuer to the Trustee pursuant to this
Indenture, of the principal of and interest and other amounts due on the Notes
(including Additional Amounts) and of the compensation of such Paying Agents
for their services as such.

          (d) If the Issuer shall act as its own Paying Agent with respect to
any Notes, it will, on or before each due date of the principal of or interest
on such Notes, set aside, segregate and hold in trust for the benefit of the
Noteholders of such Notes a sum sufficient to pay such principal or interest
(including Additional Amounts) so becoming due. The Issuer will promptly
notify the Trustee of any failure to take action.

          (e) Anything in this Section 6.23 to the contrary notwithstanding,
the Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to any Notes hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for such Notes by the
Issuer or any Paying Agent hereunder, as required by this Section, such sums
to be held by the Trustee upon the trusts herein contained.

          (f) Anything in this Section 6.23, to the contrary notwithstanding,
the agreements to hold sums in trust as provided in this Section are subject
to the provisions of Section 12.3.

          (g) The Issuer agrees to indemnify the Noteholders against any
failure on the part of any Paying Agent to pay, in accordance with the terms
hereof, any sum due in respect of the Notes on the applicable Payment Date.


                                      51
<PAGE>


                                 Article VII

                        EVENTS OF DEFAULT AND REMEDIES

          SECTION 7.1 Events of Default. The following events shall each be an
"Event of Default" under the terms of the Notes and this Indenture:

          (a) The Trustee shall not receive any amount due from the Issuer
under the Notes and this Indenture, from the Guarantor under the Guaranty,
from the Insurer under the Insurance Policy, from the Reserve Account, from
any Letter of Credit or otherwise in respect of principal on any of the Notes
whether on the Expected Maturity Date (as the same may be extended as
permitted hereunder), upon redemption or prior to the Final Maturity Date or
otherwise by the scheduled date therefor;

          (b) The Trustee shall not receive any payment in respect of any
interest or other amounts due on or with respect to the Notes (including
Additional Amounts, if any) from the Issuer in accordance with the terms of
the Notes and this Indenture, from the Guarantor under the Guaranty, from the
Insurer under the Insurance Policy, from the Reserve Account, from any Letter
of Credit or otherwise by the scheduled due date therefor and such non-receipt
shall continue for a period of 30 calendar days from such scheduled due date;

          (c) Any representation or warranty made by either the Issuer or the
Guarantor in any of the Transaction Documents shall prove to be incorrect as
of the time when the same shall have been made and as a result thereof there
is a Material Adverse Effect;

          (d) The Issuer or the Guarantor shall fail to perform, observe or
comply with any term, covenant, agreement or obligation contained in any of
the Transaction Documents and such failure (other than any failure to make any
payment contemplated in clauses (a), (b) or (o) hereunder or under the
Guaranty for which there is no cure period) is either incapable of remedy or
continues for a period of 60 calendar days (inclusive of any time frame
contained in any such term, covenant, agreement or obligation for compliance
thereunder) after written notice of such failure has been received by the
Issuer or the Guarantor from the Trustee;

          (e) (i) The acceleration of any Indebtedness of the Issuer, the
Guarantor or any Material Subsidiary thereof in accordance with the terms of
such Indebtedness, unless such acceleration is at the option of the Issuer,
the Guarantor or any Material Subsidiary thereof; or (ii) the Issuer, the
Guarantor or any Material Subsidiary thereof fails to pay any Indebtedness
when due, on any final maturity date or, as the case may be, beyond any
applicable grace period, except in any case where the failure to pay such
Indebtedness is the result of a Expropriation Event or Inconvertibility Event;
provided, however, that the aggregate amount of any such Indebtedness falling
within (i) and (ii) above (as to which the time for payment has not been
extended by the relevant obligees) equals or exceeds U.S.25,000,000 (or its
equivalent in another currency);

          (f) One or more final and non-appealable judgments or final decrees
are entered against the Issuer, the Guarantor or any Material Subsidiary
thereof involving in the aggregate a liability (not theretofore paid or
reimbursed by insurance) of U.S.$25,000,000 (or its


                                      52


<PAGE>


equivalent in another currency) or more, and all such judgments or decrees
shall not have been vacated, discharged or stayed within 120 calendar days
after the rendering thereof;

          (g) Either the Issuer, the Guarantor or any of their Material
Subsidiaries shall commence a voluntary case or other proceeding seeking
liquidation, reorganization, concordata or other relief with respect to itself
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect, or seek the appointment of a trustee, receiver, sindico,
liquidator, custodian or other similar official of it or any substantial part
of its property, or shall consent to any such relief or to the appointment of
or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment or
conveyance for the benefit of creditors, or shall fail generally to pay its
debts as they become due, or shall take any corporate action to authorize any
of the foregoing;

          (h) An involuntary case or other proceeding shall be commenced
against either the Issuer, the Guarantor or any of their Material Subsidiaries
seeking liquidation, reorganization or other relief with respect to it or its
debt under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, sindico, liquidator,
custodian or other similar official of it or any substantial part of its
property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 90 days; or an order for relief shall
be entered against either the Issuer, the Guarantor or any of their Material
Subsidiaries under the bankruptcy laws as now or hereafter in effect;

          (i) Either the Issuer, the Guarantor or any of their Material
Subsidiaries shall admit in writing its inability to pay its debts as and when
they fall due or shall become unable to pay its debts, or shall convene a
meeting for the purpose of proposing, or otherwise propose or enter into, any
composition or arrangement with its creditors or any group or class thereof,
or anything analogous to, or having a substantially similar effect to, any of
the events specified in this paragraph (i) or in paragraph (g) or (h) above or
(j) below shall occur in any jurisdiction;

          (j) Either the Issuer, the Guarantor or any of their Material
Subsidiaries shall cease or threaten to cease to carry out its business except
(i) a winding-up, dissolution or liquidation for the purpose of and followed
by a consolidation, merger, conveyance or transfer or, in the case of a
Material Subsidiary, whereby the undertaking, business and assets of such
Material Subsidiary are transferred to or otherwise vested in the Issuer or
the Guarantor, as applicable, or any of their respective Subsidiaries or
Affiliates, or the terms of which shall have been approved by a resolution of
a meeting of the Noteholders or (ii) a voluntary winding-up, dissolution or
liquidation of a Material Subsidiary where there are surplus assets in such
Material Subsidiary attributable to the Issuer or the Guarantor, as
applicable, and/or any other Material Subsidiary, and such surplus assets are
distributed to the Issuer or the Guarantor, as applicable, and/or such
Material Subsidiary;

          (k) Any event occurs that under the laws of Brazil or any political
subdivision thereof has substantially the same effect as any of the events
referred to in any of paragraphs (g), (h), (i) or (j);

          (l) Any of the Transaction Documents, or any part thereof, shall
cease to be in full force and effect or binding and enforceable against the
Issuer or the Guarantor or admissible in evidence in the courts of Brazil, it
becomes unlawful for the Issuer or the


                                      53


<PAGE>


Guarantor to perform any material obligation under any Transaction Document to
which it is a party, or the Issuer or the Guarantor shall contest the
enforceability of any Transaction Document or deny that it has liability under
any Transaction Document to which it is party;

          (m) Any of (i) the Insurance Policy shall have been cancelled or
terminated by the Insurer or shall otherwise cease to be in full force and
effect, binding and enforceable against the Insurer (other than in connection
with a voluntary cancellation of the Insurance Policy by the Trustee at the
request of the Issuer as set forth in Section 5.4(d)), (ii) the Insurer shall
fail to pay the full amount of any claim submitted to it under the Insurance
Policy by the end of the Waiting Period (as such term is defined in the
Insurance Policy) applicable to such claim, or (iii) either the Issuer or the
Guarantor shall fail to satisfy their obligations under the Insurance Side
Agreement, unless, with regard to items (i) and (ii) above, within 10 calendar
days, the Issuer or the Guarantor (x) irrevocably deposits into the Reserve
Account an amount in U.S. dollars equal to the then current face amount of the
Insurance Policy or (y) obtains an insurance policy comparable to the
Insurance Policy with an insurer which has been given a long-term debt rating
or a financial strength rating comparable to that of the Insurer as of the
date any of such events shall have occurred, and each of the Rating Agencies
reaffirms its respective ratings on the Notes which were in effect immediately
prior to such event;

          (n) All or a material part of the property of the Issuer or the
Guarantor or any of their Subsidiaries shall be condemned, seized or otherwise
appropriated, or custody of such property shall be assumed by any governmental
authority or court or any other Person purporting to act under the authority
of the government of any jurisdiction, or the Issuer or the Guarantor or any
of its Subsidiaries shall be prevented from exercising normal control over all
or substantial part of its property and such default is not remedied within 30
calendar days after it occurs;

          (o) The Guarantor fails to retain at least 51% direct or indirect
ownership of the outstanding voting and economic interests (equity or
otherwise) of and in the Issuer;

          (p) The Issuer or the Guarantor shall fail to maintain in the
Reserve Account (together with all amounts available under the Letters of
Credit) an amount equal to the Required Amount within five Business Days after
being obligated to do so; or

          (q) Other than in connection with the Trustee allowing for the
expiration thereof in accordance with Section 5.3(c), any Letter of Credit
shall have been cancelled or terminated by the issuer thereof or otherwise
shall have ceased to be in full force and effect, binding and enforceable
against the issuer thereof in accordance with its terms unless a substantially
equivalent Letter of Credit or U.S. dollars in an amount equal to the amount
available under the Letters of Credit immediately prior to its cancellation is
promptly provided to the Trustee.

          SECTION 7.2 Acceleration of Maturity; Rescission and Annulment. (a)
If an Event of Default described in paragraphs (a), (b), (c), (d), (e), (f),
(l), (m), (n), (o), (p) or (q) of Section 7.1 occurs and is continuing with
respect to the Notes, then and in each and every such case, unless the
principal of all the Notes shall have already become due and payable, the
Trustee shall, upon the request of Noteholders holding not less than 25% in
aggregate principal amount of the Notes then Outstanding hereunder, by notice
in writing to the Issuer (and to the Trustee if given by the Noteholders), may
declare the principal amount of all the Notes then Outstanding


                                      54


<PAGE>


and all accrued interest thereon to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Notes contained to the contrary
notwithstanding. If an Event of Default described in paragraphs (g), (h), (i),
(j) or (k) occurs and is continuing, then and in each and every such case, the
principal amount of the Notes then Outstanding and all accrued interest and
other amounts thereon shall, without any notice to the Issuer or any other act
on the part of the Trustee or any Noteholder, become and be accelerated and
immediately due and payable, anything in this Indenture or in the Notes
contained to the contrary notwithstanding.

          (b) At any time after a declaration of acceleration has been made
with respect to the Notes 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 Majority Noteholders, by written notice to the Issuer and the
Trustee, may receive and annul such declaration and its consequences if:

          (i) there shall have been paid to or deposited with the Trustee a
     sum sufficient to pay:

               (A) all overdue installments of interest on the Notes;

               (B) the principal of any Notes that have become due other than
          by such declaration of acceleration and interest thereon at the
          respective rates provided in the Notes for late payments of
          principal;

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue installments of interest at the respective
          rates provided in the Notes for late payments of interest; 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

          (ii) all Events of Default, other than the nonpayment of the
     principal of the Notes that has become due solely by such acceleration,
     have been cured or waived as provided in Section 7.4.

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

          SECTION 7.3 Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Noteholder 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
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Noteholders, as the case may be. No waiver
of any Event of Default, whether by the Trustee or by the Noteholders, shall
extend to or shall affect any subsequent Event of Default or shall impair any
remedy or right consequent thereon.


                                      55


<PAGE>


          SECTION 7.4 Waiver of Past Defaults. (a) The Majority Noteholders
may on behalf of the Noteholders of all the Notes waive any past default
hereunder and its consequences, except a default not theretofore cured:

          (i) in the payment of the principal of or interest on any Note, or

          (ii) in respect of a covenant or provision hereof which under
     Article VI cannot be modified or amended without the consent of the
     Noteholder of each Outstanding Note.

          (b) 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 7.5 Trustee May File Proofs of Claim; Appointment of Trustee
as Attorney-in-Fact in Judicial Proceedings. (a) In case of pendency in any
receivership, insolvency, bankruptcy, liquidation, readjustment,
reorganization or any other judicial proceedings relating to the Issuer or any
obligor on the Notes or the property of the Issuer or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Notes 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 Issuer for payment of overdue principal or interest) shall be entitled
and empowered by intervention in such proceedings or otherwise to:

          (i) file and prove a claim for the whole amount of principal and
     interest owed and unpaid in respect of the Notes and to file such other
     papers or documents as may be necessary and 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 all other amounts due to the Trustee under Section
     8.5) and of the Noteholders allowed in such judicial proceeding; and

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

          (b) In any such event, any receiver, assignee, trustee, liquidator
or sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Noteholder to make such payment to the Trustee and
in the event that the Trustee shall consent to the making of such payments
directly to the Noteholders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to the Trustee
under Section 8.5.

          (c) Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Noteholder thereof, or to authorize
the Trustee to vote in respect of the claim of any Noteholder in any such
proceeding.


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          SECTION 7.6 Trustee May Enforce Claims Without Possession of Notes.
All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes 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 agent and counsel, be for the
ratable benefit of the Noteholders.

          SECTION 7.7 Application of Money Collected. Any money collected by
the Trustee with respect to the Notes shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or interest, upon presentation of the Notes
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
     8.5 hereof.

