Table of Contents

INDENTURE                                                                 among                                                         BRASIL
TELECOM S.A.,as
Issuer,THE BANK OF NEW
YORK,           as Indenture Trustee, Insurance Trustee, Registrar, New York
Paying Agent and Authentication and Transfer Agent,THE
BANK OF NEW YORK (LUXEMBOURG) S.A.,as
Luxembourg Listing and Paying AgentandTHE
BANK OF TOKYO-MITSUBISHI LTD., LONDON BANCH, as
Principal Paying Agent Initially
Relating to 9.375% Notes due 2014 Dated
as of February 17, 2004



|TABLE OF CONTENTS                                               
|----------------------------------------------------------------
|                                                                
|                                                                
|                                                                
|ARTICLE I                                                       
|                                                                
|DEFINITIONS AND OTHER PROVISIONS                                
|OF GENERAL APPLICATION                                          
|                                                                
|SECTION 1.1 Definitions                                         
|SECTION 1.2 Construction                                        
|                                                                
|ARTICLE II                                                      
|                                                                
|THE NOTES                                                       
|                                                                
|SECTION 2.1 Designation                                         
|SECTION 2.2 Authentication and Delivery of Notes                
|SECTION 2.3 Aggregate Amount; Additional Notes                  
|SECTION 2.4 Form of Indenture Trustees Authentication          
|SECTION 2.5 Form of the Notes                                   
|SECTION 2.6 Maturity of the Notes                               
|SECTION 2.7 Interest                                            
|SECTION 2.8 Record Date                                         
|SECTION 2.9 Issuance                                            
|SECTION 2.10 Denominations, etc                                 
|SECTION 2.11 Execution of Notes                                 
|SECTION 2.12 Registration; Restrictions on Transfer and Exchange
|SECTION 2.13 Exchange Offer                                     
|SECTION 2.14 Mutilated, Destroyed, Lost and Stolen Notes        
|SECTION 2.15 Payments                                           
|SECTION 2.16 Taxation                                           
|SECTION 2.17 Persons Deemed Owners, etc                         
|SECTION 2.18 Cancellation                                       
|SECTION 2.19 Allocation of Principal and Interest               
|SECTION 2.20 CUSIP and ISIN Numbers                             
|SECTION 2.21 Noteholder Lists                                   
|                                                                
|ARTICLE III                                                     
|                                                                
|ESTABLISHMENT OF ACCOUNTS                                       
|                                                                
|SECTION 3.1 Establishment and Administration of Payment Account 
|SECTION 3.2 Establishment and Administration of Reserve Account 

|ARTICLE IV                                                               
|-------------------------------------------------------------------------
|                                                                         
|REDEMPTION                                                               
|                                                                         
|SECTION 4.1 Mandatory Redemption                                         
|SECTION 4.2 Optional Redemption in the Event of Change in Tax Treatment  
|SECTION 4.3 Other Optional Redemption                                    
|SECTION 4.4 Notice of Redemption                                         
|SECTION 4.5 Deposit of Redemption Price                                  
|SECTION 4.6 Notes Payable on Redemption Date                             
|SECTION 4.7 Open Market Purchases                                        
|                                                                         
|ARTICLE V                                                                
|                                                                         
|CREDIT AND OTHER SUPPORT                                                 
|                                                                         
|SECTION 5.1 Letters of Credit                                            
|SECTION 5.2 The Insurance Policy Support Arrangements                    
|                                                                         
|ARTICLE VI                                                               
|                                                                         
|COVENANTS                                                                
|                                                                         
|SECTION 6.1 Payment of Principal and Interest                            
|SECTION 6.2 Performance Under the Transaction Documents                  
|SECTION 6.3 Maintenance of Corporate Existence                           
|SECTION 6.4 Maintenance of Properties                                    
|SECTION 6.5 Compliance with Laws                                         
|SECTION 6.6 Maintenance of Governmental Approvals                        
|SECTION 6.7 Payments of Taxes and Other Claims                           
|SECTION 6.8 Maintenance of Insurance                                     
|SECTION 6.9 Maintenance of Books and Records                             
|SECTION 6.10 Maintenance of Office or Agency                             
|SECTION 6.11 Ranking                                                     
|SECTION 6.12 Notice of Defaults and Events of Default                    
|SECTION 6.13 Notice of Currency Inconvertibility Event                   
|SECTION 6.14 Limitation on Consolidation, Merger, Sale or Conveyance     
|SECTION 6.15 Limitation on Liens                                         
|SECTION 6.16 Limitations on Sale and Lease-Back Transactions             
|SECTION 6.17 Transactions with Affiliates                                
|SECTION 6.18 Provision of Financial Statements and Reports               
|SECTION 6.19 Further Actions                                             
|SECTION 6.20 Available Information                                       
|SECTION 6.21 Appointment to Fill a Vacancy in Office of Indenture Trustee
|SECTION 6.22 Payments and Paying Agents                                  
|SECTION 6.23 Limitation on the Ability to Incur Additional Indebtedness  

|SECTION 6.24 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries         | 61
|-------------------------------------------------------------------------------------------------- | --
|SECTION 6.25 Listing                                                                               | 61
|                                                                                                  
|ARTICLE VII                                                                                       
|                                                                                                  
|EVENTS OF DEFAULT AND REMEDIES                                                                    
|                                                                                                  
|SECTION 7.1 Events of Default                                                                      | 61
|SECTION 7.2 Acceleration of Maturity; Rescission and Annulment                                     | 65
|SECTION 7.3 Delay or Omission Not Waiver                                                           | 66
|SECTION 7.4 Waiver of Past Defaults                                                                | 66
|SECTION 7.5 Indenture Trustee May File Proofs of Claim; Appointment of Indenture Trustee as       
|Attorney-in-Fact in Judicial Proceedings                                                           | 66
|SECTION 7.6 Indenture Trustee May Enforce Claims Without Possession of Notes                       | 67
|SECTION 7.7 Application of Money Collected                                                         | 67
|SECTION 7.8 Limitation on Suits                                                                    | 68
|SECTION 7.9 Unconditional Right of Noteholders to Receive Principal and Interest and Other Amounts | 68
|SECTION 7.10 Restoration of Rights and Remedies                                                    | 68
|SECTION 7.11 Rights and Remedies Cumulative                                                        | 69
|SECTION 7.12 Control by Noteholders                                                                | 69
|SECTION 7.13 Undertaking for Costs                                                                 | 69
|SECTION 7.14 Waiver of Stay or Extension Laws                                                      | 70
|                                                                                                  
|ARTICLE VIII                                                                                      
|                                                                                                  
|CONCERNING THE INDENTURE TRUSTEE AND THE PRINCIPAL PAYING AGENT                                   
|                                                                                                  
|SECTION 8.1 Certain Rights and Duties of Indenture Trustee and the Principal Paying Agent          | 70
|SECTION 8.2 Indenture Trustee Not Responsible for Recitals, etc                                    | 72
|SECTION 8.3 Indenture Trustee and Others May Hold Notes                                            | 73
|SECTION 8.4 Moneys Held by Indenture Trustee or Paying Agents                                      | 73
|SECTION 8.5 Compensation of the Indenture Trustee and the Principal Paying Agent and Their Lien    | 74
|SECTION 8.6 Right of Indenture Trustee to Rely on Officers Certificates and Opinions of Counsel   | 75
|SECTION 8.7 Persons Eligible for Appointment as Indenture Trustee                                  | 75
|SECTION 8.8 Resignation and Removal of Indenture Trustee; Appointment of Successor                 | 76
|SECTION 8.9 Acceptance of Appointment by Successor Indenture Trustee                               | 77
|SECTION 8.10 Merger, Conversion or Consolidation of Indenture Trustee                              | 77
|SECTION 8.11 Maintenance of Offices and Agencies                                                   | 78
|SECTION 8.12 Reports by Indenture Trustee                                                          | 80
|SECTION 8.13 Indenture Trustee Risk                                                                | 80
|SECTION 8.14 Appointment of Co-Indenture Trustee                                                   | 80
|SECTION 8.15 Knowledge of Default                                                                  | 82

|ARTICLE IX                                                                                                       |   
|---------------------------------------------------------------------------------------------------------------- | --
|                                                                                                                
|CONCERNING THE NOTEHOLDERS                                                                                      
|                                                                                                                
|SECTION 9.1 Acts of Noteholders                                                                                  | 82
|SECTION 9.2 Notes Owned by Issuer and Affiliates Deemed Not Outstanding                                          | 83
|                                                                                                                
|ARTICLE X                                                                                                       
|                                                                                                                
|NOTEHOLDERS MEETINGS                                                                                           
|                                                                                                                
|SECTION 10.1 Purposes for Which Noteholders Meetings May Be Called                                              | 84
|SECTION 10.2 Indenture Trustee, Issuer and Noteholders May Call Meeting                                          | 84
|SECTION 10.3 Persons Entitled to Vote at Meeting                                                                 | 85
|SECTION 10.4 Determination of Voting Rights; Conduct and Adjournment of Meeting                                  | 85
|SECTION 10.5 Counting Votes and Recording Action of Meeting                                                      | 86
|                                                                                                                
|ARTICLE XI                                                                                                      
|                                                                                                                
|SUPPLEMENTAL INDENTURES                                                                                         
|                                                                                                                
|SECTION 11.1 Supplemental Indenture with Consent of Noteholders                                                  | 86
|SECTION 11.2 Supplemental Indentures Without Consent of Noteholders                                              | 87
|SECTION 11.3 Execution of Supplemental Indentures                                                                | 88
|SECTION 11.4 Effect of Supplemental Indentures                                                                   | 88
|SECTION 11.5 Conformity with Trust Indenture Act                                                                 | 88
|SECTION 11.6 Reference in Notes to Supplemental Indentures                                                       | 88
|                                                                                                                
|ARTICLE XII                                                                                                     
|                                                                                                                
|SATISFACTION AND DISCHARGE                                                                                      
|                                                                                                                
|SECTION 12.1 Satisfaction and Discharge of Notes                                                                 | 89
|SECTION 12.2 Satisfaction and Discharge of Indenture                                                             | 90
|SECTION 12.3 Application of Trust Money                                                                          | 90
|                                                                                                                
|ARTICLE XIII                                                                                                    
|                                                                                                                
|DEFEASANCE                                                                                                      
|                                                                                                                
|SECTION 13.1 Issuers Option to Effect Defeasance or Covenant Defeasance                                         | 91
|SECTION 13.2 Defeasance and Discharge                                                                            | 91
|SECTION 13.3 Covenant Defeasance                                                                                 | 91
|SECTION 13.4 Conditions to Defeasance or Covenant Defeasance                                                     | 91
|SECTION 13.5 Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions | 93
|SECTION 13.6 Reinstatement                                                                                       | 93

|ARTICLE XIV                                                          
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|                                                                     
|MISCELLANEOUS                                                        
|                                                                     
|SECTION 14.1 Compliance Certificates and Opinions                    
|SECTION 14.2 Form of Documents Delivered to Indenture Trustee        
|SECTION 14.3 Notices, etc. to Indenture Trustee                      
|SECTION 14.4 Notices to Noteholders; Waiver                          
|SECTION 14.5 Conflict with Trust Indenture Act                       
|SECTION 14.6 Effect of Headings and Table of Contents                
|SECTION 14.7 Successors and Assigns                                  
|SECTION 14.8 Severability Clause                                     
|SECTION 14.9 Benefits of Indenture                                   
|SECTION 14.10 Legal Holidays                                         
|SECTION 14.11 Currency Rate Indemnity                                
|SECTION 14.12 Communication by Noteholders with other Noteholders    
|SECTION 14.13 Governing Law                                          
|SECTION 14.14 Waiver of Jury Trial                                   
|SECTION 14.15 Waiver of Immunity                                     
|SECTION 14.16 Submission to Jurisdiction, etc                        
|SECTION 14.17 Execution in Counterparts                              
|SECTION 14.18 Entire Agreement                                       
|                                                                     
|ARTICLE XV                                                           
|                                                                     
|DEFINITIONS                                                          
|                                                                     
|SECTION 15.1 Definitions                                             
|                                                                     
|ARTICLE XVI                                                          
|                                                                     
|CREATION OF THE INSURANCE TRUST                                      
|                                                                     
|SECTION 16.1 Declaration of Trust; Entry into Insurance Policy       
|SECTION 16.2 Acceptance by Trustee                                   
|SECTION 16.3 Limitation of Powers                                    
|                                                                     
|ARTICLE XVII                                                         
|                                                                     
|INTEREST IN THE INSURANCE TRUST                                      
|                                                                     
|SECTION 17.1 Evidence of Interests in Insurance Trust                
|SECTION 17.2 Withdrawal from Insurance Trust                         
|SECTION 17.3 Rights of Enforcement                                   
|                                                                     
|ARTICLE XVIII                                                        
|                                                                     
|THE INSURANCE POLICY                                                 
|                                                                     
|SECTION 18.1 Payment of Premium                                      
|SECTION 18.2 Payment Instructions for Covered Interest Period Amounts
|SECTION 18.3 Claims on the Insurance Policy                          