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

          SECTION 7.8 Limitation on Suits. No Noteholder shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture or the Notes or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless:

          (a) such Noteholder has previously given written notice to the
     Trustee of a continuing Event of Default with respect to Notes;

          (b) the Noteholders of not less than 25% in aggregate principal
     amount of the then Outstanding Notes 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;

          (c) such Noteholder or Noteholders have offered to the Trustee
     adequate security and indemnity against the costs, expenses and
     liabilities to be incurred in compliance with such request;

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

          (e) no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Majority
     Noteholders;

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


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          SECTION 7.9 Unconditional Right of Noteholders to Receive Principal
and Interest and Other Amounts. Notwithstanding any other provisions in this
Indenture, the Noteholders shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest and other
amounts (including Additional Amounts) on such Note on the respective
maturities or due dates expressed in such Note (or, in the case of redemption
or repayment, on the Early Tax Redemption Date or the Maturity Date, as the
case may be) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Noteholder.

          SECTION 7.10 Restoration of Rights and Remedies. If the Trustee or
any Noteholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned
for any reason, then and in every such case the Issuer, the Trustee and the
Noteholders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Noteholders shall
continue as though no such proceeding had been instituted.

          SECTION 7.11 Rights and Remedies Cumulative. Except as otherwise
provided in the last paragraph of Section 2.14, no right or remedy herein
conferred upon or reserved to the Trustee or to the Noteholders 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 7.12 Control by Noteholders. Subject to Section 316(a) of
the Trust Indenture Act, the Majority Noteholders 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 Notes; provided that:

          (a) the Trustee shall have the right to decline to follow any such
     direction if the Trustee, being advised by counsel, determines that the
     action so directed may not lawfully be taken or would conflict with this
     Indenture or if the Trustee in good faith shall, by a Responsible
     Officer, determine that the proceedings so directed would involve it in
     personal liability or it reasonably believes it will not adequately be
     indemnified against the costs, expenses and liabilities which might be
     incurred by it in complying with its request or be unjustly prejudicial
     to the Noteholders not taking part in such direction; and

          (b) the Trustee may take any other action deemed proper by the
     Trustee that is not inconsistent with such direction.

          SECTION 7.13 Undertaking for Costs. All parties to this Indenture
agree, and each Noteholder by its acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, 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 or omitted by it as Trustee, the
filing by


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any part litigant in such suit, in the manner and to the extent provided in
the Trust Indenture Act of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but neither the provisions of this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such assessment in any suit instituted by the Trustee,
to any suit instituted by any Noteholder, or group of Noteholders, holding in
the aggregate more than 10% in principal amount of then Outstanding Notes, or
to any suit instituted by any Noteholder for the enforcement of the payment of
the principal of or interest on any Note on or after the respective maturities
expressed in such Note (or, in the case of redemption or repayment, on or
after the applicable redemption date or the Expected Maturity Date (as the
same may be extended as provided hereunder)).

          SECTION 7.14 Waiver of Stay or Extension Laws. The Issuer 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 Issuer (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.

                                 ARTICLE VIII

                            CONCERNING THE TRUSTEE

          SECTION 8.1 Certain Rights and Duties of Trustee. (a) The Trustee,
prior to the occurrence of an Event of Default and after curing or waiving all
Events of Default that may have occurred, undertakes to perform only such
duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the
Trustee. In case an Event of Default has occurred (which has not been cured or
waived) and prior to the receipt of instructions (if any) from the
Noteholders, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

          (b) Except as otherwise provided in Section 315 of the Trust
Indenture Act:

          (i) The Trustee may conclusively rely and shall be fully protected
     in acting, or refraining from acting, upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, consent, order,
     Note, debenture or other paper or document reasonably believed by it to
     be genuine and to have been signed or presented by the proper party or
     parties; provided that in the case of any such certificates or opinions
     which by the provisions hereof are specifically required to be furnished
     to the Trustee, the Trustee shall be under a duty to examine the same to
     determine whether or not they conform to the requirements of this
     Indenture but need not verify the contents thereof;


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<PAGE>


          (ii) Any request, direction, order or demand of the Issuer mentioned
     herein shall be sufficiently evidenced by an Officer's Certificate
     (unless other evidence in respect thereof be herein specifically
     prescribed); and any resolution of the Board of Directors shall be
     evidenced to the Trustee by a copy thereof certified by the secretary or
     an assistant secretary of the Issuer;

          (iii) The Trustee shall be under no obligation to exercise any of
     the trusts or powers vested in it by this Indenture, and may refuse to
     perform any duty or exercise any such rights or powers unless it shall
     have been offered reasonable security or indemnity to its reasonable
     satisfaction against the costs, expenses and liabilities which may
     reasonably be incurred therein or thereby;

          (iv) The Trustee shall not be liable for any action taken, suffered
     or omitted by it in good faith and reasonably believed by it to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Indenture (provided that the Trustee's conduct does not
     constitute negligence or willful misconduct) or with respect to any
     action it takes or omits to take in good faith in accordance with a
     direction received by it from Noteholders holding a sufficient percentage
     of Notes to give such direction as permitted by this Indenture;

          (v) Subject to Section 8.1(a), 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, consent, order, approval, appraisal, Note, debenture or other
     paper or document with respect to the Notes unless requested in writing
     so to do by the Majority Noteholders then Outstanding, provided that, if
     the payment within a reasonable time to the Trustee of the reasonable
     costs, expenses or liabilities likely to be incurred by it in the making
     of such investigation is, in the opinion of the Trustee, not reasonably
     assured to the Trustee by the security afforded to it by the terms of
     this Indenture, the Trustee may require indemnity reasonably satisfactory
     to it against such expenses or liabilities as a condition to such
     proceeding. The reasonable expense of every such investigation shall be
     paid by the Issuer or, if paid by the Trustee, shall be repaid by the
     Issuer upon demand;

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

          (vii) The Trustee shall not be liable for any error of judgment made
     in good faith by a Responsible Officers of the Trustee unless it shall be
     proved that the Trustee was negligent in ascertaining the pertinent facts
     or the action or failure to act by such Responsible Officers was
     unreasonable.

          (viii) The Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in good faith in accordance with any
     direction of the Issuer given under


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     this Indenture, provided that the Trustee's conduct does not constitute
     negligence or willful misconduct;

          (ix) 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, consent, entitlement order,
     approval or other paper or document;

          (x) The Trustee shall have no obligation to invest and reinvest any
     cash held pursuant to this Indenture in the absence of timely and
     specific written investment direction from the Issuer. In no event shall
     the Trustee be liable for the selection of investments or for investment
     losses incurred thereon. The Trustee shall have no liability in respect
     of losses incurred as a result of the liquidation of any investment prior
     to its stated maturity or the failure of the Issuer to provide timely
     written investment direction;

          (xi) The Trustee shall not be deemed to have notice of any Default
     or Event of Default 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 is received by the Trustee at the Corporate Trust
     Office of the Trustee, and such notice references the Notes and this
     Indenture; provided, however, that the Trustee shall be deemed to have
     actual knowledge of the existence of any Default or Event of Default
     which has arisen pursuant to the provisions of Sections 7.1(a) or (b);

          (xii) 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 and under the Guaranty, the Registration
     Rights Agreement and each Letter of Credit, and each agent, custodian and
     other Person employed to act hereunder; and

          (xiii) The Trustee may request that the Issuer deliver an Officer's
     Certificate setting forth the names of individuals and/or titles of
     officers authorized at such time to take specified actions pursuant to
     this Indenture, which Officer's Certificate may be signed by any person
     authorized to sign an Officer's Certificate, including any person
     specified as so authorized in any such certificate previously delivered
     and not superseded.

          (c) None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be a reasonable ground for
believing that the repayment of such funds or indemnity satisfactory to it
against such liability is not reasonably assured to it.

          (d) The Trustee may reasonably request information, including an
Officer's Certificate, from time to time, as necessary or appropriate in order
to ascertain compliance with the requirements of this Indenture and the Notes
and may consult with counsel and the written advice or opinion of counsel
shall be full and complete authorization and protection in respect of any
action taken or omitted by it hereunder in good faith and in accordance with
such advice or opinion of counsel.


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          (e) If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such 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.

          SECTION 8.2 Trustee Not Responsible for Recitals; Etc. The recitals
contained herein and in the Notes, except the Trustee's certificate of
authentication, shall be taken as the statements of the Issuer and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of
the Notes. The Trustee shall not be accountable for the use or application by
the Issuer of any of the Notes or of the proceeds of such Notes.

          SECTION 8.3 Trustee and Others May Hold Notes. (a) The Trustee or
any Paying Agent or Note Registrar or any other Authorized Agent of the
Trustee, or any Affiliate thereof, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the
Issuer, or any other obligor on the Notes with the same rights it would have
if it were not Trustee, Paying Agent, Note Registrar or such other Authorized
Agent.

          (b) The Trustee is subject to Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. If the Trustee resigns or is removed, such Trustee shall be
subject to Section 311(a) of the Trust Indenture Act to the extent indicated
therein.

          SECTION 8.4 Moneys Held by Trustee or Paying Agent. (a) Whenever the
Issuer shall have one or more Paying Agents, the Issuer will make the payments
contemplated by Sections 6.1 and 6.2 by depositing with a Paying Agent an
amount sufficient to make such payments, such amount to be held in trust by
the Paying Agent for the benefit of the Persons entitled thereto, and (unless
such Paying Agent is the Trustee) will promptly notify the Trustee of its
action or failure so to act. Each Paying Agent other than the Trustee shall
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, to
the effect that such Paying Agent will:

          (i) hold all amounts held by it for the making of payments in
     respect of the Notes in trust for the benefit of the Persons entitled
     thereto until such amounts shall be paid to such Persons or otherwise
     disposed of as herein provided;

          (ii) provide the Trustee notice of any Default by the Issuer in the
     making of payments in respect of the Notes; and

          (iii) at any time during the continuance of any such Default, upon
     the written request of the Trustee, forthwith pay to the Trustee all
     amounts so held in trust by such Paying Agent.

          (b) The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay or
deliver, or direct any Paying Agent to pay or deliver, to the Trustee all
amounts held in trust by the Issuer or such Paying Agent, such amounts to be
held by the Trustee upon the same trusts as those upon which such amounts were
held by the Issuer or such Paying Agent; and, upon such payment by any Paying


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<PAGE>


Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such sums.

          (c) Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuer in trust for the making of any payment in respect of
any Note and remaining unclaimed for two years after such payment has become
due and payable (if then held by the Trustee or any Paying Agent) shall be
paid or returned to the Issuer upon request by the Issuer or (if then held by
the Issuer) shall be discharged from such trust; and Noteholders shall
thereafter, as unsecured general creditors, seek recourse only to the Issuer
for payment thereof (unless an applicable abandoned property law designates
another Person), and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer, as trustee
thereof, shall thereupon cease; provided that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Issuer provide notice to Noteholders in the manner set forth in Section
14.14, that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the latest date of mailing,
any unclaimed balance of such money then remaining will be repaid or
redelivered to the Issuer.

          SECTION 8.5 Compensation of the Trustee and Its Lien. (a) The Issuer
covenants and agrees to pay to the Trustee (all references in this Section 8.5
to the Trustee shall be deemed to apply to the Trustee in its capacities as
Trustee, Paying Agent and Note Registrar) from time to time, and the Trustee
shall be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall be agreed to from time to time by the Issuer and the
Trustee and which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), and, except as herein
otherwise expressly provided, the Issuer will pay or reimburse the Trustee
upon its request for all reasonable expenses and disbursements incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the reasonable expenses, advances
and disbursements of its counsel and of all persons not regularly in its
employ) except any such expense or disbursement as may arise from its gross
negligence or bad faith. The Issuer also covenants and agrees to indemnify the
Trustee and any predecessor Trustee for, defend, and hold harmless the Trustee
and any predecessor Trustee and their officers, directors, employees,
representatives and agents from and against, any loss, liability, claim,
damage or expense incurred without gross negligence or bad faith on the part
of the Trustee or any of its employees, officers or agents, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder and this Indenture, including liability which the Trustee may incur
as a result of failure to withhold, pay or report Taxes and including the
costs and expenses of defending itself against any claim or liability in the
premises and including, without limitation, any loss, liability, claim, damage
or expense relating to or arising out of any Environmental Law. The
obligations of the Issuer under this Section shall constitute additional
Indebtedness hereunder. In no event shall the Trustee be liable for special,
indirect or consequential loss or damages whatsoever (including, but not
limited to lost profits), even if the Trustee has been advised of the
likelihood of such damage and regardless of the form of action taken.

          (b) The obligations of the Issuer under this Section 8.5 shall
survive payment in full of the Notes, the resignation or removal of the
Trustee and the termination of this Indenture.


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<PAGE>


          (c) When the Trustee or any predecessor Trustee incurs expenses or
renders services in connection with the performance of its obligations
hereunder (including its services as Paying Agent, if so appointed by the
Issuer) after an Event of Default occurs, the expenses and compensation for
such services are intended to constitute expenses of administration under
applicable bankruptcy, insolvency or other similar United States federal or
state law to the extent provided in Section 503(b)(5) of the Federal
Bankruptcy Code.

          (d) The Trustee shall have a lien prior to the Notes as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 8.5, except with respect to funds
held in trust for the benefit of the holders of particular Notes.

          SECTION 8.6 Right of Trustee to Rely on Officer's Certificates and
Opinions of Counsel. Before the Trustee acts or refrains from acting with
respect to any matter contemplated by this Indenture, it may require an
Officer's Certificate of the Issuer or an Opinion of Counsel, which shall
conform to the provisions of Section 14.1. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such
certificate or opinion as set forth in Section 8.1(b)(v).

          SECTION 8.7 Persons Eligible for Appointment as Trustee. There shall
at all times be a Trustee hereunder which shall at all times be a bank which
complies with the eligibility requirements of the Trust Indenture Act, having
a combined capital and surplus of at least $100,000,000 and have a long term
unsecured debt rating of at least "A2" by Moody's, "A" by S&P and "A" by Fitch
(if rated by Fitch). If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of a supervising or
examining authority referred to in Section 310(a) of the Trust Indenture Act,
then for the purposes of this Section 8.7, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible in accordance with this Section 8.7,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.8.

          SECTION 8.8 Resignation and Removal of Trustee; Appointment of
Successor. (a) The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign by giving written notice to the Issuer and by giving
notice of such resignation to the Noteholders in the manner provided in
Section 14.5.

          (b) In case at any time any of the following shall occur with
respect to any Notes:

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act, after written request thereafter by
     the Issuer or by any Noteholder who has been a bona fide Noteholder for
     at least six months,

          (ii) the Trustee shall cease to be eligible under Section 8.7 and
     shall fail to resign after written request therefore by the Issuer or by
     any Noteholder, or

          (iii) the Trustee shall become incapable of acting, or shall be
     adjudged 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;


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<PAGE>


     then, in any such case, (A) the Issuer may remove the Trustee, and
     appoint a successor trustee by written instrument, in duplicate, executed
     by order of the Board of Directors of the Issuer, or (B) subject to the
     requirements of Section 315(e) of the Trust Indenture Act, any Noteholder
     who has been a bona fide Noteholder for at least six months may, on
     behalf of himself and all others similarly situated, petition any court
     of competent jurisdiction for the removal of the Trustee and the
     appointment of a successor Trustee. Such court may thereupon after such
     notice, if any, as it may deem proper and prescribe, remove the Trustee
     and appoint a successor Trustee.

          (c) The Majority Noteholders at the time Outstanding may at any time
remove the Trustee and appoint a successor Trustee by delivering to the
Trustee so removed, to the successor Trustee so appointed and to the Issuer,
the evidence provided for in Section 8.1 of the action taken by the
Noteholders, provided that unless a Default or Event of Default shall have
occurred and be continuing, the Issuer shall consent (such consent not to be
unreasonably withheld).

          (d) If the Trustee shall resign, be removed, or become incapable of
acting or if a vacancy shall occur in the office of Trustee with respect to
the Notes for any cause, the Issuer shall promptly appoint a successor Trustee
or Trustees by written instrument, in duplicate, executed by order of the
Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the former Trustee and one copy to the successor Trustee. If no
successor Trustee shall have been so appointed and have accepted such
appointment pursuant to Section 8.9 within 30 days after the mailing of such
notice of resignation or removal, the former Trustee may, at the Issuer's
expense, petition any court of competent jurisdiction for the appointment of a
successor Trustee, or any Noteholder who has been a bona fide Noteholder for
at least six months may, subject to the requirements of Section 315(e) of the
Trust Indenture Act, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor Trustee. Such court
may thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor Trustee.

          (e) Any resignation or removal of the Trustee and any appointment of
a successor Trustee pursuant to this Section shall become effective only upon
acceptance of appointment by the successor Trustee as provided in Section 8.9.

          SECTION 8.9 Acceptance of Appointment by Successor Trustee. (a) Any
successor Trustee appointed under Section 8.8 shall execute, acknowledge and
deliver to the Issuer and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts, duties and obligations of its predecessor Trustee hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless,
on the written request of the Issuer or of the successor Trustee, the Trustee
ceasing to act shall, upon payment of any such amounts then due it pursuant to
the provisions of Section 8.5, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the Trustee so
ceasing to act, and shall assign, transfer and deliver to such successor
Trustee all property and money as may be held by such Trustee ceasing to act.
Upon request of any such successor Trustee, the Issuer shall execute any and
all instruments in writing for more fully and certainly vesting in and
confirming to such successor Trustee all such rights and powers. Any Trustee
ceasing to act


                                      65


<PAGE>


shall, nevertheless, retain a lien upon all property or funds held or
collected by such Trustee to secure any amounts then due it pursuant to
Section 8.5.

          (b) No successor Trustee shall accept appointment as provided in
this Section 8.9 unless at the time of such acceptance such successor Trustee
shall be eligible under Section 8.7.

          (c) Upon acceptance of appointment by a successor Trustee, the
Issuer shall give notice of the succession of such Trustee hereunder to the
Noteholders in the manner provided in Section 14.5. If the Issuer fails to
give such notice within 10 days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be given
at the expense of the Issuer.

          SECTION 8.10 Merger, Conversion or Consolidation of Trustee. (a) Any
Person 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 Person succeeding
to all or substantially all the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder without the execution or filing of
any paper or any further act on the part of any of the parties hereto;
provided that such successor Trustee shall be qualified under the Trust
Indenture Act and eligible under the provisions of Section 8.7 hereof and
Section 310(a) of the Trust Indenture Act.

          (b) In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture, any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor Trustee and deliver such
Notes so authenticated and, in case at that time any of the Notes shall not
have been authenticated, any successor to the Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor trustee, and in such cases such certificate shall have the same
force under the Notes and under this Indenture as if authenticated by such
predecessor Trustee; provided that the certificate of the Trustee shall have
provided that the right to adopt the certificate of authentication of any
predecessor Trustee or the authenticated Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion
or consolidation.

          SECTION 8.11 Maintenance of Offices and Agencies. (a) There shall at
all times be maintained in the Borough of Manhattan, The City of New York, and
in such other Places of Payment, if any, as shall be specified for the Notes,
an office or agency where Notes may be presented or surrendered for
registration of transfer or exchange and for payment of principal and
interest. Such office shall be initially located at the address set forth in
Section 14.4 hereto. Notices and demands to or upon the Trustee in respect of
the Notes or this Indenture may be served at the Corporate Trust Office.
Written notice of the location of each of such other office or agency and of
any change of location thereof shall be given by the Issuer to the Trustee and
by the Trustee to the Noteholders in the manner specified in Section 14.5. In
the event that no such office or agency shall be maintained or no such notice
of location or of change of location shall be given, presentations, surrenders
and demands may be made and notices may be served at the Corporate Trust
Office.


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          (b) There shall at all times be a Note Registrar and a Paying Agent
hereunder. So long as the Notes are listed on the Luxembourg Stock Exchange
there shall at all times be maintained a Luxembourg Paying Agent and
Luxembourg Transfer Agent in Luxembourg. In addition, at any time when any
Notes remain Outstanding, the Trustee may appoint an Authenticating Agent or
Agents with respect to the Notes which shall be authorized to act on behalf of
the Trustee to authenticate Notes issued upon original issuance, exchange,
registration of transfer or redemption thereof or pursuant to Section 2.12,
and Notes 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 (it being understood that wherever reference is made in this
Indenture to the authentication and delivery of Notes 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).

          (c) Any Authorized Agent shall be a bank or trust company and
(except for any Luxembourg Paying Agent) shall be a Person (i) organized and
doing business under the laws of the United States or any State thereof, (ii)
with a combined capital and surplus of at least $50,000,000, (iii) authorized
under such laws to exercise corporate trust powers, subject to supervision by
United States Federal or state authorities and (iv) be rated at least "A2" by
Moody's, "A" by S&P and "A" by Fitch. If such Authorized Agent publishes
reports of its condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.11, the combined capital and surplus of such
Authorized 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
Authorized Agent shall cease to be eligible in accordance with the provisions
of this Section 8.11, such Authorized Agent shall resign immediately in the
manner and with the effect specified in this Section 8.11.

          (d) The Trustee at its office specified in the first paragraph of
this Indenture, is hereby appointed as Paying Agent and Note Registrar
hereunder.

          (e) Any Paying Agent (other than the Trustee) or any Luxembourg
Paying Agent from time to time appointed hereunder shall execute and deliver
to the Trustee an instrument in which said Paying Agent shall agree with the
Trustee, subject to the provisions of this Section 8.11, that such Paying
Agent or Luxembourg Paying Agent will:

          (i) hold all sums held by it for the payment of principal of and
     interest on Notes in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise
     disposed of as herein provided;

          (ii) give the Trustee within five days thereafter notice of any
     Default by any obligor upon the Notes in the making of any such payment
     of principal or interest; and

          (iii) at any time during the continuance of any such Default, upon
     the written request of the Trustee, forthwith pay to the Trustee all sums
     so held in trust by such Paying Agent.


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          (f) Notwithstanding any other provision of this Indenture, any
payment required to be made to or received or held by the Trustee may, to the
extent authorized by written instructions of the Trustee, be made to or
received or held by a Paying Agent in the Borough of Manhattan, The City of
New York, for the account of the Trustee.

          (g) Any Person into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, consolidation or conversion to which any Authorized Agent shall be
a party, or any corporation succeeding to all or substantially all of the
corporate trust business of any Authorized Agent, shall be the successor of
such Authorized Agent hereunder, if such successor Person is otherwise
eligible under this Section 8.11, without the execution or filing of any paper
or any further act on the part of the parties hereto or such Authorized Agent
or such successor Person.

          (h) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee and the Issuer. The Issuer may, and at
the request of the Trustee shall, at any time, terminate the agency of any
Authorized Agent by giving written notice of such termination to the
Authorized Agent and to the Trustee. Upon the resignation or termination of an
Authorized Agent or in case at any time any such Authorized Agent shall cease
to be eligible under this Section 8.11 (when, in either case, no other
Authorized Agent performing the functions of such Authorized Agent shall have
been appointed), the Issuer shall promptly appoint one or more qualified
successor Authorized Agents approved by the Trustee to perform the functions
of the Authorized Agent which has resigned or whose agency has been terminated
or who shall have ceased to be eligible under this Section 8.11. The Issuer
shall give written notice of any such appointment to all Noteholders as their
names and addresses appear on the Note Register.

          (i) The Issuer initially appoints The Bank of New York as Note
Registrar and Paying Agent and The Bank of New York (Luxembourg) S.A. as
paying agent in Luxembourg (the "Luxembourg Paying Agent") in connection with
the Notes. The Luxembourg Paying Agent accepts such appointment and hereby
agrees and undertakes to comply with the provisions of Section 6.23. The
Issuer will appoint The Bank of New York (Luxembourg) S.A. as transfer agent
(the "Luxembourg Transfer Agent") in the event the Notes are issued in
definitive registered form.

          (j) So long as the Notes are listed on the Luxembourg Stock Exchange
and the rules of such Exchange so require, the Issuer will maintain a paying
agent and transfer agent in Luxembourg. If the Notes are listed on any other
securities exchange, the Issuer will satisfy any requirement at such
securities exchange as to paying agents. So long as the Notes are listed on
the Luxembourg Stock Exchange, any change in the Luxembourg Paying Agent or
Luxembourg Transfer Agent shall be notified to holders of the Notes by
publication of notices to the holders of the Securities in accordance with the
provisions of Section 14.5 of this Indenture.

          (k) Copies of all written information provided by the Issuer
hereunder, including without limitation, all such information and financial
statements provided to the Trustee under Section 6 hereof, shall be sent by
first class mail to the Luxembourg Paying Agent at its offices at Aerogolf
Centre, 1A Hoehenhof, L-1736 Senningerberg, G.D. Luxembourg, or such other
address as shall be designated by the Luxembourg Paying Agent to the Trustee
and the Issuer.


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          SECTION 8.12 Reports by Trustee. On or before March 15 in every
year, so long as any Notes are Outstanding hereunder, the Trustee shall
transmit to the Noteholders specified in Section 313(a) of the Trust Indenture
Act a brief report, dated as of the preceding December 31, to the extent
required by Section 313 of the Trust Indenture Act in accordance with the
procedures set forth in said Section. A copy of such report at the time of its
mailing to Noteholders shall be filed with the SEC and each stock exchange, if
any, on which the Notes are listed. The Issuer shall promptly notify the
Trustee if the Notes become listed on any stock exchange or any de-listing
thereof, and the Trustee shall comply with Section 313(d) of the Trust
Indenture Act.

          SECTION 8.13 Trustee Risk. None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if it shall have
reasonable ground for believing that the repayment of such funds or liability
is not reasonably assured to it. Whether or not expressly provided herein,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to
Section 8.1 and the requirements of the Trust Indenture Act.

          SECTION 8.14 Appointment of Co-Trustee. (a) It is the purpose of
this Indenture that there shall be no violation of any law of any
jurisdiction, denying or restricting the right of banking corporations or
associations to transact business as Trustee in such jurisdiction. It is
recognized that in case of litigation under this Indenture or any Transaction
Document, and in particular in case of the enforcement of any such document on
default, or in case the Trustee deems that by reason of any present or future
law of any jurisdiction it may not exercise any of the powers, rights or
remedies herein granted to the Trustee or hold title to the properties, in
trust, as herein granted, or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that the Trustee
appoint an additional individual or institution as a separate or co-trustee.
The following provisions of this Section 8.14 are adopted to these ends.

          (b) In the event that the Trustee appoints an additional individual
or institution as a separate or co-trustee, each and every remedy, power,
right, claim, demand, cause of action, immunity, estate, title, interest and
lien expressed or intended by this Indenture to be exercised by or vested in
or conveyed to the Trustee with respect thereto shall be exercisable by and
vested in such separate or co-trustee but only to the extent necessary to
enable such separate or co-trustee to exercise such powers, rights and
remedies, and every covenant and obligation necessary to the exercise thereof
by such separate or co-trustee shall run to and be enforceable by either of
them.