|SECTION 18.4 Undertakings Required by the Insurance Policy                                       
|-------------------------------------------------------------------------------------------------
|SECTION 18.5 Termination of Insurance Policy                                                     
|SECTION 18.6 Covenants of Issuer                                                                 
|                                                                                                 
|ARTICLE XIX                                                                                      
|                                                                                                 
|THE INSURANCE TRUSTEE                                                                            
|                                                                                                 
|SECTION 19.1 Certain Rights and Duties of Insurance Trustee                                      
|SECTION 19.2 Insurance Trustee Not Responsible for Recitals, etc                                 
|SECTION 19.3 Insurance Trustee and Others May Hold Notes                                         
|SECTION 19.4 Compensation of the Insurance Trustee                                               
|SECTION 19.5 Right of Insurance Trustee to Rely on Officers Certificates and Opinions of Counsel
|SECTION 19.6 Persons Eligible for Appointment as Insurance Trustee                               
|SECTION 19.7 Resignation and Removal of Insurance Trustee; Appointment of Successor              
|SECTION 19.8 Acceptance of Appointment by Successor Insurance Trustee                            
|SECTION 19.9 Merger, Conversion or Consolidation of Insurance Trustee                            
|SECTION 19.10 Reports by Insurance Trustee                                                       
|SECTION 19.11 Insurance Trustee Risk                                                             
|SECTION 19.12 Appointment of Co-Insurance Trustee                                                
|SECTION 19.13 Representations and Warranties of Trustee                                          
|SECTION 19.14 Compliance with the Insurance Policy                                               
|SECTION 19.15 Trustees Liens                                                                    
|                                                                                                 
|ARTICLE XX                                                                                       
|                                                                                                 
|CONCERNING THE NOTEHOLDERS                                                                       
|                                                                                                 
|SECTION 20.1 Acts of Noteholders                                                                 
|SECTION 20.2 Noteholder Lists                                                                    
|                                                                                                 
|ARTICLE XXI                                                                                      
|                                                                                                 
|TERMINATION OF TRUST                                                                             
|                                                                                                 
|SECTION 21.1 Termination of the Trust                                                            
|                                                                                                 
|ARTICLE XXII                                                                                     
|                                                                                                 
|MISCELLANEOUS PROVISIONS                                                                         
|                                                                                                 
|SECTION 22.1 Limitation on Rights of Noteholders                                                 
|SECTION 22.2 Amendment or Waiver                                                                 
|SECTION 22.3 Notices                                                                             
|SECTION 22.4 Tax Treatment                                                                       
|SECTION 22.5 No Partnership                                                                      
|SECTION 22.6 Conflict with Trust Indenture Act                                                   
|SECTION 22.7 Effect of Headings and Table of Contents                                            
|SECTION 22.8 Successors and Assigns                                                              
|SECTION 22.9 Severability Clause                                                                 

|SECTION 22.10 Benefits of the Agreement                           | 25
|----------------------------------------------------------------- | --
|SECTION 22.11 Communication by Noteholders with Other Noteholders | 25
|SECTION 22.12 Governing Law                                       | 25
|SECTION 22.13 Waiver of Jury Trial                                | 25
|SECTION 22.14 Waiver of Immunity                                  | 25
|SECTION 22.15 Submission to Jurisdiction, etc                     | 25
|SECTION 22.16 Execution in Counterparts                           | 26
|SECTION 22.17 Entire Agreement                                    | 27

|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 Inconvertibility Certificate                                                     
|           
|EXHIBIT F   | Form of Notice to Rating Agencies                                                        
|           
|EXHIBIT G   | Form of Insurance Trust Agreement                                                        



|CROSS-REFERENCE TABLE                                                                               
|----------------------------------------------------------------------------------------------------
|TIA Section                                                                                         
|                                                                                                    
|310(a)(1)                                                                                           
|(a)(2)                                                                                              
|(a)(3)                                                                                              
|(a)(4)                                                                                              
|(a)(5)                                                                                              
|(b)                                                                                                 
|(c)                                                                                                 
|                                                                                                    
|311(a)                                                                                              
|(b)                                                                                                 
|(c)                                                                                                 
|                                                                                                    
|312(a)                                                                                              
|(b)                                                                                                 
|(c)                                                                                                 
|                                                                                                    
|313(a)                                                                                              
|(b)                                                                                                 
|(c)                                                                                                 
|(d)                                                                                                 
|                                                                                                    
|314(a)                                                                                              
|(b)                                                                                                 
|(c)(1)                                                                                              
|(c)(2)                                                                                              
|(c)(3)                                                                                              
|(d)                                                                                                 
|(e)                                                                                                 
|                                                                                                    
|315(a)                                                                                              
|(b)                                                                                                 
|(c)                                                                                                 
|(d)                                                                                                 
|(e)                                                                                                 
|                                                                                                    
|316(a)(last sentence)                                                                               
|(a)(1)(A)                                                                                           
|(a)(1)(B)                                                                                           
|(a)(2)                                                                                              
|(b)                                                                                                 
|(c)                                                                                                 
|                                                                                                    
|317(a)(1)                                                                                           
|(a)(2)                                                                                              
|(b)                                                                                                 
|318                                                                                                 
|                                                                                                    
|Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this indenture.

INDENTURE (the Indenture)
dated as of February 17, 2004 between Brasil Telecom S.A. (the Issuer), a sociedade anônimaorganized and existing under the laws of the Federative Republic of Brazil (Brazil),
The Bank of New York, a New York banking corporation, as Indenture Trustee (the Indenture
Trustee), Insurance Trustee (as defined below), Paying Agent in New York (the New York
Paying Agent) Authentication and Transfer Agent (Authentication and Transfer Agent),
and Registrar (Registrar or Note Registrar), The Bank of New York (Luxembourg) S.A.,
as Luxembourg Listing and Paying Agent (the Luxembourg Listing and Paying Agent) and
The Bank of Tokyo-Mitsubishi Ltd., London branch, as Principal Paying Agent (the Principal
Paying Agent).

W I T N E S S E T H:

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.$200,000,000 of its 9.375% Notes due 2014 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 Indenture Trustee;

WHEREAS, pursuant to the
Registration Rights Agreement (the Registration Rights Agreement) dated February 17,
2004, among the Issuer and certain other parties, the Issuer has agreed to register the
Initial Notes under the United States Securities Act of 1933, as amended (the Securities
Act), or to effect an exchange offer pursuant to which the Issuer will issue notes
registered under 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, all things
necessary have been done to make the Notes, when executed by the Issuer and authenticated
and delivered by the Indenture Trustee as provided in this Indenture, the valid, binding
and legal obligations of the Issuer; and

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

NOW, THEREFORE, the
parties hereto agree as follows:

ARTICLE I  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(e)(ii).

Authentication and
Transfer Agent has the meaning set forth in the preamble to this Indenture.

Authorized Agent means
any New York Paying Agent, Principal Paying Agent, Authenticating Agent or Note Registrar
or other agent appointed by the Issuer and/or the Indenture Trustee in accordance with
this Indenture to perform any function that this Indenture authorizes the Indenture
Trustee or such agent to perform.

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

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.

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 anônima) or limited liability company (sociedade
limitada), such corporations conselho de administraçãoand diretoriaor such limited
liability companys administrador(es).

Board Resolution means,
when used with respect to a corporation or a Brazilian sociedade anônimaor sociedade
limitada, a copy of a resolution certified by the secretary or an assistant secretary of
such corporation or other entity to have been adopted by the Board of Directors of such
corporation or other entity 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 principles adopted in Brazil determined in accordance
with the Brazilian corporate law.

Business Day means any
day except a Saturday, a Sunday 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, société anonymeand its successors.

Closing Date means
February 17, 2004, being the date that the Initial Notes are issued hereunder,
representing the initial issuance under this Indenture.

Company Support Agreement means
the Company Support Agreement dated as of the date hereof, between the Insurer and the
Issuer, as amended or modified from time to time in accordance with the terms thereof.

Consolidated Total Assets means
the total amount of assets of the Issuer and its consolidated Subsidiaries, other than
goodwill, appearing on the most recently available annual or quarterly consolidated
financial statements of the Issuer and its consolidated Subsidiaries prepared in
accordance with Brazilian GAAP.

Corporate Trust Office means
the principal office of the Indenture Trustee or Note Registrar at which the corporate
trust business of the Indenture 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, New York, NY 10286.

Corrupt Practices Laws means
(i) the United States Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95-213, §§ 101-104),
as amended, and (ii) any other applicable law, regulation, order, decree or directive
having the force of law and relating to bribery, kick-backs or similar corrupt business
practices.

Covenant Defeasance has
the meaning set forth in Section 13.3.

Covered Interest Period
Amounts has the meaning set forth in Section 5.2(d).

Covered Interest Periods has
the meaning set forth in Section 5.2(d).

Currency
Inconvertibility Event means an event covered by the Insurance Policy and described in
Section 2.01 of the Insurance Policy.

CUSIP means the CUSIP
Service Bureau and its successors.

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

Default means an event
or condition that, with the giving of notice or the lapse of time 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.

Departing Beneficiary has
the meaning set forth in Section 5.2(g)(i).

Denomination Currency has
the meaning set forth in Section 14.11(b).

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 Initial 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 Indenture Trustee by the initial purchasers
thereof) and (b) the date on which the Initial 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).

EBITDA shall mean, for
any period, the sum of (i) the operating income (or loss) of the Issuer and its
consolidated Subsidiaries and (ii) all amounts attributable to depreciation and
amortization, as determined in accordance with Brazilian GAAP.

Eligible Investor means
(i) a person created under the laws of the United States, any state or territory thereof,
or the District of Columbia (an Entity), more than 50% of the beneficial ownership of
which is held by citizens of the United States, or (ii) a wholly owned subsidiary of an
Entity that satisfies the criteria set out in clause (i) of this sentence. A person will
satisfy the beneficial ownership criteria set forth in clause (i) of this definition of Eligible
Investor if:

(A)      it is a stock
insurance company and more than 50% of the beneficial ownership of          its stock is
held by citizens of the United States; or

(B)      it is a mutual
insurance company and policyholders representing more than 50% of the aggregate coverage
issued by such mutual insurance company are citizens of the United States; or

(C)      it is an
insurance company purchasing for a separate account, as described under          Rule
144A(a)(1)(i)(A) of the Securities Act, and more than 50% of the beneficial ownership of
such          separate account is held by citizens of the United States; or

(D)      it is a
registered investment company described under Rule 144A(a)(1)(i)(B) or          Rule
144A(a)(1)(iv) of the Securities Act and the beneficial owners of more than 50% of its
         interests are citizens of the United States; or

(E)      (1)  it is an
entity described under Rule 144A(a)(1)(i)(D) or (E) of the          Securities Act (a
"plan") and the beneficiaries of more than 50% of the interests in such plan are
         citizens of the United States; or

(2)  it is a trust whose
participants are exclusively plans as described under          Rule 144A(a)(1)(i)(F) of
the Securities Act and more than 50% of (i) the assets of such trust are          held
for the benefit of plans satisfying the criteria set forth in clause (E)(1) and (ii) the
         participants in such trust satisfy the criteria set forth in clause (E)(1); or

(F) it is an
organization described in §501(c)(3) of the Internal Revenue Code and more than
50% of the identified beneficiaries of such organization are citizens of the United
States; provided, however, that, if such organization does not have identified
beneficiaries, it will satisfy the criteria set forth in clause (i) of this
definition of Eligible Investor if more than 50% of the persons controlling
the investment decisions of such organization are citizens of the United States;
or

(G)      it is a
corporation, partnership or business trust and more than 50% of the          stock,
partnership interests or trust interests, respectively, of such entity are beneficially
         owned by citizens of the United States; or

(H)      it is a
registered investment adviser described under Rule 144A(a)(1)(i)(I) or
         registered dealer described under Rule 144A(a)(1)(ii) or (iii) and more than 50%
of the ownership          interests in such entity are beneficially owned by citizens of
the United States or, if it is          purchasing for an account other than its own, the
beneficial owners of more than 50% of such other          account are citizens of the
United States; or

(I)      it is a bank or
savings and loan association, more than 50% of the ownership          interests of which
are beneficially owned by citizens of the United States;

provided, however, that
(i) a corporation organized under the laws of the United States or its states and
territories will be deemed to be an Eligible Investor if more than 50% of its issued
and outstanding stock is owned by U.S. citizens either directly or beneficially, (ii)
where shares of stock of a corporation with widely dispersed public ownership are held in
the names of trustees or nominees (including, without limitation, stock brokerage firms)
with addresses in the United States, such shares will be deemed to be owned by U.S.
citizens unless such corporation, the Insurer or the Insurance Trustee has knowledge to
the contrary and (iii) the beneficial ownership of U.S. corporations shall be determined
by tracing back through any foreign ownership of their shares to the ultimate beneficial
owners; provided furtherthat the criteria set forth in (A) through (I) above are not
intended to be exclusive and are not intended to prevent an



Entity that otherwise
meets the criteria set forth in the first sentence of this definition from being an Eligible
Investor for purposes of the insurance policy.

Environmental Laws means
all applicable federal, state and local statutes, rules, regulations, ordinances, orders,
decrees and common law, including any of the foregoing 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. and its successors.

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 Noteholders of the
Initial Notes to issue and deliver to such Noteholders, 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(a).

Fees Reserve Allowance has
the meaning set forth in Section 3.2(d).

Final Maturity Date has
the meaning set forth in Section 2.6(a).

Financial Expense means
all interest or similar amounts paid to third parties, commissions, discounts and fees
related to loans, letter of credit and expenses relating to hedge or similar agreements
but shall not include interest paid on shareholders equity or any other liabilities to
shareholders accounted for as an expense pursuant to Brazilian law 9,244/95, as such law
may be amended or superseded from time to time.

Fitch means Fitch
Ratings and its successors.

Global Notes has the
meaning set forth in Section 2.5(c).

Governmental Approval means
any concession, authorization, consent, approval, license, franchise, permit,
certification, waiver, exemption, filing or registration by or with any Governmental
Authority.

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, state, provincial, municipal 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 (including, without limitation, the Brazilian Ministry of
Telecommunications (Ministério das Telecomunicações), the Brazilian Telecommunications
Agency (Agência Nacional de Telecomunicações), the Central Bank of Brazil (Banco Central
do Brasil) and the Brazilian Securities and Exchange Commission (Comissão de Valores
Mobiliários).

Grace Period means, in
respect of each Payment Date (other than the Expected Maturity Date and each Payment Date
occurring thereafter), the thirty (30) calendar days grace period for the payment of
interest specified in Section 7.1(b) hereto.

Hedge Agreements means
interest rate protection agreements, interest rate swaps, cap or collar agreements,
interest rate futures or option contracts, currency swap agreements, currency futures or
option contracts and other similar agreements so long as such agreements are entered into
solely for the purpose of managing the Issuers consolidated borrowings or investments,
hedging the Issuers consolidated underlying assets or liabilities or in connection with
the Issuers and its Subsidiariesline of business, and not for the purposes of
speculation.

Holder Representations has
the meaning set forth in Section 5.2(f)(i)(1).

Incur or Incurred means
issue, assume, guarantee, incur or otherwise become liable for; provided, however, that
any Indebtedness or capital stock of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed
to be Incurred by such Person at the time it becomes a Subsidiary; provided furtherthat
solely for purposes of determining compliance with Section 6.23 below, amortization of
debt discount shall not be deemed to be Incurred Indebtedness; provided furtherthat in
the case of Indebtedness issued or sold at a discount, the amount of such Indebtedness
Incurred shall at all times be the aggregate principal amount, at the stated maturity of
such Indebtedness.

Indebtedness of any
Person means, without duplication:

(a)      indebtedness of
such Person for borrowed money;

(b)      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);

(c)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 (a) above or (d), (g) or (h) 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 drawing is
reimbursed no later than the fifth business day following receipt by such Person
of a demand for reimbursement;

(d)      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;

(e)      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);

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

(g)      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 (a) through
(f) above; and

(h)      all indebtedness
referred to in clauses (a) through (g) 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.

Indenture Trustee means
the Person named as the Indenture Trustee in the preamble to this Indenture and its
successors and assigns.

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

Initial Purchaser means
Citigroup Global Markets Inc. acting as such pursuant to the Purchase Agreement.

Insurance Policy means
the Contract of Insurance for Fixed Income Securities Against Inconvertibility dated as
of the date hereof among the Insurer and the Insurance Trustee, for the benefit of the
Noteholders (in their capacity as Trust Beneficiaries), as amended or modified from time
to time in accordance with the terms thereof.

Insurance Policy
Application means the Application for the Insurance dated December 10, 2003, executed by
the Issuer, and all supplemental information received by the Insurer as of the date
hereof in connection therewith.

Insurance Trust has the
meaning set forth in Section 5.2(b)(i).

Insurance Trust Agreement has
the meaning set forth in Section 5.2(b)(ii).

Insurance Trust Property has
the meaning set forth in Section 5.2(b)(ii)(2).

Insurance Trustee has
the meaning set forth in Section 5.2(b)(i).

Insurance Trustee Fees
Reserve Allowance has the meaning set forth in Section 3.2(e).

Insured Portion has the
meaning set forth in Section 5.2(b)(ii).

Insurer means Overseas
Private Investment Corporation, an agency of the United States Government.

Interest Payment Date has
the meaning set forth in Section 2.7(a).

Interest Period means
the period beginning on an Interest Payment Date and ending on the day before the next
Interest Payment Date, except in the case of the first Interest Period, which shall
commence on the date hereof and end on August 16, 2004.

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 14.11(b).

Law means any
constitutional provision, law, statute, rule, regulation, ordinance, treaty, order,
decree, judgment, decision, certificate, holding or 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 (a) is issued or
confirmed by a commercial bank with a debt rating of not less than Prime-1 by Moodys
and A+ by Fitch (if rated by Fitch), (b) names the Indenture Trustee as the sole
beneficiary thereof, (c) is unconditionally drawable in full or in part upon the
Indenture Trustees submission of a certification that (i) the conditions to drawing
thereunder (as set forth in Section 5.1(a) hereof) have been satisfied, (ii) the
Indenture Trustee serves as Indenture Trustee for the benefit of the Noteholders under
this Indenture and (iii) the Indenture Trustee is making a drawing under such letter of
credit for the benefit of the Noteholders, (d) is payable no later than 10:00 A.M. (New
York City time) on the Business Day after a conforming request for drawing is submitted
by the Indenture Trustee, and (e) expires not less than 364 calendar days from the date
of issuance thereof and is automatically renewed in accordance with its terms unless the
issuer thereof notifies the Indenture 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, 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 Listing and
Paying Agent means the Person named as Luxembourg Paying Agent in the preamble to this
Indenture and its successors and assigns.

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

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, or (b) the
rights of the Indenture Trustee, acting on behalf of the Noteholders, or such
Noteholders, under any of the Transaction Documents.

Material Subsidiary means,
in respect of the Issuer, any direct or indirect significant subsidiary thereof, as such
term is defined in Rule 12b-2 of the Exchange Act.

Maximum Aggregate
Compensation Liability has the meaning set forth in the Insurance Policy.

Moodys means Moodys
Investors Service, Inc. and its successors.

New York Paying Agent means
the Person named as New York Paying Agent in the preamble to this Indenture and its
successors and assigns.

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(a) hereof.

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(a).

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

Officers Certificate means,
unless otherwise specified, a certificate of an Authorized Representative of the Issuer
in compliance with the requirements of Section 14.1; provided that if such Officers Certificate
is being delivered pursuant to Section 6.12 hereof, such officer shall be the principal
executive, financial or accounting officer of the Issuer.

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 Econômico e Socialand 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 institution 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 Indenture Trustee which may include, without limitation, counsel for the Issuer,
whether or not such counsel is an employee of the Issuer, 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:

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

(b)      Notes for which
redemption money in the necessary amount has been theretofore deposited in trust
         with the Indenture 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 IV or provision          therefor satisfactory to the Indenture Trustee has
been made;

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

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

(e)      Notes which have
been paid pursuant to Section 2.15 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          Indenture Trustee proof satisfactory to it that such
Notes are held by a Protected 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 or any of its Subsidiaries or
Affiliates shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer of the Indenture 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 Indenture Trustee the pledgees right to act with respect to such Notes and that the
pledgee is not the Issuer or a Subsidiary thereof or any Affiliate of the Issuer or any
Subsidiary thereof. For the avoidance of doubt, the Issuer will not be discharged from
its obligations under this Indenture upon payment of interest on the Notes with funds
provided by the Insurer under the Insurance Policy and, for all purposes of this
Indenture, (i) the Insurer shall be subrogated to the rights of the Noteholders with
respect to such payment (except to the extent that the Insurer has requested and received
reaisor non-transferable U.S. dollars in accordance with Section 3.01.1(a)(i) of the
Insurance Policy) and (ii) the Notes shall remain Outstanding at any time that amounts
remain due and owing to the Insurer under Section 3.11 of the Company Support Agreement.

Payment Account means
the account contemplated in Section 3.1(a) 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 or
indirect 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 U.S.          federal and/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 or any Affiliate
thereof;



(v)      any money market
funds rated not less than Aaa by Moodys, AAA by S&P and AAA by Fitch (if
         rated by Fitch) 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 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 Indenture 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.

Principal Paying Agent means
the Person named as Principal Paying Agent in the preamble to this Indenture and its
successors and assigns.

Process Agent has the
meaning set forth in Section 14.16(b).

Protected Purchaser has
the meaning set forth in Article 8 of the Uniform Commercial Code in effect on the date
hereof in New York.

Purchase Agreement means
the Purchase Agreement, dated as of February 9, 2004, between the Issuer and the Initial
Purchaser.

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

Rating Agencies means
Moodys and Fitch.

Record Date means, with
respect to any payment to be made on a Payment Date, the Business Day that is ten
Business Days prior to such Payment Date.

Redemption Price means
an amount equal to a percentage of the principal amount due under the Notes (expressed as
a percentage thereof) if redeemed during the periods set forth below:

|Period                                                      | Redemption Price
|----------------------------------------------------------- | ----------------
|On or after February 17, 2009, but before February 17, 2010 | 104.688%        
|On or after February 17, 2010, but before February 17, 2011 | 103.125%        
|On or after February 17, 2011, but before February 17, 2012 | 101.563%        
|On or after February 17, 2012                               | 100.000%        



Registered Depositary means
The Depository Trust Company (DTC), having a principal office at 55 Water Street, New
York, NY 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(b).