          (c) Should any instrument in writing be required by the separate
trustee or co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers,
trusts, duties and obligations, any and all such instruments in writing shall,
on request, be executed, acknowledged and delivered by the Issuer. In case any
separate trustee or co-trustee, or a successor to either, shall die, become
incapable of acting, resign or be removed, all the estates, properties,
rights, powers, trusts, duties and obligations of such separate trustee or
co-trustee, so far as permitted by law, shall vest in and be exercised by


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the Trustee until the appointment of a new trustee or successor to such
separate trustee or co-trustee.

          (d) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed the Trustee shall be
     incompetent or unqualified to perform such act or acts, in which event
     such rights, powers, duties and obligations (including the holding of
     title to any property or any portion thereof in any such jurisdiction)
     shall be exercised and performed singly by such separate trustee or
     co-trustee, but solely at the direction of the Trustee;

          (ii) no trustee hereunder shall be personally liable by reason of
     any act or omission of any other trustee hereunder;

          (iii) the Trustee may at any time accept the resignation of or
     remove any separate trustee or co-trustee. and

          (iv) each co-trustee appointed hereunder shall at all times be a
     bank that complies with the eligibility requirements set forth in Section
     310(a) of the Trust Indenture Act, have a combined capital and surplus of
     U.S.$100,000,000, have its corporate trust office in the Borough of
     Manhattan, the city of New York and have a long-term unsecured debt
     rating of at least "A2" by Moody's. If such bank publishes reports of
     condition at least annually, pursuant to law or to the requirements of a
     supervising or examining authority referred to in Section 301(a) of the
     Trust Indenture Act, then for the purposes of this subsection, the
     combined capital and surplus of such bank shall be deemed to be its
     combined capital and surplus as set forth in its most recent report of
     condition so published.

          SECTION 8.15 Knowledge of Default. If a Default or Event of Default
occurs and is continuing, and if the Trustee has actual knowledge thereof, as
determined pursuant to Section 8.1(b)(xi) hereof, the Trustee shall transmit
to each Noteholder, in the manner and to the extent provided in Section 313(c)
of the Trust Indenture Act, notice of the Default or Event of Default by the
earlier of 90 days after it occurs or 30 days after the Trustee has knowledge
of such Default or Event of Default.

                                  ARTICLE IX

                            CONCERNING THE HOLDERS


          SECTION 9.1 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken


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by Noteholders (collectively, an "Act" of such Noteholders, which term also
shall refer to the instruments or record evidencing or embodying the same) may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by an agent duly
appointed in writing or, alternatively, may be embodied in and evidenced by
the record of Noteholders voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Noteholders duly called
and held in accordance with the provisions of Article X, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record, or both, are delivered to the Trustee, and when it is
specifically required herein, to the Issuer. 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 8.1) conclusive in favor
of the Trustee and the Issuer, if made in the manner provided in this Section
9.1. The record of any meeting of Noteholders shall be proved in the manner
provided in Section 10.5.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to
such officer the execution thereof, or by an affidavit of a witness to such
execution sworn to before any such notary or other such officer, and where
such execution is by an officer of a corporation or association or of the
Issuer, on behalf of such corporation, association or the Issuer, such
certificate or affidavit shall also constitute sufficient proof of such
Person's 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 ownership of the Notes, the principal amount and serial
numbers of Notes held by any Person, and the date or dates of holding the
same, shall be proved by the Note Register and the Trustee shall not be
affected by notice to the contrary.

          (d) Any act of any Noteholder (i) shall bind the holder of such Note
and every future Noteholder of the same Note and the Noteholder of every Note
issued upon the transfer thereof or the exchange therefore or in lieu thereof,
whether or not notation of such action is made upon such Note and whether or
not such Noteholder has given its consent (unless required under this
Indenture) to such Act or was present at any duly held meeting, and (ii) shall
be valid notwithstanding that such Act is taken in connection with the
transfer of such Note to any other Person, including the Issuer or any
Affiliate thereof.

          (e) Until such time as written instruments shall have been delivered
with respect to the requisite percentage of principal amount of Notes for the
Act contemplated by such instruments, any such instrument executed and
delivered by or on behalf of a Noteholder may be revoked with respect to any
or all of such Notes by written notice by such Noteholder (or its duly
appointed agent) or any subsequent Noteholder (or its duly appointed agent),
proven in the manner in which such instrument was proven unless such
instrument is by its terms expressly irrevocable.

          (f) Notes authenticated and delivered after any Act of Noteholders
may, and shall if required by the Issuer, bear a notation in form approved by
the Issuer as to any action taken by


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such Act of Noteholders. If the Issuer shall so determine, new Notes so
modified as to conform, in the opinion of the Issuer, to such action, may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Notes.

          (g) The Issuer may, in the circumstances permitted by the Trust
Indenture Act, but shall not be obligated to, fix a record date for the
purpose of determining the Noteholders entitled to sign any instrument
evidencing or embodying an Act of the Noteholders. If a record date is fixed,
those Persons who were Noteholders at such record date (or their duly
appointed agents), and only those Persons, shall be entitled to sign any such
instrument evidencing or embodying an Act of Noteholders or to revoke any such
instrument previously signed, whether or not such Persons continue to be
Noteholders after such record date. No such instrument shall be valid or
effective if signed more than 90 days after such record date, and may be
revoked as provided in paragraph (e) above.

          (h) The Initial Notes and the Exchange Notes shall vote and consent
together on all matters as one class, and none of the Notes, and no tranche of
Notes, shall have the right to vote or consent as a separate class on any
matter.

          SECTION 9.2 Notes Owned by Issuer and Affiliates Deemed Not
Outstanding. In determining whether the holders of the requisite aggregate
principal amount of Notes have concurred in any request, demand,
authorization, direction, notice, consent and waiver or other act under this
Indenture, Notes which are owned by the Issuer, the Guarantor, or any
Affiliate of either of the foregoing shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination except that for the
purposes of determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver, only Notes for which a Responsible
Officer of the Trustee has received written notice of such ownership as
conclusively evidenced by the Note Register shall be so disregarded. The
Issuer shall furnish the Trustee, upon its reasonable request, with a list of
such Affiliates. Subject to the provisions of Section 315 of the Trust
Indenture Act, in case of a dispute as to such right, any decision by the
Trustee, taken upon the advice of counsel, shall be full protection to the
Trustee.

                                  ARTICLE X

                               HOLDERS' MEETINGS


          SECTION 10.1 Purposes for Which Noteholders' Meetings May be Called.
A meeting of Noteholders may be called at any time and from time to time
pursuant to this Article X for any of the following purposes:

          (a) to give any notice to the Issuer or to the Trustee, or to give
     any directions to the Trustee, or to waive or to consent to the waiving
     of any default hereunder and its consequences, or to take any other
     action authorized to be taken by Noteholders pursuant to Article VII;

          (b) to remove the Trustee and appoint a successor Trustee pursuant
     to Article VIII;


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          (c) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to Section 11.1; or

          (d) to take any other action authorized to be taken by or on behalf
     of the holders of any specified aggregate principal amount of the Notes
     under any other provision of this Indenture or under applicable law.

          SECTION 10.2 Trustee, Issuer and Noteholders May Call Meeting. The
Trustee, the Issuer and the Noteholders may call a meeting of the Noteholders
at any time by giving notice thereof as provided in Section 14.5. In case the
Issuer, pursuant to a Board Resolution, or the holders of at least 10% in
aggregate principal amount of the Notes then Outstanding shall have requested
the Trustee to call a meeting of Noteholders, by written request setting forth
in general terms the action proposed to be taken at the meeting, and the
Trustee shall not have made the mailing of the notice of such meeting within
20 days after receipt of such request, then the Issuer or such Noteholders in
the amount above specified may determine the time and the place in the Borough
of Manhattan, The City of New York, for such meeting and may call such meeting
to take any action authorized in Section 10.1 by giving notice thereof as
provided in Section 14.5. Notice of every meeting of the Noteholders shall set
forth the time and place of such meeting and, in general terms, the action
proposed to be taken at such meeting and shall be given not less than 30 nor
more than 60 days prior to the date fixed for the meeting.

          SECTION 10.3 Persons Entitled to Vote At Meeting. To be entitled to
vote at any meeting of Noteholders a person shall be (a) Noteholder of one or
more Notes with respect to which such meeting is being held or (b) a person
appointed by an instrument in writing as proxy for the Noteholder or
Noteholders of such Notes by a Noteholder of one or more such Notes. The only
persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Issuer and its counsel.

          SECTION 10.4 Determination of Voting Rights; Conduct and Adjournment
of Meeting. (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Noteholders, in regard to proof of the holding of Notes and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit. Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 9.1 or other
proof. Except as otherwise permitted or required by any such regulations, the
holding of Notes shall be proved in the manner specified in Section 9.1 and
the appointment of any proxy shall be proved in the manner specified in said
Section 9.1 or by having the signature of the person executing the proxy
witnessed or guaranteed by any bank, banker, trust company or firm
satisfactory to the Trustee.

          (b) The Issuer or the Noteholders calling the meeting, as the case
may be, shall appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Noteholders
of a majority in aggregate principal amount of the Notes represented at the
meeting and entitled to vote.


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<PAGE>


          (c) Subject to the provisions of Section 9.2, at any meeting each
Noteholder proxy shall be entitled to one vote for each U.S.$1,000 principal
amount of Notes held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Note challenged as
not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote other
than by virtue of Notes held by him or instruments in writing as aforesaid
duly designating him as the person to vote on behalf of other Noteholders. Any
meeting of Noteholders duly called pursuant to Section 10.2 may be adjourned
from time to time, and the meeting may be held as so adjourned upon notice as
set forth in Section 10.2. At any meeting, the presence of persons holding or
representing Notes with respect to which such meeting is being held in an
aggregate principal amount sufficient to take action upon the business for the
transaction of which such meeting was called shall be necessary to constitute
a quorum; but, if less than a quorum be present, the persons holding or
representing a majority of the Notes represented at the meeting may adjourn
such meeting with the same effect, for all intents and purposes, as though a
quorum had been present.

          SECTION 10.5 Counting Votes and Recording Action of Meeting. The
vote upon any resolution submitted to any meeting of Noteholders shall be by
written ballots on which shall be subscribed the signatures of the Noteholders
or of their representatives by proxy and the serial numbers and principal
amounts of the Notes held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate
of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Noteholders shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting. The record shall show the serial numbers of the Notes
voting in favor of or against any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Issuer and the
other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

                                  ARTICLE XI

                            SUPPLEMENTAL INDENTURES

          SECTION 11.1 Supplemental Indenture With Consent of Noteholders. (a)
With the consent of the Majority Noteholders, the Issuer may, and the Trustee,
subject to Sections 11.3 and 11.4, shall, enter into an indenture or
indentures supplemental hereto for the purpose of amending the provisions of
this Indenture; provided, however, that without the consent of the Noteholder
of each Outstanding Note directly affected thereby, no such supplemental
indenture shall (with respect to any Notes held by non-consenting Noteholder
of such Notes) cause any of the following:


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<PAGE>



          (i) change the maturity of any payment of the principal of, or any
     installment of interest on, any Note, or reduce the principal amount
     thereof or the rate of interest thereon, or change the method of
     computing the amount of principal thereof or interest payable thereon on
     any date or change any place of payment where, or the coin or currency in
     which, the principal of or interest (including Additional Amounts) on any
     Note is payable, or impair the right of the Noteholders to institute suit
     for the enforcement of any such payment on or after the maturity or the
     date of payment, as the case may be, thereof (or, in the case of
     redemption or repayment, on or after the Early Tax Redemption Date or the
     Payment Date, as the case may be); or

          (ii) reduce the percentage in aggregate principal amount of the
     Outstanding Notes, 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

          (iii) modify any of the provisions of this Section or Section 7.4,
     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 each Noteholder.

          (b) Upon receipt by the Trustee of Board Resolutions and such other
documentation as the Trustee may reasonably require and upon the filing with
the Trustee of evidence of the Act of said Noteholders, the Trustee shall join
in the execution of such supplemental indenture or other instrument, as the
case may be, subject to the provisions of Sections 11.3 and 11.4.

          (c) It shall not be necessary for any Act of Noteholders 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.

          (d) The Trustee may execute and deliver any amendment to the
Guaranty or grant any waiver thereof with the consent of the majority
Noteholders.

          (e) The Issuer shall deliver notice to the Rating Agencies of any
indenture or supplemental indenture or any amendment or waiver to the Guaranty
to be executed pursuant to this Section 11.1 prior to the execution of such
indenture or supplemental indenture or such amendment or waiver to the
Guaranty.

          SECTION 11.2 Supplemental Indentures Without Consent of Noteholders.
Notwithstanding anything to the contrary provided for in Section 11.1 hereof
the Issuer, at any time and from time to time, may, without the consent of any
Noteholders, enter into one or more indentures supplemental hereto in form
satisfactory to the Trustee for any of the following purposes:

          (a) to establish the form and terms of Notes permitted by Sections
     2.1 and 2.5; or

          (b) to evidence the succession of another entity to the Issuer and
     the assumption by any such successor of the covenants of the Issuer
     herein contained; or


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<PAGE>


          (c) to evidence the succession of a new Trustee hereunder pursuant
     to Section 8.9; or

          (d) to add further covenants of the Issuer and any restrictions,
     conditions or provisions as the Board of Directors shall consider to be
     for the protection of the Noteholders, and to make the occurrence, or the
     occurrence and continuance of a default in any such covenants,
     restrictions, conditions or provisions an Event of Default permitting the
     enforcement of all or any of the several remedies provided in this
     Indenture as herein set forth; or

          (e) to convey, transfer and assign to the Trustee properties or
     assets to secure the Notes, and to correct or amplify the description of
     any property at any time subject to this Indenture or the Transaction
     Documents or to assure, convey and confirm unto the Trustee any property
     subject or required to be subject to this Indenture or the Transaction
     Documents; or

          (f) to modify, eliminate or add to the provisions of this Indenture
     to such extent as shall be necessary to qualify it under the Trust
     Indenture Act, if necessary, or under any similar United States federal
     statute hereafter enacted, and to add to this Indenture such other
     provisions as may be expressly permitted by the Trust Indenture Act,
     excluding, however, the provisions referred to in Section 316(a)(2) of
     the Trust Indenture Act as in effect at the date as of which this
     instrument was executed or any corresponding provision in any similar
     United States federal statute hereafter enacted; or

          (g) to permit or facilitate the issuance of Notes in uncertificated
form; or

          (h) to cure any ambiguity, to correct or supplement any provision in
this Indenture or the Transaction Documents that may be defective or
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided
such action shall not adversely affect the interest of the Noteholders in any
material respect.