Required Amount means
the sum of (i) an amount equal to the amount of six months interest on the Notes at the
Note Rate in effect on the Closing Date; (ii) prior to the Issuer satisfying its
obligations under the Registration Rights Agreement, an amount equal to the interest that
would accrue on the Notes for a period of three Interest Periods at a rate equal to 0.5%
per annum; (iii) an amount equal to 90 days of interest (calculated at the Note Rate in
effect on the Closing Date) on the amount of interest payable under the Notes on a single
Interest Payment Date (calculated, until the Issuer satisfies its obligations under the
Registration Rights Agreement, at a rate equal to the sum of the Note Rate in effect on
the Closing Date plus 0.5% per annum and, thereafter, at the Note Rate in effect on the
Closing Date); (iv) an amount representing the Indenture Trustees fees due and payable
by the Issuer to the Indenture Trustee during any three Interest Periods, but not
representing any costs or expenses potentially due in any such period; (v) an amount
representing the Insurance Trustees fees under the Insurance Trust Agreement due and
payable by the Issuer to the Insurance Trustee during any three Interest Periods, but not
representing any costs or expenses potentially due in any such period; (vi) an amount
equal to 10% of an amount equal to twelve months of interest on the Notes at the Note Rate in effect on the
Closing Date (which when added to amounts payable under the Insurance Policy will equal
100% of interest on the Notes at the Note Rate in effect on the Closing Date for the
twelve months of interest covered under the Insurance Policy); and (vii) any additional
amounts as may be made required 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 3.2(a).

Reserve Account Transfer
Date means, in respect of any Payment Date, the earlier to occur of (a) the last day of
the Grace Period in respect of such Payment Date and (b) the date on which the Insurance
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 (b) above, if any amounts are actually received by the Indenture
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 Indenture Trustee, means any officer in the Corporate Trust
Office (or any successor group of the Indenture Trustee) with direct responsibility for
the administration of this Indenture, 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 Exhibits 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.

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 United
States Securities and Exchange Commission.

S&P means Standard & Poors.

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 6.14.

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

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

Total Outstanding
Consolidated Indebtedness means, at any date of determination, the total consolidated
Indebtedness of the Issuer (as set forth in the most recently available annual or
quarterly consolidated balance sheet of the Issuer prepared in accordance with Brazilian
GAAP), adjusted to give effect, on a pro forma basis, to (i) the proposed additional
Indebtedness to be Incurred and any other Indebtedness Incurred since the date of the
most recently available annual or quarterly consolidated balance sheet prepared in
accordance with Brazilian GAAP and (ii) the redemption, repayment or repurchase of any
other Indebtedness since the date of the most recently available annual or quarterly
consolidated balance sheet of the Issuer prepared in accordance with Brazilian GAAP.

Trust Beneficiaries has
the meaning set forth in Section 5.2(b)(i).

Transparency Directive means
the Directive of the European Parliament and of the Council on the harmonization of
transparency requirements with regard to information about issuers whose securities are
admitted to trading on a regulated market in the European Union (2003/0045(COD)).

Transaction Documents means,
collectively, this Indenture, the Notes, the Insurance Policy, the Registration Rights
Agreement, the Company Support Agreement, the Insurance Policy Application, the Insurance
Trust Agreement, each Letter of Credit, the application for listing the notes with the
Luxembourg Stock Exchange and the DTC Letter of Representations completed by the Issuer
in connection with the Notes.

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

United States or U.S. means
the United States of America.

U.S. Holder means a
holder of Notes that (x) is an Eligible Investor on the date of its purchase and
acquisition of an interest in a Rule 144A Restricted Global Note and (y) is the sole and
exclusive beneficial owner of such interest, provided, however, that a Noteholder shall
not be deemed to be the sole and exclusive beneficial owner of any portion of its
interest in a Rule 144A Restricted
Global Note with respect to which it does not bear the financial risk of non-payment
(other than the risk insured by the Insurer under the Insurance Policy).  Solely for
purposes of clause (y) above, the persons or entities bearing the financial risk of
non-payment on such Rule 144A Restricted Global Note (other than the risk insured by
Insurer under the Insurance Policy) with respect to a beneficial interest in such Rule
144A Restricted Global Note will be treated as the beneficial owners of such Rule 144A
Restricted Global Note regardless of whether such persons or entities are the registered
owners of such Rule 144A Restricted Global Note.

U.S. Holder
Representations has the meaning set forth in Section 5.2(f)(i)(2).

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 I 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 Indenture 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 Exhibits and any
         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, instrument or document defined or referred
to herein shall mean such agreement, contract, instrument 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

(h)      entered into in
accordance with the terms of this Indenture and the other Transaction Documents;

(i)      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

(j)      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 9.375% Notes due 2014 in
the aggregate principal amount of U.S.$200,000,000 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 passuamong 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 Indenture Trustee for authentication, together with an Issuer Order for
the authentication and delivery of such Notes, and the Indenture 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 Indenture Trustee by the manual
signature of any Authorized Officer, 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 Indenture Trustee
shall have the right to decline to authenticate and deliver the Notes under this Section
2.2 if the Indenture Trustee, after receipt of an Opinion of Counsel, determines that
such action may not lawfully be taken by the Issuer or the Indenture Trustee or if the
Indenture Trustee in good faith by its Board of Directors, board of Indenture Trustees,
executive committee, a trust committee of directors or Indenture 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 Indenture Trustee to
personal liability.  Prior to the authentication and delivery of the Notes, the Indenture
Trustee shall also receive such other funds, accounts, documents, certificates,
instruments or opinions as may be required hereunder.

(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
Indenture 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 passuwith 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 is in effect and has not been voluntarily cancelled in
accordance with Section 4.06 of the Insurance Policy and Section 5.2(g)(iii) hereof, the
Insurance Policy shall have been amended to increase the Maximum Aggregate Compensation
Liability 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) to the extent that the Insurance Policy is in
effect and has not been voluntarily cancelled in accordance with Section 4.06 of the
Insurance Policy, Section 5.2(g)(iii) hereof or otherwise, if any Letters of Credit have
not been allowed to expire in accordance with Section 5.1(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 proportionately 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 Indenture 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 Indenture
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) in the event
that the Issuer has not satisfied in full its obligations under the Registration Rights
Agreement, the Issuer and the Initial Purchaser shall have executed and,
contemporaneously with the 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 (ix) the Indenture
Trustee shall have received an Officers Certificate and an Opinion of Counsel to the
effect that all conditions precedent set forth in this Section 2.3(b) have been satisfied.

(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
Indenture Trustees Authentication.  The Indenture 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 Indenture Trustee

By:
_________________________                                            Authorized
Officer

SECTION 1.3 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 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, if any, 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 (i) definitive Notes under the circumstances described in Sections
2.12(c) and (d) hereto or (ii) 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 Indenture 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
Indenture Trustee, any New York Paying Agent or any Principal 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 Indenture 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 Indenture Trustee or by the Registered
Depositary at the direction of the Indenture 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 Indenture Trustee or by the Registered Depositary at the direction of
the Indenture 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 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
thereto on the face of the Note.  If the Notes conflict or are inconsistent with the
provisions of the Indenture, then this Indenture shall control.

SECTION 2.6
Maturity of the Notes. (a) The Notes shall mature on February 18, 2014 (the Expected
Maturity Date); provided, however, that if on or before the Business Day prior to the
Expected Maturity Date the Issuer delivers a certificate, substantially in the form of
Exhibit E hereto, to the Indenture Trustee and the Insurance 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) a Currency
Inconvertibility Event has occurred and is continuing, then if such certificate shall be
received by the Indenture Trustee on or before the Business Day preceding 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 (x) August 18, 2015 (a date
which is eighteen calendar months after the Expected Maturity Date), (y) the latest date
for which funds are available under any Letter of Credit or on deposit in the Reserve
Account and under the Insurance Policy to pay scheduled interest on the Notes in full,
and (z) 30 calendar days after the date on which the Currency 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, deliver
notice thereof to the Noteholders, any exchange on which the Notes may be listed and to
the Rating Agencies in accordance with the provisions of Section 14.3 of this Indenture.

(d) No payments in
respect of the principal of the Notes shall be paid prior to the Expected 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
Expected Maturity Date pursuant to Article IV hereof; provided, however, that in the case
of an extension of the Expected Maturity Date under this Section 2.6, 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 9.375% per annum
for each Interest Period (as such rate is increased or decreased as provided in this
Section 2.7(a), the Note Rate), providedthat if the Issuer shall have failed to have
an effective registration statement (or, if required, shelf registration statement) in
respect of the Notes declared effective by the SEC pursuant to the Registration Rights
Agreement prior to February 17, 2005, the Note Rate shall be increased for all purposes
hereunder to 9.875% per annum (0.50% above the interest rate on the Initial Notes at the
Closing Date) until the earlier of (i) the completion of the Exchange Offer, (ii) such
time as such registration statement shall have been declared effective as contemplated in
the Registration Rights Agreement or (iii) the Notes become freely tradable under the
Securities Act, in which case the Note Rate shall decrease to the rate in effect on the
Closing Date. All interest shall be paid by the Issuer to the Principal Paying Agent and
distributed by the Principal Paying Agent in accordance with this Indenture semiannually
in arrears on February 17 and August 17 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 August 17,
2004, to the Person in whose name a Note is registered at the close of business on the
relevant Record Date. Interest shall be calculated based on a 360-day year of twelve
30-day months. Notwithstanding anything herein to the contrary, to the extent that the
Issuer does not pay interest on any Payment Date, interest shall accrue (during the Grace
Period, and so long as no Event of Default has occurred and is continuing) on the amount
of interest due on such Payment Date at a rate equal to the Note Rate in effect on the
date hereof.

(b) Upon the
occurrence and during the continuation of an Event of 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) after giving effect to any 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 Issuers obligations to
make payments of principal under the Notes where the Noteholders are otherwise receiving
payments of interest at the Note Rate from the Insurer, under the Insurance Policy (in
their capacity as Trust Beneficiaries) or otherwise.

SECTION 2.8 Record
Date. The Indenture 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.

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. All Notes shall be issued only in denominations of
U.S.$10,000 and integral multiples of U.S.$1,000 in excess 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 receipt of an Issuer Order, the Indenture 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
Indenture 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.

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 Indenture 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 Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer
will give the Indenture 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 Indenture Trustee shall have the right to inspect the Note Register at all reasonable
times and to obtain copies thereof, and the Indenture 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 Indenture 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 within 90
calendar days, 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 the issuance of certificated Notes or (iii) after the occurrence and continuation
of an Event of Default, a Noteholder requests the Indenture Trustee through the
Registered Depositary in writing to have such Noteholders interest in a Global Note
exchanged for definitive Notes; providedthat 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) or (ii) of the preceding paragraph, the Indenture
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
Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Note, an equal aggregate principal amount of certificated 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 in writing. Any certificated Note delivered in
exchange for an interest in the Rule 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 Indenture Trustee a reasonable supply of 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 Section 2.12(d) and this Section
2.12(e) under the following terms and conditions:

(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 Indenture 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, 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 Rule 144A Restricted
Global Note that is transferred to a Person that takes delivery in the form of a
beneficial interest in the Regulation S Unrestricted Global Note will, upon transfer,
cease to be an interest in the Rule 144A Restricted Global Note and will become an
interest in the Regulation S Unrestricted Global Note subject to all transfer restrictions
and other procedures applicable to beneficial interests in the Regulation S Unrestricted 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,

(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, or 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:

(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);
providedthat, if such interest is a beneficial interest in the Rule 144A
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 Indenture 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 Indenture 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 Indenture 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 Indenture Trustee, determines to be sufficient to permit the issuance of
physical Notes and the exchanges contemplated by this Section 2.12(f).

(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 Indenture 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 Indenture 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 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 from such Noteholder 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 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 calendar
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 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 registration of 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 Indenture Trustee, at the written 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 Issuer shall cause the Legend to be reinstated.

(l)      Neither the
Indenture Trustee nor 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.

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 Indenture 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 of
the Issuer (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 Indenture 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 Indenture Trustee shall authenticate
and make available for delivery to the Persons designated by the Noteholders holding
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 Indenture Trustee, or the Issuer and the Note Registrar and
the Indenture 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
Indenture 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
Indenture Trustee that such Note has been acquired by a Protected Purchaser, the Issuer
shall execute, and upon an Issuer Order the Indenture 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 Protected Purchaser of the original Note in lieu of which
such new Note was issued presents for payment such original Note, the Issuer and the
Indenture Trustee shall be entitled to recover such new Note from the Person to whom it
was delivered or any Person taking therefrom, except a Protected 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 Indenture 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 paragraph (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 or the Indenture Trustee may
require the payment from the Noteholder of a sum sufficient to cover any Tax that may be
imposed in relation thereto.

(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 (including any Additional
Amounts) shall be made, pursuant to the terms hereof, by the Issuer to the Principal
Paying Agent to the extent appointed hereunder or to the Indenture Trustee, the Indenture
Trustee by 10:00 a.m. (New York City time), no later than one Business Day prior to each
Payment Date on any Notes (whether on maturity, redemption or otherwise). All such
payments shall be made by the Issuer by depositing immediately available funds in U.S.
dollars to the Payment Account on behalf of the Noteholders provided for herein;
provided, however, that the Issuers payment obligations to the Principal Paying Agent
or, to the extent that the Indenture Trustee shall remain appointed hereunder, the
Indenture Trustee hereunder shall not be satisfied as a result of any transfer of 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 in accordance with Section 4.01.7 of the Insurance Policy, to any right to
receive such amounts or any such payment obligations in connection with a claim for such
amounts under the Insurance Policy or has obtained an assignment or participation
described in Section 5.2(e)(ii)(2) or (3) (except to the extent that the Insurer has
requested and received reaisor non-transferable U.S. dollars as described in Section
5.2(e)(ii)(1)). The Issuer shall request that the bank through which such payment is to
be made agree to supply to the Principal Paying Agent by 10:00 a.m. (New York City time)
on the Business Days prior to the due date for any such payment an irrevocable
confirmation (by tested telex or authenticated Swift MT 100 Message) of its intention to
make such payment. The Principal Paying Agent shall arrange with all other paying agents
for the payment, from funds furnished by the Issuer to the Principal Paying Agent
pursuant to this Indenture, of the principal and interest (including Additional Amounts,
if any) on the Notes. The Principal Paying Agent and the New York Paying Agent, as the
case may be, will hold in trust, for the benefit of the Noteholders or the Indenture
Trustee (and after the payment of any claim under the Insurance Policy, the Insurer), all
money held by such Principal Paying Agent or New York Paying Agent for the payment of
principal or interest on the Notes and (after the payment of any claims under the
Insurance Policy) to make payments to the Insurer, to the extent that the Insurer is or
may be subrogated in accordance with Section 4.01.7 of the Insurance Policy, to any right
to receive such amounts or any such payment obligations in connection with a claim for
such amounts under the Insurance Policy or has obtained an assignment or participation
described in Section 5.2(e)(ii)(2) or (3) (except to the extent that the Insurer has
requested and received reaisor non-transferable U.S. dollars as described in Section
5.2(e)(ii)(1)), and shall notify the Indenture Trustee of any default by the Issuer in
making any such payment. The Issuer at any time may require the Principal Paying Agent
or the New York Paying Agent to pay all money held by it to the Indenture Trustee and to
account for any funds disbursed by it. Upon complying with this Section 2.15, the
Principal Paying Agent and the New York Paying Agent shall have no further liability for
the money delivered to the Indenture Trustee.

(b)      The receipt by
the Principal Paying Agent or, to the extent that the Indenture Trustee shall remain
appointed hereunder, the Indenture Trustee, from the Issuer of each payment of principal,
interest and/or other amounts due in respect of the Notes in the manner specified herein
and on the date on which such amount of principal, interest and/or other amounts are then
due, shall satisfy the obligations of the Issuer herein and under the Notes to make such
payment to the Noteholders on the due date thereof.

(c)      So long as any
of the Notes remain Outstanding, the Issuer will maintain one or more agents in New York
City and Luxembourg 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 in New York City and the Luxembourg Paying Agent in Luxembourg, as the offices 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 offices or agencies 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 in New York City or the Luxembourg Paying Agent in Luxembourg.  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 or Luxembourg, at either such office or an office
to be maintained in such City) payable as provided herein.  No Notes represented by
Global Notes need be surrendered or presented in order to receive payment of principal,
interest or other amounts as provided herein. Each transfer agent shall keep a register,
subject to such reasonable regulations as the Issuer may prescribe.

(d)      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.

(e)      The Indenture
Trustee shall deliver to the Rating Agencies, no later than 30 calendar days after each
Interest Payment Date, a notice substantially in the form of Exhibit F 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, fees, levies or other governmental charges of any nature (and any fines,
penalties, or interest related thereto) (collectively, Taxes) imposed, levied,
collected, withheld or assessed by, within or on behalf of Brazil, Japan (to the extent
that any paying agent is organized in Japan), Luxembourg or by the jurisdictions in which
any paying agents appointed by the Issuer are organized or the location where payment is
made, or any political subdivision or taxing authority or agency thereof or therein (any
of the aforementioned being a Taxing Jurisdiction). If the Issuer is required by law
to withhold or deduct any such Taxes, the Issuer shall (x) use its reasonable efforts to
obtain an exemption from the payment of (or otherwise avoid the obligation to pay) the
Taxes which have resulted in the requirements that the Issuer pay such additional amounts
(Additional Amounts) and (z) in any event pay any Additional Amounts as may be
necessary to ensure that the amounts received by the Noteholders or the Indenture
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 Indenture 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, overall 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 (1) 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,          (2) the Noteholder or beneficial
owner is able to comply with such requirements without undue          hardship and (3) 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 Indenture 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-calendar-day
period;

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

(vi)     any combination
of (i), (ii), (iii), (iv) and (v) 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 the written request from the Indenture Trustee (given at the request of any
Noteholder), the Issuer will furnish to the Indenture 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 Indenture
Trustee evidencing such payment by the Issuer.  Upon the written request of any
Noteholder to the Indenture Trustee, copies of such receipts or other documentation, as
the case may be, will be made available to such Noteholder.

(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 Indenture Trustee an Officers Certificate instructing the Indenture
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 and certifying that the Issuer shall pay such withholding deductions to the
appropriate taxing authority.  The Issuer covenants to indemnify each of the Indenture
Trustee and each other New York Paying Agent or Principal Paying Agent for, and to hold
each harmless against, any loss, liability or expense reasonably incurred without
negligence, bad faith or willful misconduct on its 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 Indenture Trustee, the Registrar, any New York Paying Agent or Principal
Paying Agent.  Any certificate required by this Section to be provided to the Indenture
Trustee and any other New York Paying Agent or Principal Paying Agent shall be deemed to
be duly provided if telecopied to the Indenture Trustee and such other New York Paying
Agent or Principal Paying Agent.  Upon the written request from the Indenture Trustee,
the Issuer shall provide the Indenture Trustee with documentation reasonably satisfactory
to the Indenture 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 Indenture Trustee to the Noteholders or the other New York Paying Agents or Principal
Paying Agents, as applicable, upon written request therefor.

(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 will not be less than the net amount the Noteholder would have received if
such Taxes had not 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 subsection (e) paid by such Noteholders.

(f)      The Issuer shall
maintain a paying agent in an European Union member state not obligated to withhold or
deduct tax under the applicable directive, if the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 are implemented.

(g)      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.

(h) If the Indenture
Trustee or a Noteholder is entitled to an exemption from or reduction of Taxes with
respect to payments under this Indenture, the Indenture Trustee or such Noteholder (as
applicable) shall provide to the Issuer, as reasonably requested by the Issuer (who shall
provide the Indenture 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 Indenture Trustee or the
Noteholder, as the case may be, reasonably considers to be confidential, the Indenture
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.

(i) If (i) the
Issuer shall be required to pay Additional Amounts during the continuance of a Currency
Inconvertibility Event in a currency other than reais,(ii) the Issuer certifies to the
Indenture Trustee in writing that it is unable to pay such Additional Amounts in U.S.
dollars and that such Additional Amounts can not be satisfied by the Issuers payment of
such amounts in reaisdirectly to an authority in such Taxing Jurisdiction, and (iii) the
Noteholders are otherwise receiving payments of interest at the Note Rate from the
Insurer under the Insurance Policy (in their capacity of Trust Beneficiaries), or
otherwise, then the Issuers obligation to pay such Additional Amounts will be deferred
until the earlier to occur of (x) 5 Business Days after the end of such Currency
Inconvertibility Event and (y) the date on which Noteholders are not otherwise receiving
payments of interest at the Note Rate from the Insurer under the Insurance Policy (in
their capacity of Trust Beneficiaries), or otherwise.

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 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 Indenture Trustee, be delivered to the Indenture Trustee for cancellation and
may not be reissued or sold, unless, in the case of Notes redeemed by the Issuer, the
Issuer (a) 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 (b) notifies the Indenture 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 (a) above and need not be cancelled). The Issuer may at any time
deliver to the Indenture 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 Indenture 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 shall be
disposed of by the Indenture Trustee in accordance with its customary procedures, 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 Indenture Trustee shall use CUSIP and ISIN
numbers in notices of redemption as a convenience to Noteholders; providedthat 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 Indenture Trustee in writing of any initial CUSIP
and/or ISIN numbers and any change in the CUSIP or ISIN numbers.

SECTION 2.21
Noteholder Lists. The Indenture 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 Indenture Trustee is not the Note Registrar, or to the extent otherwise required
under the Trust Indenture Act, the Issuer shall furnish to the Indenture Trustee, in
writing at least seven Business Days before each Interest Payment Date and at such other
times as the Indenture Trustee may request in writing, a list in such form and as of such
date as the Indenture 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. The Indenture Trustee shall, upon request by the Insurance Trustee,
furnish a copy of such lists to the Insurance Trustee.

ARTICLE III

ESTABLISHMENT OF
ACCOUNTS

SECTION 3.1
Establishment and Administration of Payment Account. (a) On the Closing Date, the
Indenture Trustee shall establish and, until the Notes and all amounts 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 jointly in the name of the Principal Paying Agent and
the Indenture Trustee, and under the sole dominion and control of the Indenture Trustee
(acting on behalf of the Noteholders, and following payment of a claim under the
Insurance Policy, also on behalf of the Insurer) and used solely by the Principal Paying
Agent (or, to the extent that no Principal Paying Agent remain appointed hereunder, the
Indenture Trustee) to make payments of principal, interest and other amounts from time to
time due and owing on, or with respect to, the Notes, and (following payment of a claim
under the Insurance Policy) to make payments to the Insurer, to the extent that the
Insurer is or may be subrogated in accordance with Section 4.01.7, of the Insurance
Policy, to any right to receive such amounts or any such payment obligations in
connection with a claim for such amounts under the Insurance Policy or has obtained an
assignment or participation described in Section 5.2(e)(ii)(2) or (3) (except to the
extent that the Insurer has requested and received reaisor non-transferable U.S. dollars
as described in Section 5.2(e)(ii)(1)). 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 in amounts on deposit
therein.

(b)      The Indenture
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 (or the Insurer following
payment of a claim under the Insurance Policy) 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.

(c)      The Principal
Paying Agent or, to the extent that no Principal Paying Agent remains appointed
hereunder, the Indenture Trustee shall promptly deposit in the Payment Account any and
all amounts received from the Insurer (as directed by the Insurance Trustee) as payment
under the Insurance Policy. To the extent that funds are received from the Insurer in
excess of those required to satisfy the Issuers obligations under the Notes and the
Indenture then due and payable, the Principal Paying Agent or, to the extent that no
Principal Paying Agent remains appointed hereunder, the Indenture Trustee following
notice by the Issuer shall deposit such excess amounts in a segregated account of the
Indenture Trustee until the next Payment Date when such funds shall be deposited by the
Indenture Trustee in the Payment Account and used by the Indenture Trustee to satisfy the
Issuers obligations under the Indenture and the Notes.

SECTION 3.2
Establishment and Administration of Reserve Account. (a) On the Closing Date, the
Indenture Trustee shall establish a segregated non-interest bearing trust account (the Reserve
Account) 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 deposited in the
Reserve Account when, as and if a drawing is made on any such Letter of Credit pursuant
to Section 5.1(a) below and the terms thereof. The Issuer agrees that the Reserve
Account shall be maintained in the name of the Indenture 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, and the Issuer hereby acknowledges and agrees that it shall
have no right, title, or interest in, to or under the Reserve Account or any amounts or
Permitted Investments on deposit therein and any proceeds therefrom. 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 3.2(b) or any proceeds thereof. The Issuer shall cause to be maintained in the
Reserve Account an amount, which, together with the amount available under any Letters of
Credit, is equal to the Required Amount.