          SECTION 11.3 Execution of Supplemental Indentures. In executing
supplemental indentures permitted by this Article XI or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 8.1) 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 and all conditions
precedent to the execution of such supplemental indenture have been met. The
Trustee may, but shall not be obligated to, enter into any supplemental
indentures which affect the Trustee's own rights, duties or immunities under
this Indenture, the Notes or otherwise.

          SECTION 11.4 Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article XI, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Noteholder theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.


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          SECTION 11.5 Conformity With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article XI shall conform to the
requirements of the Trust Indenture Act as then in effect.

          SECTION 11.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article XI may, and shall if required by the Issuer, bear a
notation in form approved by the Issuer as to any matter provided for in such
supplemental indenture; and, in such case, suitable notation may be made upon
Outstanding Notes after proper presentation and demand. If the Issuer shall so
determine, new Notes so modified as to conform, in the opinion of the Issuer
and the Trustee, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Outstanding Notes.


                                 ARTICLE XII

                          SATISFACTION AND DISCHARGE

          SECTION 12.1 Satisfaction and Discharge of Notes. (a) The Notes
shall, on or prior to the Interest Payment Date with respect to the repayment
of principal thereof, be deemed to have been paid for all purposes of this
Indenture, and the entire indebtedness of the Issuer in respect of this
Indenture and the Notes shall be deemed to have been satisfied and discharged,
upon satisfaction of the following conditions:

          (i) the Issuer shall have irrevocably deposited or caused to be
     deposited with the Trustee, in trust, money in an amount which shall be
     sufficient to pay when due the principal of and interest due and to
     become due on the Notes on or prior to the Interest Payment Date with
     respect to the repayment of principal thereof or upon redemption;

          (ii) if any such deposit of money shall have been made prior to the
     Interest Payment Date with respect to the repayment of principal, the
     Early General Redemption Date or the Early Tax Redemption Date of such
     Notes, as the case may be, the Issuer shall have delivered to the Trustee
     an Issuer Order stating that such money shall be held by the Trustee, in
     trust;

          (iii) in the case of redemption of Notes, the Issuer Order with
     respect to such redemption pursuant to Article IV shall have been given
     to the Trustee; and

          (iv) there shall have been delivered to the Trustee an Opinion of
     Counsel to the effect that such satisfaction and discharge of the
     indebtedness of the Issuer with respect to the Notes shall not be deemed
     to be, or result in, a taxable event with respect to the Noteholders for
     purposes of United States federal income taxation unless the Trustee
     shall have received documentary evidence that each Noteholder either is
     not subject to, or is exempt from, United States federal income taxation.


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          (b) Upon satisfaction of the aforesaid conditions with respect to
the Notes, the Trustee shall, upon receipt of an Issuer Order, execute proper
instruments acknowledging satisfaction and discharge of the Notes.

          (c) In the event that Notes which shall be deemed to have been paid
as provided in this Section 12.1 do not mature and are not to be redeemed
within the 60-day period commencing on the date of the deposit with the
Trustee of moneys, the Issuer shall, as promptly as practicable, give a
notice, in the same manner as a notice of redemption with respect to such
Notes, to such Noteholders to the effect that such Notes are deemed to have
been paid and the circumstances thereof.

          (d) Notwithstanding the satisfaction and discharge of any Notes as
aforesaid, the obligations of the Issuer and the Trustee in respect of such
Notes under Sections 2.12, 2.13, 2.14 and 8.5 and this Article XII shall
survive.

          SECTION 12.2 Satisfaction and Discharge of Indenture. (a) This
Indenture shall upon the Issuer Order cease to be of further effect (except as
hereinafter expressly provided), and the Trustee, at the expense of the
Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:

          (i) either:

               (x) all Notes theretofore authenticated and delivered (other
          than (A) Notes which have been destroyed, lost or stolen and which
          have been replaced or paid as provided in Section 2.14 and (B) Notes
          deemed to have been paid in accordance with Section 12.1) have been
          delivered to the Trustee for cancellation; or

               (y) all Notes not theretofore delivered to the Trustee for
          cancellation shall be deemed to have been paid in accordance with
          Section 12.1;

          (ii) all other sums due and payable hereunder have been paid; and

          (iii) the Issuer 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.

          (b) Upon satisfaction of the aforesaid conditions, the Trustee
shall, upon receipt of an Issuer Order, execute proper instruments
acknowledging satisfaction and discharge of the Indenture and take all other
action reasonably requested by the Issuer to evidence the termination of any
and all Liens created by or with respect to this Indenture.

          (c) Notwithstanding the satisfaction and discharge of this Indenture
as aforesaid, the obligations of the Issuer and the Trustee under Sections
2.12, 2.13, 2.14 and 8.5 and this Article XII shall survive.

          (d) Upon satisfaction and discharge of this Indenture as provided in
this Section 12.2, the Trustee shall assign, transfer and turn over to or upon
the order of the Issuer, any and


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all money, securities and other property then held by the Trustee for the
benefit of the Noteholders, other than money deposited with the Trustee
pursuant to Section 12.1(a) and interest and other amounts earned or received
thereon.

          SECTION 12.3 Application of Trust Money. The money deposited with
the Trustee pursuant to Section 12.1 shall not be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the
principal of and interest on the Notes or portions of principal amount thereof
in respect of which such deposit was made.



                                 ARTICLE XIII

                                  DEFEASANCE

          SECTION 13.1 Issuer's Option to Effect Defeasance or Covenant
Defeasance. The Issuer may at its option by a Board Resolution, at any time,
elect to have either Section 13.2 or Section 13.3 applied to the Notes upon
compliance with the conditions set forth below in this Article XIII.

          SECTION 13.2 Defeasance and Discharge. Upon the Issuer's exercise of
the option provided in Section 13.1 to have this Section 13.2 applied to all
the Notes, the Issuer shall be deemed to have been discharged from its
obligations with respect to the Notes Outstanding on the date the conditions
in Section 13.4 are satisfied (a "Defeasance"). For this purpose, such
Defeasance means that the Issuer shall be deemed to have paid and discharged
the entire indebtedness represented by the Notes and to have satisfied all its
other obligations under the Notes and this Indenture, including the provisions
of Article XII (and the Trustee, at the expense of the Issuer, shall execute
proper instruments acknowledging the same) except for the following, which
shall survive until otherwise terminated or discharged hereunder: (a) the
rights of such Noteholders to receive, solely from the trust fund described in
Section 13.4 and as more fully set forth in such Section, payments in respect
of the principal of and interest (including any Additional Amounts) on the
Notes when such payments are due, (b) the Issuer's obligations with respect to
such Notes under Sections 2.12, 2.13, 2.14, 2.15, 2.16, 6.10, 8.4, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (d)
this Article XIII and the Issuer's obligations to the Trustee under Section
8.5. Subject to compliance with this Article XIII, the Issuer may exercise its
option under this Section 13.2 notwithstanding the prior exercise of its
option under Section 13.3.

          SECTION 13.3 Covenant Defeasance. Upon the Issuer's exercise of the
option provided in Section 13.1 to have this Section 13.3 applied to the
Notes, (i) the Issuer shall be released from its obligations under Article VI
with respect to the Notes and (ii) the occurrence of an event with respect to
such Notes specified in Article VI (except with respect to Section 7.1(a),
(b), (g), (h), (i), (j) and (k), shall not be deemed to be an Event of Default
on and after the date the conditions set forth in Section 13.4 are satisfied
(a "Covenant Defeasance"). For this purpose, such Covenant Defeasance means
that, with respect to the Notes, the Issuer may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in


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any such Section or clause, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or clause or by reason of any
reference in any such Section or clause to any other provision herein or in
any other document, but the remainder of this Indenture shall be unaffected
thereby.

          SECTION 13.4 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 13.2 or
Section 13.3 to the then Outstanding Notes:

          (a) The Issuer shall irrevocably have deposited or caused to be
deposited with the Trustee in trust for the purpose of making the following
payments specifically pledged as security for, and dedicated solely to, the
benefit of the Noteholders, (i) U.S. dollars, or (ii) U.S. government
obligations or (iii) a combination thereof, in an amount 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, sufficient, in the opinion of an
internationally 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 other qualifying
trustee) to pay and discharge, the principal of and each installment of
interest (including Additional Amounts) on the Notes on the Maturity Date of
such principal of or installment of interest (including Additional Amounts) in
accordance with the terms of this Indenture and the Notes.

          (b) In the case of an election under Section 13.2, the Issuer shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the
Issuer has received from, or there has been published by, the U.S. Internal
Revenue Service a ruling, or (ii) since the date of this Indenture there has
been a change in the applicable United States Federal income tax law or the
interpretation thereof, in either case to the effect that, and based thereon
such opinion shall confirm that, the Noteholders will not recognize gain or
loss for United States federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to United States Federal
income tax on the same amount, in the same manner and at the same time as
would have been the case if such deposit, defeasance and discharge had not
occurred.

          (c) In the case of an election under Section 13.3, the Issuer shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Noteholders will not recognize gain or loss for United States federal income
tax purposes as a result of such deposit and Covenant Defeasance and will be
subject to United States Federal income tax on the same amount, in the same
manner and at the same time as would have been the case if such deposit and
Covenant Defeasance had not occurred.

          (d) No Default or Event of Default shall have occurred and be
continuing on the date of such deposit or, insofar as subsections 7.1 (i) and
(j) inclusive are concerned, at any time during the period ending on the 121st
day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period).

          (e) Such Defeasance or Covenant Defeasance shall not (i) cause the
Trustee to have a conflicting interest for the purposes of the Trust Indenture
Act with respect to any


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securities of the Issuer or (ii) result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
Issuer is a party or by which it is bound.

          (f) The Issuer shall have delivered to the Trustee an Opinion of
Counsel to the effect that payment of amounts deposited in trust with the
Trustee as provided in clause (a) hereof will not be subject to future taxes,
duties, fines, penalties, assessments or other governmental charges imposed,
levied, collected, withheld or assessed by, within or on behalf of a Taxing
Jurisdiction, except to the extent that Additional Amounts in respect thereof
shall have been deposited in trust with the Trustee as provided in clause (a)
hereof.

          (g) The Issuer shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that all conditions
precedent provided for relating to either the Defeasance under Section 13.2 or
the Covenant Defeasance under Section 13.3, as the case may be, have been
complied with.

          (h) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company as defined
in the Investment Company Act of 1940, as amended.

          SECTION 13.5 Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions
of Section 8.4, all money and U.S. government obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 13.4 in
respect of the Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent) as the Trustee may determine, to the
Noteholders, of all sums due and to become due thereon in respect of principal
and interest, but such money need not be segregated from other funds except to
the extent required by law.

          (b) The Issuer shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the money or the U.S.
government obligations deposited pursuant to Section 13.4 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 Noteholders.

          (c) Anything in this Article XIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuer from time to time upon request
any money or U.S. government obligations held by it as provided in Section
13.4 which, in the opinion of an internationally 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 an equivalent defeasance or covenant
defeasance.

          SECTION 13.6 Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with Section 13.2 or 13.3 by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations of
the Issuer under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to this Article XIII until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section


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<PAGE>


13.2 or 13.3; provided, however, that if the Issuer makes any payment of
principal of or interest on or Additional Amounts in respect of the Notes
following the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Noteholders to receive such payment from the money held
by the Trustee or the Paying Agent.

                                 ARTICLE XIV

                                 MISCELLANEOUS

          SECTION 14.1 Compliance Certificates and Opinions. (a) Except as
otherwise expressly provided by this Indenture, upon any application or
request by the Issuer to the Trustee that the Trustee take any action under
any provision of this Indenture, the Issuer shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and, if so requested by the Trustee, an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any particular application or
request as to which the furnishing of documents is specifically required by
any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

          (b) Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

          (i) a statement that each individual signing such certificate or
     opinion has read such covenant or condition;

          (ii) 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;

          (iii) a statement that, in the opinion of each such individual, such
     examination or investigation has been made as is necessary to enable such
     individual to express an informed opinion as to whether or not such
     covenant or condition has been complied with; and

          (iv) a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with.

          (c) With the delivery of this Indenture, the Issuer is furnishing to
the Trustee, and from time to time thereafter may furnish, an Officer's
Certificate identifying and certifying the incumbency and specimen signatures
of the Authorized Representatives. Until the Trustee receives a subsequent
Officer's Certificate, the Trustee shall be entitled to conclusively rely on
the last such Officer's Certificate delivered to it for purposes of
determining the Authorized Representatives of the Issuer.

          SECTION 14.2 Form of Documents Delivered to Trustee. (a) In any case
where several matters are required to be certified by, or covered by an
opinion of any specified Person,


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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 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.