(b) Amounts on
deposit in the Reserve Account shall be invested by the Indenture Trustee in Permitted
Investments at the direction of the Issuer, and interest earned on Permitted Investments
deposited in the Reserve Account shall be retained in the Reserve Account. If (i) the
Indenture Trustee receives written notice of a Currency Inconvertibility Event or (ii)
the Indenture Trustee does not receive any direction as to the Permitted Investments to
be purchased, all amounts on deposit in the Reserve Account shall be invested by the
Indenture Trustee in investments of the type described in clause (vi) of the definition
of Permitted Investments. Upon the occurrence and during the continuance of an Event of
Default, the Indenture Trustee shall cause amounts invested in Permitted Investments to
be converted to cash as necessary no later than the second Business Day prior to the
Payment Date immediately succeeding the delivery of such notice; providedthat, in the
event that the Indenture Trustee shall receive such notice after the second Business Day
prior to any Payment Date, the Indenture Trustee shall, promptly after receipt of such
written notice, cause amounts invested in Permitted Investments to be converted to cash
as necessary. The Indenture Trustee shall, within two Business Days after the Indenture
Trustee receives written notice thereof, notify the Issuer in writing (with a copy to the
Rating Agencies) of the occurrence of any decrease in the rating of any Permitted
Investment to a level below Aaa by Moodys, AAA by S&P and AAA by Fitch (if rated
by Fitch).

(c)      On each Reserve
Account Transfer Date during the continuance of a Currency Inconvertibility Event where
the Issuer has certified to the Indenture Trustee in writing that it is unable to satisfy
its payment obligations under this Indenture and the Notes, as applicable and where the
funds on deposit in such Payment Account are insufficient to pay all accrued and unpaid
interest due on the Notes on the related Payment Date, the Indenture Trustee shall
withdraw from the Reserve Account and pay to the Payment 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 (including any interest
which had accrued during the applicable Grace Period on the amount due on the related
Payment Date) less any amounts on deposit in the Payment Account (including any proceeds
from claims under the Insurance Policy) therefor on such Reserve Account Transfer Date.

(d) During the
continuance of a Currency Inconvertibility Event where the Issuer has certified to the
Indenture Trustee in writing that it is unable to make payments of amounts due from time
to time to the Indenture Trustee, in respect of fees (but not costs or expenses) as set
forth in Section 8.5, the Indenture 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 Indenture Trustee, the New York Paying Agent and the
Principal Paying Agent under this Indenture; provided, however, that the Indenture
Trustee shall not be entitled to withdraw from the Reserve Account more than U.S.$5,000
during any Interest Period (the Fees Reserve Allowance) to pay the amounts specified
under this Section 3.2(d).

(e) During the
continuance of a Currency Inconvertibility Event where the Issuer has certified to the
Indenture Trustee in writing that it is unable to make payments of amounts due from time
to time to the Insurance Trustee, in respect of fees (but not costs or expenses) as set
forth in Section 5.04 of the Insurance Trust Agreement, the Indenture Trustee shall, on
the date such payment shall become due, withdraw from the Reserve Account and pay to the
Insurance Trustee an amount equal to such compensation then due to the Insurance Trustee
under the Insurance Trust Agreement; provided, however, that the Indenture Trustee shall
not be entitled to withdraw from the Reserve Account more than U.S.$5,000 during any
Interest Period (the Insurance Trustee Fees Reserve Allowance) to pay the amounts
specified under this Section 3.2(e).

(f)      To the extent
that the Maximum Aggregate Compensation Liability has not been reduced to zero, the
Issuer shall arrange for an increase in the amounts available under the Reserve Account
or any Letter of Credit within five Business Days of the cessation of any Currency
Inconvertibility Event such that the aggregate amount then available under the Reserve
Account and any Letter of Credit shall be equal to the Required Amount.

(g)      So long as no
Currency Inconvertibility Event has occurred and is continuing, to the extent that the
amounts available under the Reserve Account and any Letters of Credit exceed the Required
Amount (after giving effect to any increases and reductions thereof in accordance with
the terms hereof) on any Interest Payment Date and all, or a portion, of such excess is
on deposit in cash in the Reserve Account, following notice of the same to the Issuer,
the Indenture Trustee shall withdraw any such excess from the amounts on deposit in the
Reserve Account and apply such excess to pay amounts then due under the Notes and the
Indenture on such Interest Payment Date.

(h)      In the event
that the Indenture Trustee receives notice from the Issuer that the coverage provided by
the Insurance Policy is to be voluntarily cancelled as of any date as set forth in
Section 5.2(g)(iii) hereof and so long as, to the knowledge of the Indenture Trustee, no
Default or Event of Default is then in effect or continuing, the Indenture Trustee shall
apply any amount on deposit in the Reserve Account to pay amounts due under the Notes and
this Indenture on subsequent Interest Payment Dates.

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 Indenture 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, in 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 Indenture Trustee immediately
prior to the giving of such notice that the Issuer has or will become obligated to pay
Additional Amounts in excess of 15% of the gross amount otherwise payable with respect to
the Notes as a result of any generally applicable change in or amendment to the laws or
regulations (including a determination by a court of competent 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
the original issuance of any of the Notes and (ii) such obligation cannot be avoided by
the Issuer taking reasonable measures available to it; provided, however, that any 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. At least 15 days prior to the giving of any notice of
redemption of the Notes pursuant to this Section 4.2 (unless a shorter period shall be
acceptable to the Indenture Trustee), the Issuer shall deliver to the Indenture 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 Indenture Trustee a written Opinion of Counsel, in form and substance satisfactory to
the Indenture 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. No such redemption shall be effective unless and until the Indenture Trustee
receives the amount payable upon redemption as set forth above.

(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 Indenture 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 Indenture 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 or the Notes, any payment made by the Issuer with respect to a Note 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 after
February 17, 2009 upon the giving of notice as providedin 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 purchase 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
pursuant to this Section 4.3 to redeem or repurchase the Notes 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
Indenture Trustee (on behalf of the Noteholders) on the Early General Redemption Date an
amount equal to the sum of (i) the applicable Redemption Price (calculated by the Issuer
as of the Early General Redemption Date and confirmed by the Indenture Trustee) and (ii)
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 Indenture 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 (with a copy to the Indenture Trustee) by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 calendar 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 New York Paying Agents or Principal Paying Agents;

(iv)     that Notes
called for redemption must be surrendered to the New York Paying Agent or the Principal
         Paying Agent, as the case may be, to collect the Early Tax Redemption Price or
the Early General          Redemption Price, as applicable;

(v)      that, once the
redemption price has been paid with respect to 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 a Currency
Inconvertibility Event has occurred that prohibits the Issuer from paying the redemption
price to the Indenture Trustee, the redemption notice provided under this Section 4.4
shall be deemed to be withdrawn and the Issuer shall not 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
Indenture 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 New
York Paying Agent or Principal Paying Agent, as the case may be, and the Indenture
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 Principal Paying Agent a notice regarding the payment by the
Issuer to the Principal 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 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 each of its Affiliates may at any time purchase any
Notes in the open market or otherwise at any price; providedthat, 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 and each of its Subsidiaries or Affiliates shall be deemed not Outstanding for
purposes thereof. All Notes purchased by the Issuer or any of its Affiliates may, at the
option of the Issuer, continue otherwise to be Outstanding or be cancelled.

ARTICLE V

CREDIT AND OTHER
SUPPORT

SECTION 5.1 Letters
of Credit. (a) The Indenture Trustee shall be required to draw on any Letter of Credit:

(i)      in full

(A)      promptly, but in
any event within two Business Days after the Indenture Trustee receives written
                  notice (specifically referencing this Indenture and the Notes) that
Moodys or Fitch (if                   rated by Fitch) has either withdrawn the long-term
debt rating of the institution issuing                   or confirming such Letter of
Credit or lowered such rating to below Prime-1 or A+,                   respectively;
or

(B)      on the tenth
Business Day prior to the stated expiry of such Letter of Credit in accordance with
                  its terms, if the issuer of such Letter of Credit shall have notified
the Indenture                   Trustee in writing of its intention to not renew or
replace such Letter of Credit prior                   to its expiry and the Issuer shall
not have caused a replacement Letter of Credit to be                   delivered to the
Indenture Trustee pursuant to Section 5.1(e) hereof prior to such tenth
                  Business Day; or

(ii)

(A) three Business
Days prior to any Reserve Account Transfer Date, an amount equal to the amount of
accrued and unpaid interest due on the Notes on such Reserve Account
Transfer Date (including any interest which had accrued during the
applicable Grace Period on the amount of interest due on the Payment
Date related to such Reserve Account Transfer Date) plus an amount
equal to the Fees Reserve Allowance and the Insurance Trustee 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 as specified in an Officers Certificate from
the Issuer furnished to the Indenture 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 Indenture Trustee, the Indenture Trustee shall be required to draw
on each Letter of Credit in full on the second Business Day prior to
each Reserve Account Transfer Date related to any Payment Date
occurring during the continuation of a Currency Inconvertibility Event where
the funds on deposit in the Payment Account on the third Business Day
prior to such Reserve Account Transfer Date are insufficient to pay all
accrued and unpaid interest due and payable 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 5.1(a)(ii)(A) above, the Indenture Trustee shall, in
relation to a drawing                   made under Section 5.1(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 5.1(a)(ii)(A);
                  provided, however, that if the institution issuing or confirming 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 5.1(a)(ii)(A),                   the Indenture
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                   5.1(a)(ii).

(b)      The Indenture
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 3.2 hereof.

(c)      Notwithstanding
the provisions of Section 5.1(a)(i)(B) hereof, in the event that the Indenture Trustee
receives written notice from the Issuer that the coverage provided by the Insurance
Policy is to be voluntarily cancelled as of any date as set forth in Section 5.2(g)(iii)
hereof and so long as, to the knowledge of a Responsible Officer of the Indenture
Trustee, no Default or Event of Default is then in effect or continuing, the Indenture
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 for such voluntary cancellation of coverage.  Additionally, upon
the Issuer having satisfied its obligations under the Registration Rights Agreement in
respect of the Notes, the Indenture Trustee shall (at the written request of the Issuer)
(i) upon the receipt of an Officers Certificate from the Issuer certifying to the
registration of the Notes under the Securities Act and the satisfaction of its
obligations under the Registration Rights Agreement, and (ii) so long as, to the
knowledge of a Responsible Officer of the Indenture Trustee, 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 5.1(e)) equal to the Required Amount (less any amounts described in clause (ii)
of the definition of Required Amount).

(d)      To the extent
that the Maximum Aggregate Compensation Liability has not been reduced to zero, the
Issuer shall, within five Business Days of the cessation of a Currency Inconvertibility
Event, or otherwise, 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 in such account pursuant to
Section 3.2(f)) equal to the Required Amount.

(e)      Any Letter of
Credit may be replaced by or on behalf of the Issuer with one or more Letters of Credit
meeting the criteria for Letters of Credit set forth above provided that (i) no Event of
Default shall have occurred and be continuing or will occur as a result of the
replacement of the Letter of Credit, as evidenced to the Indenture Trustee by the below
mentioned Officers Certificate from the Issuer, (ii) each of the Rating Agencies
reconfirms that the then current rating of the Notes both before and after the
replacement of the Letter of Credit is and will be not less than Baa3 (in the case of
Moodys) and BBB- (in the case of Fitch) and (iii) in the case of replacement by one or
more Letters of Credit, the Issuer shall submit a draft of any such replacement Letter of
Credit to the Indenture Trustee not less than five Business Days prior to the proposed
delivery thereof, the Indenture Trustee shall have approved of the form of any such
replacement Letter of Credit, and such replacement Letter of Credit is delivered in the
form supplied to and approved by the Indenture Trustee.  In connection with any
replacement of a Letter of Credit, the Issuer shall deliver to the Indenture Trustee an
OfficersCertificate certifying that such replacement is authorized or permitted hereby
and that all conditions set forth in this Indenture to such replacement have been
satisfied.

SECTION 5.2 The
Insurance Policy Support Arrangements. The Noteholders, by acceptance of the Notes
issued hereunder, hereby agree as follows:

(a) General. The
Noteholders shall be entitled to all payments of principal, interest and other amounts
due on, or with respect to, the Notes except as expressly provided for herein.

(b) Establishment of
Insurance Trust. (i) In order to maximize the interests of the Noteholders in the
Insurance Policy (and to comply with requirements under applicable law relating to the
ability of the Insurer to issue the Insurance Policy), the Insurer on the date hereof
shall, as a condition to the issuance of the Notes, issue the Insurance Policy to The
Bank of New York, as insurance trustee (the Insurance Trustee) acting on behalf of a
grantor trust established on the date hereof (the Insurance Trust) for the benefit of
the Noteholders in their capacity as sole beneficiaries of the Insurance Trust (the Trust
Beneficiaries).

(ii) The Insurance
Trust shall operate pursuant to the Insurance Trust Agreement in the form
attached hereto as Exhibit G (the Insurance Trust Agreement) pursuant to which the
Insurance Trustee will hold the Insurance Policy as a credit enhancement and
support (on the terms and conditions set forth in the Insurance Policy), for an
amount equal to 90% of the Covered Interest Period Amounts (the Insured Portion).
As set forth in the Insurance Trust Agreement:

(1)      the Insurance
Trust shall engage in no business activities other (A) than holding the Insurance
                  Policy and the other Insurance Trust Property, (B) prosecuting claims
thereunder, (C)                   securing payment of claims for the benefit of the
holders from time to time of the Notes                   as Trust Beneficiaries, causing
payment of any such claims to be paid to the Indenture                   Trustee, or to
the extent that the Principal Paying Agent shall remain appointed
                  hereunder, the Principal Paying Agent, for deposit to the Payment
Account and payment                   therefrom of the Insured Portion of the Covered
Interest Period Amounts that is or are                   the subject of a claim paid
under the Insurance Policy in accordance with its terms, (D)                   accepting
the assignment described in Section 5.2(d) and (E) other activities incidental
                  thereto;

(2) the beneficial
interests in the Insurance Trust shall be owned, legally and beneficially, by the
Noteholders in the form of an undivided interest in the property and
assets of the Insurance Trust, which shall consist solely of (A) the
Insurance Policy and all rights thereunder and all proceeds thereof,
(B) the Covered Interest Period Amounts subject to the rights of the
Insurer under the Insurance Policy including, without limitation, the
Insurers rights of subrogation and (C) all the Insurance Trusts
rights under this Indenture and the other Transaction Documents and all
other payments by any Person in respect thereof, and any and all assets
related thereto, proceeds therefrom, payments under or distributions in
respect thereof, now existing or at any time hereafter created, which
is at any time conveyed to the Insurance Trustee pursuant to this Indenture and the
other Transaction Documents and the terms and conditions of the
Insurance Trust Agreement or to which the Insurance Trustee otherwise
holds estate, right, title and interest in trust for the use and
benefit of the Noteholders from time to time of the Notes in their
capacity as Trust Beneficiaries, all in accordance with the terms and
provisions of the Insurance Trust Agreement (the Insurance Trust
Property); and

(3)      the beneficial
interests in the Insurance Trust shall be deemed to be a right that is part and
                  parcel of the Notes, represented by the Notes and shall not be
detachable, severable or                   in any way subject to transfer separate and
apart from an interest in the Note and all                   Noteholders shall be deemed
to have agreed to the foregoing restrictions on separate                   transfer of
any interest in the Insurance Trust or Insurance Trust Property and that any
                  attempt by a Noteholder (or an interest therein) to do so shall be null
and void.

(c) Issuer
Obligations in Respect of the Insurance Trust. In order to give effect to the
establishment of the Insurance Trust and the issuance of the Insurance Policy as
contemplated herein, the Issuer shall, on the date hereof, take all such action as is
necessary to cause the establishment of the Insurance Trust with the Insurance Trustee,
including, without limitation, (a) executing the Insurance Trust Agreement , (b)
appointing the Insurance Trustee to act as such under the Insurance Trust Agreement, and
(c) otherwise from time to time taking all such action as shall be reasonably requested
by the Insurance Trustee or the Insurer for the purposes of maintaining ownership of the
Insurance Policy by the Insurance Trustee for the benefit of the Trust Beneficiaries as
provided for herein.

(d) Noteholders Assignment
of Covered Interest Period Amounts. In order to give effect to the Insurance Trust and
the issuance of the Insurance Policy to the same (and consistent with the Insurance Trust
Agreement), the Noteholders hereby assign to the Insurance Trust, on the date hereof, all
of their rights to receive interest due under the Notes in an amount equal to $18,750,000
and all rights related thereto (the Covered Interest Period Amounts), which amount is
approximately equivalent to the amount of interest due on the Notes in respect of two
Interest Periods (the Covered Interest Periods), it being understood and agreed that:

(i) this assignment
(the Assignment) is in consideration of the interest of the Noteholders in the
Insurance Trust, including, without limitation, all distributions to the
Noteholders in their capacity as Trust Beneficiaries contemplated in the Trust
Agreement.

(ii)     the Assignment
is absolute, immediate and subject to no contingencies and is intended to provide
         the Insurance Trust with an interest in the Notes sufficient for the Insurer to
issue the          Insurance Policy to the same under applicable law;

(iii)    the Insurer
shall have the rights set forth in the Insurance Policy and described in Section
         5.2(e) hereof with respect to the Covered Interest Period Amounts;

(iv)     if,
notwithstanding the Assignment, no claim is ever made under the Insurance Policy, then,
         pursuant to standing instructions under the Insurance Trust Agreement and this
Section 5.2, the          Issuer shall pay to the Indenture Trustee, or to the extent
that the Principal Paying Agent shall          remain appointed hereunder, to the
Principal Paying Agent, all such amounts as would otherwise be          payable to the
Insurance Trust in respect of the Covered Interest Periods by depositing all such
         amounts in the Payment Account to be paid over to the Trust Beneficiaries in
their capacity as          such consistent with their rights to receive principal,
interest and other amounts due from time          to time under the Notes and this
Indenture; and

(v)      if for any
reason the Issuer in fact makes a payment of the Covered Period Interest Amounts and no
         claim is ever made or paid under the Insurance Policy, then, notwithstanding
anything herein to          the contrary, all such Covered Interest Period Amounts shall
be deemed to have been received by          the Insurance Trust on behalf of the Trust
Beneficiaries and, pursuant to standing instructions          provided for under the
Insurance Trust Agreement and this Section 5.2, all such amounts as are          received
by the Insurance Trust shall be promptly paid over to the Indenture Trustee, or to the
         extent that the Principal Paying Agent shall remain appointed hereunder, to the
Principal Paying          Agent on behalf of the Trust Beneficiaries by depositing all
such amounts in the Payment Account          and neither the Insurance Trust nor the
Insurer nor any other Person shall be entitled to retain          or receive any such
Covered Interest Period Amount (or any portion or proceeds thereof).

(e) Claims under
Insurance Policy. If a claim is made under the Insurance Policy:

(i) Pursuant to
standing instructions under the Insurance Trust Agreement and this Section 5.2, the
Insurance Trustee shall direct the Insurer to make any payment under the
Insurance Policy to the Indenture Trustee, or to the extent that the Principal
Paying Agent shall remain appointed hereunder, to the Principal Paying Agent, by
depositing all such amounts to the Payment Account to be paid over to the Trust
Beneficiaries in their capacity as such.

(ii)     In accordance
with Sections 3.01.1(a) and 4.02 of the Insurance Policy, the Insurance Trustee
         shall (or shall require the Issuer to, and the Issuer shall), at the election of
the Insurer,          prior to payment by the Insurer, either:

(1) deliver or cause
to be delivered to the Insurer (A) inconvertible reais, in an amount equal to the
Insured Portion of the Covered Interest Period Amounts relating to such
claim at the rate of exchange specified in the Insurance Policy, or (B)
non-transferable U.S. dollars, in an amount equal to the Insured
Portion of the Covered Interest Period Amounts relating to such claim
(in either case in the form of (x) funds immediately available to the Insurer
in Brazil or, (y) at the Insurers option, in cash); or

(2)      assign to the
Insurer, or, at the Insurers option, grant to the Insurer a participation in, the
                  Insurance Trustees right to receive the Insured Portion of the Covered
Interest Period                   Amounts relating to such claim; or

(3)      (A) assign to
the Insurer, or, at the Insurers option, grant to the Insurer a participation in
                  the Insured Portion of the Covered Interest Period Amounts relating to
such claim in the                   applicable deposit account in which such reais or
non-transferable U.S. dollars are, held                   by, or for, or at the direction
of, the Issuer, and (B) assign to the Insurer, or, at the                   Insurers
option, grant to the Insurer a participation in, all rights of such Person with
                  respect to the Insured Portion of the Covered Interest Period Amounts
relating to such                   claim thereof and all claims with respect thereto
arising out of the Currency                   Inconvertibility Event, including, without
limitation, claims against the Brazilian                   government.

(iii) To the extent
provided in the Insurance Policy, the Insurer shall be subrogated to the rights of
the Noteholders with respect to any payment of interest on the Notes with funds
provided by the Insurer under the Insurance Policy (except to the extent that
the Insurer has requested and received reaisor non-transferable U.S. dollars as
described in Section 5.2(e)(ii)(1)).

(iv) Neither the
Indenture Trustee nor the Insurance Trustee is to release the Issuer from its
obligation to make scheduled payments of interest on the Notes with respect to
the Insured Portion of the Covered Interest Period Amounts (or any part thereof)
for which the Insurance Trustee has received reaisor non-transferable U.S.
dollars until the Insurer has (as described in Section 5.2(e)(ii)(1)) agreed to
accept delivery of such reaisor non-transferable U.S. dollars in discharge of
the obligation of the Issuer to make scheduled payments of interest on the Notes with
respect to the Insured Portion of the Covered Interest Period Amounts, the
Insurer has received such amounts, and the Insurance Trustee has received
compensation under the Insurance Policy. Further, neither the Indenture Trustee
nor the Insurance Trustee is to release the Issuer from its obligation to make
scheduled payments of interest on the Notes with respect to the Insured Portion
of the Covered Interest Period Amounts (or any part thereof) if the Insurer
agrees (as described in Section 5.2(e)(ii)(2) or (3)) to accept an assignment
of, or participation in, the rights of the Insurance Trustee or the Issuer, as
the case may be, in the applicable deposit account or to receive scheduled
payments of interest on the Notes with respect to the Insured Portion of the
Covered Interest Period Amounts (or any part thereof) in lieu of receiving reaisor non-transferable U.S. dollars in exchange for payment by the Insurer of
compensation under the Insurance Policy unless the Insurer notifies the
Insurance Trustee and the Indenture Trustee in writing that it has received
payments from the Issuer under the Company Support Agreement representing such
previously compensated amounts and then only to the extent of such payments by
the Issuer to the Insurer.

(v)      The Indenture
Trustee shall note the Insurers rights as subrogee or assignee described above in
         the Indenture Trustees records with respect to the payments of interest on the
Notes.

(f) Noteholders Representations.
(i) By its purchase and acquisition of an interest in a Note, each holder or beneficial
owner will be deemed to make the following representations and warranties to Issuer, the
Insurance Trustee, the Insurer, as applicable:

(1) as of the date
of such purchase and acquisition, (A) it has not been convicted, or
been party to a final adverse administrative determination, of an offense
under the Foreign Corrupt Practices Act of 1977 (Pub. L. 95-213, §§ 101-104),
as amended, (B) it has not been suspended, debarred or voluntarily
excluded from procurement or non-procurement dealings with the
government of the United States pursuant to Executive Order 12549,
dated February 18, 1986 (51 CFR 6370) and the regulations promulgated at 32
CFR 25.100 et seq., and (C) it acknowledges that the Insurer has issued
the Insurance Policy based on statutory (22 U.S.C. §2191) and policy
goals, as well as underwriting considerations, including, among other
things, upon the covenants, representations and warranties of the
Issuer set forth the Company Support Agreement regarding, among other
things, worker rights, environmental protection practices, worker
health and safety practices, compliance with Corrupt Practices Laws and
other matters (such representations and warranties, the Holder
Representations); and

(2) in the case of
each holder of an interest in the Rule 144A Restricted Global Note that
(a) as of the date of its purchase of such interest, it is a U.S. Holder
and (B) any reoffer, resale, pledge or other transfer by it of its
interest in a Note during the forty calendar day period after the
original issuance of the Notes will be made only to a U.S. Holder whose
interest therein shall be represented by the Rule 144A Restricted
Global Note (such representations and warranties, the U.S. Holder
Representations).