          (b) Any certificate or opinion of an officer of the Issuer 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 has reason to
believe that the certificate or opinion or representations with respect to the
matters upon which such officer's certificate or opinion is based are
erroneous or otherwise inaccurate. Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate of,
or representations by, an Authorized Representative of the Issuer stating that
the information with respect to such factual matters is in the possession of
the Issuer, unless such counsel knows that the certificate or representations
with respect to such matters are erroneous.

          (c) Any Opinion of Counsel stated to be based on the opinion of
other counsel shall be accompanied by a copy of such other opinion.

          (d) 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 14.3 Pledge of Interest in Accounts and Related Collateral.
(a) The Issuer hereby pledges to the Trustee (for the benefit of the
Noteholders) which such pledge, for purposes of Brazilian law, is made
pursuant to article 1431 et seq. and 1451 et seq.of the Brazilian Civil Code,
and hereby grants to the Trustee for the benefit of the Noteholders) a
security interest in all of its rights, title and interest (if any) in (a) the
Guaranty, (b) the Insurance Policy, (c) the Payment Account, (d) the Reserve
Account, (e) each Letter of Credit, (f) all Permitted Investments obtained
with proceeds of the Reserve Account or the Payment Account, (g) all interest,
dividends, distributions, cash, instruments and other property from time to
time received, receivable or on deposit in the Reserve Account or the Payment
Account, and (h) all proceeds of any of the foregoing (together, the
"Collateral"). The Issuer agrees to take all such action as is necessary or as
the Trustee may reasonably require, including delivering Opinions of Counsel
in form and substance acceptable to the Trustee, as to the grant and
perfection of the foregoing security interests.

          (b) The security interest granted in the Collateral, except to the
extent that withdrawals from the Reserve Account are otherwise limited as set
forth in Section 5.2 hereof, shall secure the payment of all obligations of
the Issuer now or hereafter existing under the Transaction Documents, whether
direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, fees, premiums, penalties,
indemnifications, contract causes of action, costs, expenses or otherwise.

          SECTION 14.4 Notices, Etc. to Trustee. Any Act of Noteholders or
other document required or permitted by this Indenture shall be deemed to have
been made or given, as applicable, only if such notice is in writing and
delivered personally, or by registered or


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certified first-class United States mail with postage prepaid and return
receipt requested, or made, given or furnished in writing by confirmed
telecopy or facsimile transmission, or by prepaid courier service to the
appropriate party as set forth below:

          Trustee:  The Bank of New York
                    101 Barclay Street, 21W
                    New York, NY 10286
                    Attention:  Global Finance Unit
                    Telecopier No.: (212) 328-7318
                    Telephone No.: (212) 328-7529

          Issuer:   Companhia Brasileira de Bebidas
                    Rua Dr. Renato Paes de Barros, 1017, 4(0)andar
                    04530-001 Sao Paulo, SP
                    Brazil
                    Attention : Tobias Stingelin and Andrea Vianna Jorge Ruiz
                    Telephone : (55-11) 2122-1454 and (55-11) 2122-1540
                    Telecopier: (55-11) 2122-1415 and (55-11) 2122-1210

Copies of all notices received or given by the Trustee hereunder or under each
other Transaction Documents shall be delivered concurrently with their
delivery or promptly after their receipt, as applicable, (but in any event
within one Business Day) hereunder to the Rating Agencies at:

                    Moody's Investors Service
                    99 Church Street
                    New York, NY 10007
                    Attention: Maria Muller
                               Latin American ABS Monitoring

                    Standard & Poor's
                    55 Water Street
                    New York, NY 10041
                    Attention: Diane Audino
                               Latin American Structured Finance

                    Fitch, Inc.
                    55 E. Monroe, Suite 3500
                    Chicago, IL 60603
                    Attention: Latin American Structured Surveillance

Any party may change its address by giving notice of such change in the manner
set forth herein. Any notice given to a party by mail or by courier shall be
deemed delivered upon receipt thereof (unless the party refuses to accept
delivery, in which case the party shall be deemed to have accepted delivery
upon presentation). Any notice given to a party by telecopy or facsimile
transmission shall be deemed effective on the date it is actually sent to the
intended recipient by confirmed telecopy or facsimile transmission to the
telecopier number specified above.


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          SECTION 14.5 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders 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 Noteholder, at its address as
it appears in the Note 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. So long as the Notes are listed on the Luxembourg Stock Exchange and
so long as it is required by the rules of the Luxembourg Stock Exchange,
publication of any notice to the Noteholders shall be made in English in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort) or, if such publication is not practicable, in a
leading English language daily newspaper with general circulation in Europe,
such newspaper being published on each business day in morning editions,
whether or not it shall be published in Saturday, Sunday or holiday editions.
Where this Indenture provides for notice, 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 Noteholders 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 any case where notice to Noteholders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given.

          SECTION 14.6 Conflict With Trust Indenture Act. This Indenture is
subject to the provisions of the Trust Indenture Act, that are required to be
part of this Indenture and shall, to the extent applicable, be governed by
such provisions, which are incorporated by reference in and made a part of
this Indenture. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under the Trust
Indenture Act to be a part of and govern this Indenture, the latter provision
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
latter provision shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be.

          As used within the Trust Indenture Act, the following terms have the
following meanings:

          "indenture securities" means the Notes,

          "indenture security holder" means a Noteholder,

          "indenture to be qualified" means this Indenture,

          "indenture trustee" or "institutional trustee" means the Trustee,
     and

          "obligor" on the indenture securities means the Issuer.

          All other Trust Indenture Act terms used in this Indenture that are
defined (i) by the Trust Indenture Act, (ii) by Trust Indenture Act reference
to another statute or (iii) by SEC rule under the Trust Indenture Act have the
meanings assigned to them by such definitions.


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<PAGE>


          SECTION 14.7 Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

          SECTION 14.8 Successors and Assigns. All covenants, agreements,
representations and warranties in this Indenture by the Trustee and the Issuer
shall bind and, to the extent permitted hereby, shall inure to the benefit of
and be enforceable by their respective successors and assigns, whether so
expressed or not.

          SECTION 14.9 Severability Clause. In case any provision in this
Indenture or in the Notes 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 14.10 Benefits of Indenture. Nothing in this Indenture or in
the Notes, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Noteholders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

          SECTION 14.11 Legal Holidays. In any case where the Early General
Redemption Date, the Early Tax Redemption Date or any Interest Payment Date
with respect to any Note or of any installment of principal thereof or payment
of interest thereon, or any date on which any defaulted interest is proposed
to be paid, shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or such Note) payment of interest and/or principal
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the Early General Redemption
Date, the Early tax Redemption Date or on the Interest Payment Date, or on the
date on which the defaulted interest is proposed to be paid, and, except as
provided in any Supplemental Indenture setting forth the terms of such Note,
if such payment is timely made, no interest shall accrue for the period from
and after such Early General Redemption Date, Early Tax Redemption Date or
Interest Payment Date, or date for the payment of defaulted interest, as the
case may be, to the date of such payment.

          SECTION 14.12 Currency Rate Indemnity. (a) The Issuer shall (to the
extent lawful) indemnify the Trustee and the Noteholders and keep them
indemnified against:

          (i) in the case of nonpayment by the Issuer of any amount due to the
     Trustee, on behalf of the Noteholders, under this Indenture any loss or
     damage incurred by any of them arising by reason of any variation between
     the rates of exchange used for the purposes of calculating the amount due
     under a judgment or order in respect thereof and those prevailing at the
     date of actual payment by the Issuer; and

          (ii) any deficiency arising or resulting from any variation in rates
     of exchange between (i) the date as of which the local currency
     equivalent of the amounts due or contingently due under this Indenture or
     in respect of the Notes is calculated for the purposes of any bankruptcy,
     insolvency or liquidation of the Issuer, and (ii) the final date for
     ascertaining the amount of claims in such bankruptcy, insolvency or
     liquidation. The amount of such deficiency shall be deemed not to be
     increased or reduced by any


                                      86


<PAGE>


     variation in rates of exchange occurring between the said final date and
     the date of any bankruptcy, insolvency or liquidation or any distribution
     of assets in connection therewith.

          (b) The Issuer agrees that, if a judgment or order given or made by
any court for the payment of any amount in respect of its obligations
hereunder is expressed in a currency (the "Judgment Currency") other than U.S.
dollars (the "Denomination Currency"), it will indemnify the relevant
Noteholder against any deficiency arising or resulting from any variation in
rates of exchange between the date at which the amount in the Denomination
Currency is notionally converted into the amount in the Judgment Currency for
the purposes of such judgment or order and the date of actual payment thereof.

          (c) The above indemnities shall constitute separate and independent
obligations of the Issuer from its obligations hereunder, will give rise to
separate and independent causes of action, will apply irrespective of any
indulgence granted from time to time and will continue in full force and
effect notwithstanding any judgment or the filing of any proof or proofs in
any bankruptcy, insolvency or liquidation of the Issuer for a liquidated sum
or sums in respect of amounts due under this Indenture or the Notes.

          SECTION 14.13 Communication by Noteholders With Other Noteholders.
Noteholders may communicate pursuant to Section 312(b) of the Trust Indenture
Act with other Noteholders with respect to their rights under this Indenture
and the Notes. The Issuer, the Trustee, the Note Registrar and anyone else
shall have the protection of Section 312(c) of the Trust Indenture Act.

          SECTION 14.14 Governing Law. This Indenture shall be governed by,
and construed in accordance with, the laws of the State of New York.

          SECTION 14.15 Waiver of Jury Trial. THE ISSUER AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS INDENTURE OR THE ACTIONS OF THE TRUSTEE IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

          SECTION 14.16 Waiver of Immunity. This Indenture and any other
documents delivered pursuant hereto, and any actions taken hereunder,
constitute commercial acts by the Issuer. The Issuer irrevocably and
unconditionally and to the fullest extent permitted by law, waives, and agrees
not to plead or claim, any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) for itself
of any of its property, assets or revenues wherever located with respect to
its obligations, liabilities or any other matter under or arising out of or in
connection with this Indenture or any document delivered pursuant hereto, in
each case for the benefit of each assigns, it being intended that the
foregoing waiver and agreement will be effective , irrevocable and not subject
to withdrawal in any and all jurisdiction, and, without limiting the
generality of the foregoing, agrees that the waivers set forth in this Section


                                      87


<PAGE>


14.16 shall have the fullest scope permitted under the United States Foreign
Sovereign Immunities Act of 1976 and are intended to be irrevocable for the
purposes of such act.

          SECTION 14.17 Submission to Jurisdiction, Etc. (a) The Issuer and
the Trustee irrevocably submit to the non-exclusive jurisdiction of any court
of the State of New York or any United States Federal court sitting in the The
City of New York, New York, United States, and any appellate court from any
thereof, in any suit, action or proceeding arising out of this Indenture, the
Notes or any of the other Transaction Documents to which each is or is to be a
party, or for recognition or enforcement of any judgment, and the Issuer and
the Trustee hereby irrevocably and unconditionally agree that all claims in
respect of such action or proceeding may be heard and determined in any such
court of the State of New York or, to the extent permitted by law, in such
Federal court . The Issuer and the Trustee irrevocably waive, to the fullest
extent permitted by law, any objection to any suit, action, or proceeding that
may be brought in connection with this Indenture in such courts whether on the
grounds of venue, residence or domicile or on the ground that any such suit,
action or proceeding has been brought in an inconvenient forum. The Issuer and
the Trustee agree that final judgment in any such suit, action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Indenture,
the Notes or any other Transaction Documents shall affect any right that any
party may otherwise have to bring any action or proceeding relating to this
Indenture, the Notes or any other Transaction Document in the courts of any
jurisdiction.

          (b) The Issuer hereby irrevocably appoints and empowers CT
Corporation System, located at 111 Eighth Avenue, New York, New York 10011 as
its authorized agent (the "Process Agent") to accept and acknowledge for and
on its behalf and on behalf of its property service of any and all legal
process, summons, notices and documents which may be served in any such suit,
action or proceeding in any New York State court or United States Federal
court sitting in The City of New York, New York, United States and any
appellate court from any thereof, which service may be made on such designee,
appointee and agent in accordance with legal procedures prescribed for such
courts. The Issuer will take any and all action necessary to continue such
designation in full force and effect and to advise the Trustee of any change
of address of such Process Agent; should such Process Agent become unavailable
for this purpose for any reason, the Issuer will promptly and irrevocably
designate a new Process Agent within New York, New York, which will agree to
act as such, with the powers and for the purposes specified in this subsection
(b). The Issuer irrevocably consents and agrees to the service and any and all
legal process, summons, notices and documents out of any of the aforesaid
courts in any such action, suit or proceeding by hand delivery, to it at its
address set forth in Section 14.4 or to any other address of which it shall
have given notice pursuant to Section 14.4 or to its Process Agent. Service
upon the Issuer or the Process Agent as provided for herein will, to the
fullest extent permitted by law, constitute valid and effective personal
service upon it and the failure of the Process Agent to give any notice of
such service to the Issuer shall not impair or affect in any way the validity
of such service or any judgment rendered in any action or proceeding based
thereon.

          SECTION 14.18 Execution in Counterparts. This Indenture and each
amendment, waiver and consent with respect hereto may be executed in any
number of counterparts and by different parties thereto in separate
counterparts, each of which when so


                                      88


<PAGE>


executed shall be deemed to be an original, and all of which taken together
shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Indenture by telecopier shall be
effective as delivery of an original executed counterpart of this Indenture.

          SECTION 14.19 Entire Agreement. This Indenture, together with the
Notes, the Guaranty, the Insurance Policy, the Registration Rights Agreement,
and the Insurance Side Agreement, sets forth the entire agreement of the
parties hereto with respect to the subject matter hereof.


                                      89


<PAGE>


          IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.

                                    COMPANHIA BRASILEIRA DE BEBIDAS
                                      as the Issuer


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

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


                                    THE BANK OF NEW YORK,
                                      as Trustee and as Paying Agent

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


                                    THE BANK OF NEW YORK (LUXEMBOURG) S.A.,
                                      as Luxembourg Paying Agent

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



WITNESSES:


1.
    -------------------------
    Name:


2.  -------------------------
    Name:


                                      90


<PAGE>


                                                                   EXHIBIT A-1


                   FORM OF RULE 144A RESTRICTED GLOBAL NOTE


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

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

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT, THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF
NOT LESS THAN U.S.$100,000, FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, TO
WHOM NOTICE IS GIVEN THAT THE


                                    A-1-1


<PAGE>


TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


                                    A-1-2


<PAGE>


                        COMPANHIA BRASILEIRA DE BEBIDAS

                             8.75% NOTES DUE 2013

                       RULE 144A RESTRICTED GLOBAL NOTE


No.  R-1
CUSIP No.: 20441X AC 6
ISIN No.: US20441XAC65

Common Code: 017685309

                                                      Principal Amount: US$[ ]
                                     Initial Issuance Date: September 18, 2003


          This Note is one of a duly authorized issue of Notes of Companhia
Brasileira de Bebidas, a sociedade anonima organized and existing under the
laws of the Federative Republic of Brazil (the "Issuer"), designated as its
8.75% Notes due 2013 (the "Notes"), issued in an initial aggregate principal
amount of U.S.$500,000,000 under an indenture (the "Indenture") dated as of
September 18, 2003, among the Issuer, The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture) and
The Bank of New York (Luxembourg) S.A. as paying agent in Luxembourg, to which
Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Issuer, the Trustee and the Noteholders, and of the terms upon which the Notes
are, and are to be, authenticated and delivered. The obligations of the Issuer
under this Note and the Indenture have been guaranteed by Companhia de Bebidas
das Americas - AMBEV (the "Guarantor") pursuant to a Guaranty dated as of
September 18, 2003 between the Guarantor and the Trustee. All terms used in
this Note which are defined in the Indenture and not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

          The Issuer, for value received, hereby promises to pay to Cede & Co.
or registered assigns, as nominee of The Depository Trust Company ("DTC") and
the holder of record of this Note (the "Holder" or "Noteholder"), the
principal amount specified above in U.S. dollars on September 15, 2013 (or
earlier or later as provided in the Indenture as hereinafter described) upon
presentation and surrender hereof, at the office or agency of the Trustee
referred to below; provided, however, if the Issuer and the Guarantor have
provided the certificate required to be presented under Section 2.6 of the
Indenture, the principal amount of the Notes shall be due as provided in the
Indenture.

          The Issuer promises to pay interest on the outstanding principal
amount hereof from the Initial Issuance Date, or from the most recent payment
date to which interest has been paid or duly provided for, semi-annually on
March 15 and September 15 of each year (or if such date is not a Business Day,
the next succeeding Business Day following such day), commencing March 15,
2004, (each an "Interest Payment Date"), at an initial note rate equal to
8.75% per


                                    A-1-3


<PAGE>


annum. Principal, interest and other amounts due on this Note on any Interest
Payment Date or otherwise will, as provided in the Indenture, be paid in U.S.
dollars to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the relevant date for such
payment.

          Payment of the principal of and interest and other amounts on this
Note will be payable by wire transfer to a U.S. dollar account maintained by
the Holder of this Note as reflected in the Note Register. In the event the
date for any payment of the principal of or interest and other amounts on any
Note is not a Business Day, then payment will be made on the next Business Day
with the same force and effect as if made on the nominal date of any such date
for such payment and no additional interest will accrue on such payment as a
result of such payment being made on the next succeeding Business Day.
Interest accrued with respect to this Note shall be calculated based on a
360-day year of twelve 30-day months.

          This Note does not purport to summarize the Indenture and reference
is made to the Indenture for information with respect to interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby.

          The Notes are subject to redemption by the Issuer on the terms and
conditions specified in the Indenture.

          If an Event of Default shall occur and be continuing, the
outstanding principal amount of all the Notes shall become or may be declared
due and payable in the manner and with the effect provided in the Indenture.

          Modifications of the Indenture may be made by the Issuer and the
Trustee only to the extent and in the circumstances permitted by the
Indenture.

          The Notes shall be issued only in fully registered form, without
coupons. Notes sold pursuant to Rule 144A shall be issued in the form of
beneficial interests in one or more global securities in denominations of
U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Notes
sold pursuant to Regulation S shall be issued in the form of beneficial
interests in one or more global securities in denominations of U.S.$1,000 and
integral multiplies thereof.

          Prior to and at the time of due presentment of this Note for
registration of transfer, the Issuer, the Trustee, the Note Registrar and any
agent of the Issuer, the Registrar 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 is overdue, and neither the Issuer, the Trustee, the
Note Registrar nor any agent thereof shall be affected by notice to the
contrary.

          Unless the certificate of authentication hereon has been duly
executed by the 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 SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY,
THE LAWS OF THE STATE OF NEW YORK.


                                    A-1-4


<PAGE>


          IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.


                                    COMPANHIA BRASILEIRA DE BEBIDAS


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



                                    WITNESS 1:


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


                                    WITNESS 2:


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


                                    A-1-5


<PAGE>


                         CERTIFICATE OF AUTHENTICATION


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

                                    THE BANK OF NEW YORK,
                                         as Trustee


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


                                    Date: September 18, 2003


                                    A-1-6


<PAGE>


                                ASSIGNMENT FORM

                              FOR VALUE RECEIVED

                   HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO



          (Please insert social security or

          other identifying number of assignee)



          (Please print or type name and address,

          including zip code, of assignee:)

the within Note and does hereby irrevocably constitute and appoint
_____________ Attorney to transfer the Note on the books of the Note Registrar
with full power of substitution in the premises.



Date:                   Your Signature:
                                                (Sign exactly as your name
                                                appears on the face of this
                                                Note)




                                    A-1-7


<PAGE>


                                                                   EXHIBIT A-2


                 FORM OF REGULATION S UNRESTRICTED GLOBAL NOTE


                     REGULATION S UNRESTRICTED GLOBAL NOTE


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

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

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO
A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF


                                    A-2-1


<PAGE>


REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS
LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING
THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER
THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING
OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION",
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.


                                    A-2-2


<PAGE>


                        COMPANHIA BRASILEIRA DE BEBIDAS

                             8.75% NOTES DUE 2013
                    REGULATION S UNRESTRICTED GLOBAL NOTE

No.  S-1
CUSIP: P3057R AC 3
ISIN No.: USP3057RAC36
Common Code: 017685368

                                                      Principal Amount: US$[ ]
                                     Initial Issuance Date: September 18, 2003

          This Note is one of a duly authorized issue of Notes of Companhia
Brasileira de Bebidas, a sociedade anonima organized and existing under the
laws of the Federative Republic of Brazil (the "Issuer"), designated as its
8.75% Notes due 2013 (the "Notes"), issued in an initial aggregate principal
amount of U.S.$500,000,000 under an indenture (the "Indenture") dated as of
September 18, 2003, among the Issuer, The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture) and
The Bank of New York (Luxembourg) S.A. as paying agent in Luxembourg, to which
Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Issuer, the Trustee and the Noteholders, and of the terms upon which the Notes
are, and are to be, authenticated and delivered. The obligations of the Issuer
under this Note and the Indenture have been guaranteed by Companhia de Bebidas
das Americas - AMBEV (the "Guarantor") pursuant to a Guaranty dated as of
September 18, 2003 between the Guarantor and the Trustee. All terms used in
this Note which are defined in the Indenture and not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

          The Issuer, for value received, hereby promises to pay to Cede & Co.
or registered assigns, as nominee of The Depository Trust Company ("DTC") and
the holder of record of this Note (the "Holder" or "Noteholder"), the
principal amount specified above in U.S. dollars on September 15, 2013 (or
earlier or later as provided in the Indenture as hereinafter described) upon
presentation and surrender hereof, at the office or agency of the Trustee
referred to below; provided, however, if the Issuer and the Guarantor have
provided the certificate required to be presented under Section 2.6 of the
Indenture, the principal amount of the Notes shall be due as provided in the
Indenture.

          The Issuer promises to pay interest on the outstanding principal
amount hereof from the Initial Issuance Date, or from the most recent payment
date to which interest has been paid or duly provided for, semi-annually on
March 15 and September 15 of each year (or if such date is not a Business Day,
the next succeeding Business Day following such day), commencing March 15,
2004, (each an "Interest Payment Date"), at an initial note rate equal to
8.75% per annum. Principal, interest and other amounts due on this Note on any
Interest Payment Date or otherwise will, as provided in the Indenture, be paid
in U.S. dollars to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the relevant date
for such payment.


                                    A-2-3


<PAGE>


          Payment of the principal of and interest and other amounts on this
Note will be payable by wire transfer to a U.S. dollar account maintained by
the Holder of this Note as reflected in the Note Register. In the event the
date for any payment of the principal of or interest and other amounts on any
Note is not a Business Day, then payment will be made on the next Business Day
with the same force and effect as if made on the nominal date of any such date
for such payment and no additional interest will accrue on such payment as a
result of such payment being made on the next succeeding Business Day.
Interest accrued with respect to this Note shall be calculated based on a
360-day year of twelve 30-day months.

          This Note does not purport to summarize the Indenture and reference
is made to the Indenture for information with respect to interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby.

          The Notes are subject to redemption by the Issuer on the terms and
conditions specified in the Indenture.

          If an Event of Default shall occur and be continuing, the
outstanding principal amount of all the Notes shall become or may be declared
due and payable in the manner and with the effect provided in the Indenture.

          Modifications of the Indenture may be made by the Issuer and the
Trustee only to the extent and in the circumstances permitted by the
Indenture.

          The Notes shall be issued only in fully registered form, without
coupons. Notes sold pursuant to Rule 144A shall be issued in the form of
beneficial interests in one or more global securities in denominations of
U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Notes
sold pursuant to Regulation S shall be issued in the form of beneficial
interests in one or more global securities in denominations of U.S.$1,000 and
integral multiplies thereof.

          Prior to and at the time of due presentment of this Note for
registration of transfer, the Issuer, the Trustee, the Note Registrar and any
agent of the Issuer, the Registrar 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 is overdue, and neither the Issuer, the Trustee, the
Note Registrar nor any agent thereof shall be affected by notice to the
contrary.

          Unless the certificate of authentication hereon has been duly
executed by the 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 SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY,
THE LAWS OF THE STATE OF NEW YORK.


                                    A-2-4


<PAGE>


          IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.


                                    COMPANHIA BRASILEIRA DE BEBIDAS


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



                                    WITNESS 1:


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


                                    WITNESS 2:


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


                                    A-2-5


<PAGE>


                         CERTIFICATE OF AUTHENTICATION

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

                                    THE BANK OF NEW YORK,
                                      as Trustee


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


                                    Date:  September 18, 2003




                                    A-2-6


<PAGE>


                                ASSIGNMENT FORM

                              FOR VALUE RECEIVED

                   HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

          (Please insert social security or

          other identifying number of assignee)



          (Please print or type name and address,

          including zip code, of assignee:)

the within Note and does hereby irrevocably constitute and appoint
_____________ Attorney to transfer the Note on the books of the Note Registrar
with full power of substitution in the premises.




Date:                   Your Signature:
                                                (Sign exactly as your name
                                                appears on the face of this
                                                Note)


                                    A-2-7


<PAGE>


                                                                     EXHIBIT B

                   FORM OF AUTHENTICATION AND DELIVERY ORDER



The Bank of New York
  as Trustee
101 Barclay Street, 21W
New York, NY  10286


Ladies and Gentlemen:

          Pursuant to Section 2.2 of the Indenture dated as of September 18,
2003 (the "Indenture") by and among Companhia Brasileira de Bebidas, as
Issuer, The Bank of New York, as Trustee and The Bank of New York (Luxembourg)
S.A. as Luxembourg Paying Agent, you are hereby ordered in your capacity as
Trustee to authenticate U.S.$500,000,000 of the Issuer's 8.75% Notes due 2013
in the manner provided in the Indenture in global form and in the amounts of
U.S.$[ ] in respect of the Rule 144A Restricted Global Note (CUSIP No. 20441X
AC 6) and U.S.$ [ ] in respect of the Regulation S Unrestricted Global Note
(CUSIP No. P3057R AC 3) heretofore duly executed by the proper Authorized
Representative of the Issuer and delivered to you as provided in the Indenture
and to hold the Notes in your capacity as custodian for The Depository Trust
Company. Capitalized terms used but not defined herein have the meanings
assigned to them in the Indenture.

Date: [       ]


                                    COMPANHIA BRASILEIRA DE BEBIDAS


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


                                    B-1


<PAGE>


                                                                     EXHIBIT C


       FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS
                           PURSUANT TO REGULATION S

                                                                        [Date]



The Bank of New York
  as Trustee
101 Barclay Street, 21W
New York, NY  10286


        Re:  Companhia Brasileira de Bebidas
             8.75% Notes due 2013 (the "Notes")


Ladies and Gentlemen:

          Reference is hereby made to the Indenture, dated as of September 18,
2003 (as amended and supplemented from time to time, the "Indenture"), among
Companhia Brasileira de Bebidas (the "Company"), as issuer, The Bank of New
York, as Trustee and The Bank of New York (Luxembourg) S.A. as paying agent in
Luxembourg. Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.

          In connection with our proposed sale of US$_______________ aggregate
principal amount of the Notes [in the case of a transfer of an interest in a
Restricted Global Note: , which represent an interest in a Restricted Global
Note beneficially owned by] [in the case of a transfer of a certificated Note:
held in the name of] the undersigned ("Transferor"), we confirm that such sale
has been effected pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
we represent that:

          (a) the offer of the Notes was not made to a person in the United
     States;

          (b) either (i) at the time the buy order was originated, the
     transferee was outside the United States or we and any person acting on
     our behalf reasonably believed that the transferee was outside the United
     States (within the meaning of Regulation S) or (ii) the transaction is
     being executed in, on or through the facilities of a designated off-shore
     securities market (within the meaning of Regulation S) and neither we nor
     any person acting on our behalf knows that the transaction has been
     pre-arranged with a buyer in the United States;


                                    C-1



<PAGE>



          (c) no directed selling efforts have been made in the United States
     in contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable;

          (d) if the transfer is being effected in accordance with Rule 903
     under the Securities Act, the requirements of Rule 903(b)(2) have been
     satisfied;

          (e) if the transfer is being effected in accordance with Rule 904
     under the Securities Act, we are not a distributor of the Notes, an
     affiliate of the Company, an affiliate of any distributor of the Notes or
     a person acting on behalf of any of the foregoing;

          (f) if the transfer is being effected in accordance with Rule 904
     under the Securities Act and we are a dealer in Notes or have received a
     selling concession, fee or other remuneration in respect of the Notes
     transferred hereby, and the transfer is to occur during the Distribution
     Compliance Period, then the requirements of Rule 904(b)(1) have been
     satisfied;

          (g) if the transfer is being effected in accordance with Rule 904
     under the Securities Act and we are an affiliate of the Company or of a
     distributor solely by virtue of holding a position as an officer or
     director of such person, then requirements of Rule 904(b)(2) have been
     satisfied;

          (h) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and

          (i) we are the beneficial owner of the principal amount of Notes
     being transferred.

          In addition, if the sale is made during the period ending forty (40)
days after the original issuance of the Notes and the transferee will take
delivery in the form of a beneficial interest in the Regulation S Global Note,
such beneficial interest will be held immediately after such transfer only in
or through accounts maintained at the Registered Depositary by Euroclear or
Clearstream (or by agent members acting for the account thereof).

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.

          Very truly yours,

          [Name of Transferor]

          By:
             ----------------------------

             ----------------------------
                Authorized Signature]


                                     C-2



<PAGE>



                                                                     EXHIBIT D

                 FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO
                     QUALIFIED INSTITUTIONAL BUYERS (QIBS)



                                                                        [Date]


The Bank of New York
  as Trustee
101 Barclay Street, 21W
New York, NY  10286



          Re:  Companhia Brasileira de Bebidas
               8.75% Notes due 2013 (the "Notes")


Ladies and Gentlemen:

          Reference is hereby made to the Indenture, dated as of September 18,
2003 (as amended and supplemented from time to time, the "Indenture"), among
Companhia Brasileira de Bebidas (the "Company"), as issuer, The Bank of New
York, as Trustee and The Bank of New York (Luxembourg) S.A. as paying agent in
Luxembourg. Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.

          This letter relates to US$____________ aggregate principal amount of
Notes [in the case of a transfer of an interest in a Regulation S Unrestricted
Global Note: which represents an interest in a Regulation S Unrestricted
Global Note beneficially owned by] [in the case of a transfer of a
certificated Note: which are held in the name of] the undersigned (the
"Transferor") to effect the transfer of such Notes in exchange for an
equivalent beneficial interest in the Restricted Global Note.

          In connection with such request, and with respect to such Notes, the
Transferor does hereby certify that such Notes are being transferred in
accordance with Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), to a transferee that the Transferor reasonably believes is purchasing
the Notes for its own account or an account with respect to which the
transferee exercises sole investment discretion, and the transferee, as well
as any such account, is a "qualified institutional buyer" within the meaning
of Rule 144A, in a transaction meeting the requirements of Rule 144A and in
accordance with applicable securities laws of any state of the United States
or any other jurisdiction. The Transferor and any person acting on its behalf
have taken reasonable steps to ensure that the transferee is aware that the
Transferor may be relying on Rule 144A in connection with the transfer.


                                     D-1


<PAGE>


          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.

          Very truly yours,

          [Name of Transferor]

          By
             ------------------------
               Authorized Signature


                                     D-2


<PAGE>


                                                                     EXHIBIT E


                          FORM OF NON-PAYMENT NOTICE


                                                                        [Date]

VIA FACSIMILE

Companhia de Bebidas das Americas-AMBEV
Rua Dr. Renato Paes de Barros, 1017, 4(0) andar
04530-001 Sao Paulo, SP
Brazil

Attention:
          -----------------------

                        Companhia Brasileira de Bebidas
                        -------------------------------

Dear Sirs:

          Reference is made to that certain Indenture (the "Indenture") dated
September 18, 2003 among Companhia Brasileira de Bebidas ("CBB"),The Bank of
New York, as trustee (the "Trustee") and The Bank of New York (Luxembourg)
S.A. as paying agent in Luxembourg. Reference is also made to that certain
Guaranty (the "Guaranty") dated September 18, 2003 between the Trustee and
Companhia de Bebidas das Americas-AMBEV ("AMBEV") pursuant to which AMBEV has
undertaken to provide the holders of CBB's 8.75% Notes due 2013 (the "Notes")
with an irrevocable and unconditional guaranty of CBB's obligations with
respect to the Notes. Capitalized terms not defined herein shall have the
meanings set forth in the Guaranty.

          By this notice, the undersigned, acting on behalf of the holders of
the Notes, hereby advises you as follows:

          1.   On [date], CBB was obligated to make a payment of [principal]
               [interest] [other amounts under the Indenture] in an amount
               equal to U.S.$        in respect of [principal] [interest]
               [other amounts due under the Indenture] (the "Overdue Amount").

          2.   Pursuant to the Guaranty, you are obligated to immediately pay
               the Overdue Amount to the Trustee, on behalf of the holders of
               the Notes.

          3.   Pursuant to the Guaranty, you are hereby directed to pay the
               Overdue Amount to the Trustee, on behalf of the holders of the
               Notes, in respect of your obligations under the Guaranty.


                                     E-1


<PAGE>


          4.   You are hereby requested to pay the Overdue Amount to the
               Payment Account established under the Indenture (Account No.   )
               immediately upon receipt of this notice.

          5.   AMBEV is requested to acknowledge receipt of this notice by
               countersigning in the space provided below and returning a copy
               to the same at the address provided in the Guaranty with a copy
               by facsimile to the Trustee at The Bank of New York, 101
               Barclay Street, 21 West, New York, New York 10286, Telecopier:
               (212) 819-5381 (Attention: [ ]).

                                         THE BANK OF NEW YORK, as Trustee


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


ACKNOWLEDGED & AGREED
---------------------

COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV



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


                                     E-2


<PAGE>


                                                                     EXHIBIT F


                       FORM OF INITIAL NOTICE TO INSURER


                                                                        [Date]

VIA FACSIMILE

Steadfast Insurance Company
c/o Zurich Emerging Markets Solutions
1201 F Street, N.W., Suite 250
Washington D.C.  20004

Attention: Daniel Riordan


Dear Sirs:

          Reference is made to that certain (i) Indenture (the "Indenture")
dated September 18, 2003 among Companhia Brasileira de Bebidas ("CBB"),The
Bank of New York, as trustee (the "Trustee") and The Bank of New York
(Luxembourg) S.A. as paying agent in Luxembourg, (ii) Guaranty (the
"Guaranty") dated September 18, 2003 between the Trustee and Companhia de
Bebidas das Americas-AmBev ("AmBev") and (iii) Insurance Policy for
Expropriation and Currency Inconvertibility Event (No. 38-14-578) (the
"Policy") dated September 18, 2003 issued for the benefit of the Trustee by
Steadfast Insurance Company (the "Insurer"). Capitalized terms not defined
herein shall have the meanings set forth in the Policy.

          By this notice, the Trustee, acting on behalf of the holders of
CBB's 8.75% Notes due 2013 (the "Notes"), hereby informs you as follows:

          1. [CBB] [AmBev] has informed the Trustee that it desires to make a
     payment of U.S.$ in respect of [[principal] [interest] [Additional
     Amounts] [other amounts due under the Notes and the Indenture] to be paid
     under the [Indenture]] [amounts to be paid under the Guaranty] but is
     unable to do so as a result of an [Expropriation Event] [Inconvertibility
     Event].

          2. The Trustee informs you that it has received R$ in Brazil from
     [CBB] [AMBEV] in satisfaction of the obligations of [CBB] [AMBEV] under
     the [Indenture] [Guaranty] in respect of the amounts referred to in
     paragraph 1 above and is unable to convert such Reais amount into U.S.
     dollars as a result of circumstances reasonably believed by the Trustee
     to constitute an [Expropriation Event] [Inconvertibility Event].

          3. By this notice, the Trustee hereby notifies the Insurer of its
     intent to make a claim for compensation in respect of the matters covered
     by paragraph 2 above.


                                     F-1


<PAGE>


          4. The Trustee requests written indication within 20 calendar days
     from the date hereof from the Insurer as to (i) acceptance of this notice
     and (ii) any information or actions required of the Trustee in order to
     perfect and obtain payment of such claim.

                                         THE BANK OF NEW YORK, as Trustee


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


                                     F-2


<PAGE>


                                                                     EXHIBIT G


                     FORM OF INCONVERTIBILITY CERTIFICATE

                                                                        [DATE]


The Bank of New York
101 Barclay Street, 21W
New York, NY  10286

Dear Sirs,

          Reference is made to that certain (i) Indenture (the "Indenture")
dated September 18, 2003 between Companhia Brasileira de Bebidas (the
"Issuer") and you, as trustee (the "Trustee"), (ii) Guaranty (the "Guaranty")
dated September 18, 2003 between you and Companhia de Bebidas das
Americas-AmBev, as the Guarantor (the "Guarantor") and (iii) Insurance Policy
for Expropriation and Currency Inconvertibility Event (No. 38-14-578) (the
"Policy") dated September 18, 2003 issued for the benefit of you by Steadfast
Insurance Company (the "Insurer"). Capitalized terms not defined herein shall
have the meanings set forth in the Indenture.

          Pursuant to Section 2.6 of the Indenture, the Issuer and the
Guarantor hereby certify to you, the Trustee, acting on behalf of the holders
of the Issuer's 8.75% Notes due 2013 (the "Notes"), as follows:

          (i) The Issuer is unable to repay the principal amount of the Notes;

          (ii) [The Insurance Policy is in effect and the amount of funds on
     deposit in the Reserve Account is at least equal to the Required Amount]
     [The Insurance Policy is not in effect and the amount of funds on deposit
     in the Reserve Account is at least equal to the Required Amount]

          (iii) The Guarantor does not have U.S. dollar funds available
     outside Brazil to satisfy its obligations under the Guaranty;

          (iv) The Guarantor has funds in Brazilian Reais but is unable to
     convert such funds and transfer them outside of Brazil to the Trustee for
     payment of amounts due under or in respect of the Notes due to the
     occurrence and continuation of an Expropriation Event or Inconvertibility
     Event which occurred on _________________; and

          (v) The Issuer and the Guarantor have used their best efforts to
     either convert and transfer the funds referred to in clause (iv) above.


                                     G-1


<PAGE>


                                    COMPANHIA BRASILEIRA DE BEBIDAS


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


                                    COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV


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


                                      G-2


<PAGE>


                                                                     EXHIBIT H


                       FORM OF NOTICE TO RATING AGENCIES

                                                                        [Date]


VIA FACSIMILE

Moody's Investors Service
99 Church Street
New York, NY  10007
     Attention: Maria Muller
                Latin American ABS Monitoring

Standard & Poor's
55 Water Street
New York, NY  10041
     Attention: Diane Audino
                Latin American Structured Finance

Fitch, Inc.
55 E. Monroe, Suite 3500
Chicago, IL  60603
     Attention: Latin American Structured Surveillance

Dear Sirs:

          Reference is made to that certain (i) Indenture (the "Indenture")
dated September 18, 2003 among Companhia Brasileira de Bebidas ("CBB"), The
Bank of New York, as trustee (the "Trustee") and The Bank of New York
(Luxembourg) S.A. as paying agent in Luxembourg and (ii) Guaranty (the
"Guaranty") dated September 18, 2003 between the Trustee and Companhia de
Bebidas das Americas-AmBev ("AmBev"). Capitalized terms not defined herein
shall have the meanings set forth in the Indenture.

          By this notice, the Trustee, acting on behalf of the holders of
CBB's 8.75% Notes due 2013, hereby informs you as follows:

Payment Date:

Interest Payment Due:                                                  U.S.$

Principal Payment Due:                                                 U.S.$

Amounts collected from CBB under the Indenture                         U.S.$

Amounts collected from AmBev under Guaranty:                           U.S.$


                                     H-1


<PAGE>


Interest Paid:                                                         U.S.$

Principal Paid:                                                        U.S.$

Occurrence of Inconvertibility Event or Expropriation Event:           Yes/No

Has a claim been filed with Insurer:                                   Yes/No

Amount drawn under Reserve Account and/or
  under the Letter of Credit:                                          U.S.$

Amounts paid by the Insurer under the Insurance Policy                 U.S.$


                                                  THE BANK OF NEW YORK, as
                                                  Trustee

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


                                     H-2