(ii)     By its purchase
and acquisition of an interest in a Note, each holder or          beneficial owner will
be deemed to have acknowledged and agreed with the Issuer, the Insurance          Trustee
and the Insurer that in the event that any Noteholder makes a misrepresentation to the
         Insurer with respect to the Holder Representations, then the Insurer may reduce
any compensation          payable to the Insurance Trustee with respect to a completed
application under the Insurance          Policy by the portion of such compensation which
corresponds to the aggregate principal amounts of          interests in the Notes held by
such holder, and such holder will not be entitled to receive any          compensation
from the Insurer.

(g) Miscellaneous.
(i) Pursuant to the Insurance Trust Agreement, each Trust Beneficiary shall at all
times have the right to cease to be a beneficiary of the Insurance Trust (a Departing
Beneficiary) by providing not less than thirty days prior written notice to both the
Insurance Trustee and the Indenture Trustee, and at the effectiveness of any such
request, the Insurance Trust shall reassign to such Departing Beneficiary, a pro rata
interest in the Covered Interest Period Amounts on the understanding and agreement by the
Departing Beneficiary (in its capacity as Noteholder or otherwise) that by ceasing to be
a beneficiary of the Insurance Trust such Departing Beneficiary shall, under current
applicable law and the current arrangements under which the Insurance Policy is issued,
surrender its interest in the Insurance Policy.

(ii)     Pursuant to the
Insurance Trust Agreement, in the event the Insurance Policy is cancelled in
         accordance with the terms of this Indenture, the Insurance Trust shall be
dissolved and have no          further force and effect.

(iii)    In accordance
with the Insurance Trust Agreement, at any time on or after the third or any
         subsequent anniversary of the Closing Date and so long as, to the knowledge of
the Indenture          Trustee and Insurance Trustee, no Default or Event of Default has
occurred and is continuing, the          Insurance Trustee, at the written direction of
the Issuer, may cancel the Insurance Policy in          accordance with the terms of the
Insurance Policy, upon receipt of 90-calendar-days prior written          confirmation
from Moodys and Fitch that their then current rating of the Notes are at least          Baa3 and
BBB-, respectively, and that such ratings will not be lowered or withdrawn as a
         result of such cancellation.

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 hereunder and under
the Notes.

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, (a) maintain in effect its corporate existence and all registrations
necessary therefor except as otherwise permitted by Section 6.14 and (b) 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; providedthat 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 and working order (normal wear and
tear excepted) all its property used or useful in the conduct of its or its Subsidiaries businesses,
and the Issuer 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 such property 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 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 Governmental Approvals. The Issuer will, and will cause its
Subsidiaries to, duly obtain and maintain in full force and effect all Governmental
Approvals of any Governmental Authority under the laws of Brazil or any other
jurisdiction having jurisdiction over the Issuer or its Subsidiaries, as the case may be,
necessary in all cases for the Issuer or its Subsidiaries, as the case may be, (i) to
operate the business of offering telecommunications services in Brazil, including without
limitation any Governmental Approval granted by the Brazilian government to offer
telecommunications services in Brazil, and (ii) 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 the Notes and this Indenture except
(x) the foregoing shall not apply to any such Governmental Approval during any Currency
Inconvertibility Event and (y) in the case of both (i) and (ii) above, 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, (a) all Taxes levied or imposed upon the Issuer or such
Subsidiary, as the case may be, and (b) 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 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 carried 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 except
where the failure to maintain such insurance would not have a Material Adverse Effect.

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. 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, NY 10011 and the Issuer will not change the designation of such office without
prior notice to the Indenture 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 Indenture 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 Indenture Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

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 paripassu, 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 Notice
of Defaults and Events of Default. The Issuer will give written notice to the Indenture
Trustee (with a copy to the Insurance 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; provided, however, that if
such Default or Event of Default results from the failure to comply with Section 3.02,
3.07 or 3.09 of the Company Support Agreement, copy of such notice shall be sent to the
Rating Agencies.

SECTION 6.13 Notice
of Currency Inconvertibility Event. The Issuer will give written notice to the Indenture
Trustee (with a copy to the Insurance 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 a Currency Inconvertibility Event; provided,
however, that if a Currency Inconvertibility Event has occurred in the five Business Days
preceding a Payment Date that limits or restricts the ability of the Issuer 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
Indenture Trustee of such event promptly and in any event not later than the Business Day
prior to such Payment Date; and provided furtherthat, if any such event occurs on a
Payment Date, the Issuer shall give notice of such event no later than such Payment Date.

SECTION 6.14
Limitation on Consolidation, Merger, Sale or Conveyance. The Issuer will not,
in one or a series of transactions, consolidate or amalgamate with or merge into any
Person or convey, lease or transfer all or substantially all of its assets to any person
(other than a Subsidiary of the Issuer) or permit any Person (other than a Subsidiary of
the Issuer) to merge with or into it unless:

(i) 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 Indenture Trustee),
all of the Issuers obligations on the Notes and under this Indenture;

(ii)     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;

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

(iv)     the Issuer has
delivered to the Indenture Trustee (with a copy to the Insurer) 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

(v)      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).

(b)      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:

(i)      the Issuer may
merge or consolidate with or into, or convey, transfer, lease or otherwise dispose
         of assets to a Subsidiary of the Issuer in cases when the Issuer is the
surviving entity in such          transaction and such transaction would not have a
Material Adverse Effect, 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 (a) above; or

(ii)     any Subsidiary
of the Issuer may merge or consolidate with or into, or convey, transfer, lease or
         otherwise dispose of assets to, any Person (other than a shareholder of the
Issuer, with the          exception of Brasil Telecom Participações S.A.) in cases when
such transaction would not have a          Material Adverse Effect; or

(iii)    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



(iv)       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 and if such liquidation or
dissolution is part of a corporate          reorganization of the Issuer.

(c)      If as a result
of the above, another company is substituted in place of the Issuer as issuer of the
Notes, a supplemental Offering Memorandum shall be prepared and delivered to the
Luxembourg Stock Exchange.

(d)        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 Indenture 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 Indenture Trustee shall authenticate and shall deliver
any Notes that previously shall have been signed and delivered by the officer of the
Issuer to the Indenture Trustee for authentication, and any Notes that the Successor
Company thereafter shall cause to be signed and delivered to the Indenture Trustee for
that 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.

(e)        In case of any
such consolidation, merger, sale, transfer, lease or conveyance (as described in clauses
(a) and (b) 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.

(f)        In the event
of any such sale or conveyance (other than a conveyance by way of lease) (as described in
clauses (a) and (b) 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.

(g)        In the event
of any such sale or conveyance (other than a conveyance by way of lease) (as described in
clauses (a) and (b) 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.

(h)        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.

(i)        The Indenture
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.

SECTION 6.15 Limitation
on Liens. (a) The Issuer will not, and will not cause or permit any of its Material
Subsidiaries to, issue, assume or guarantee any Indebtedness, if that Indebtedness is
secured by a Lien upon any property of any such Person 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.

(b)        This
restriction does not apply to:

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

(ii) 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 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); providedthat 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;

(iii)        any Lien on
any property which secures Indebtedness owing to an Official Lender;

(iv)        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 such property);

(v)        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);

(vi)        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;

(vii) 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 (i)
through (vi) inclusive; providedthat 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);

(viii) any Liens
for taxes not yet delinquent or due which are being contested in good faith by
appropriate actions or proceedings, providedthat adequate reserves with respect
thereto are maintained on the books of the Issuer;

(ix)        carriers,
warehousemens, mechanics, materialmens, repairmens or other statutory Liens arising
         in the ordinary course of business;

(x)        easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary
         course of business;

(xi)        Liens
incurred in the ordinary course of business in connection with workers compensation
claims,          unemployment insurance and social security benefits and Liens securing
the performance of bids,          tenders, leases and contracts in the ordinary course of
business, statutory obligations, surety          bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of          business; and

(xii)        any Lien of
the Issuer or any of its Subsidiaries that does not fall within paragraphs (i) through
         (xi) above and that secures an aggregate amount of Indebtedness which, when
aggregated with then          outstanding Indebtedness secured by all other Liens of the
Issuer and its Subsidiaries permitted          under this paragraph (xii) (together with
any Sale and Lease-Back Transaction that would otherwise          be prohibited by the
provisions of Section 6.16) at any time does not exceed 8% of Consolidated          Total
Assets at the time any such Indebtedness is incurred or Lien is entered into.

(c)
       Notwithstanding anything to the contrary in this Section 6.15, the Issuer shall
not create any Liens on the capital stock of any of its Material Subsidiaries.

SECTION 6.16
Limitations on Sale and Lease-Back Transactions(a) 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 property of such Person, unless either:

(i)        the Issuer or
that Subsidiary would be entitled pursuant to the provisions of Section 6.15 above
         (including any exception to the restrictions set forth therein) to issue, assume
or guarantee          Indebtedness secured by a Lien on any such 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 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 passuwith 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.

(b)        These
restrictions will not apply to either (i) transactions providing for a lease term,
including any renewal, of not more than three years, or (ii) transactions between the
Issuer and any of its Subsidiaries or between the Issuers Subsidiaries.

SECTION 6.17
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
between the Issuer and any of its Subsidiaries not involving any other Person so long as
consummation of any such transaction will not have a Material Adverse Effect.

SECTION 6.18
Provision of Financial Statements and Reports. (a) 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 Indenture 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.

(b)        The Issuer
will provide, together with each of the financial statements delivered pursuant to clause
(a) above, 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.

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

(d)        Delivery of
such reports, information and documents to the Indenture Trustee is for informational
purposes only and the Indenture Trustees receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information
contained therein, including the Issuers compliance with any of its covenants hereunder
(as to which the Indenture Trustee is entitled to rely exclusively on Officers
Certificates).

SECTION 6.19
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 Indenture Trustee may reasonably request, in accordance with
applicable Laws to be taken, fulfilled or done in order to (a) perfect and maintain the
validity, effectiveness and priority of any Liens created under this Indenture, (b) 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) ensure that the Issuers obligations under the Notes, this
Indenture and each of the other Transaction Documents are legally binding and
enforceable, (d) 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) enable
the Indenture 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) take
any and all action necessary to preserve the enforceability of, and maintain the
Indenture Trustees rights hereunder and under the other Transaction Documents, and (g) to
the extent reasonably practicable, assist the Indenture Trustee in the Indenture Trustees
performance of its obligations under this Indenture and the other Transaction Documents.

SECTION 6.20
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 Noteholder holding an interest in a Restricted 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 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 6.21
Appointment to Fill a Vacancy in Office of Indenture Trustee.The Issuer,
whenever necessary to avoid or fill a vacancy in the office of Indenture Trustee, will
appoint in the manner provided in Section 8.8, a successor Indenture Trustee, so that
there shall at all times be a Indenture Trustee with respect to the Notes.

SECTION 6.22
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 Principal Paying Agent or the Indenture Trustee, as
the case may be, in the Payment Account a sum sufficient to pay such principal, interest
or other amounts (including Additional Amounts) so becoming due.

(b)        Whenever the
Issuer shall appoint a New York Paying Agent other than the Indenture Trustee or a
Principal Paying Agent other than The Bank of Tokyo-Mitsubishi Ltd. with respect to the
Notes, it will cause such New York Paying Agent or Principal Paying Agent to execute and
deliver to the Indenture Trustee an instrument in which such agent shall agree with the
Indenture Trustee, subject to the provisions of this Section 6.22:

(i) that it will
hold all sums received by it as such agent for the payment of the principal of or
interest, as the case may be, 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 (and after the payment of any claim under the
Insurance Policy, the Insurer) and to make payments to the Insurer, to the
extent that the Insurer is or may be subrogated in accordance with Section 4.01.7
of the Insurance Policy, to any right to receive such amounts or any such payment
obligations in connection with a claim for such amounts under the Insurance
Policy or has obtained an assignment or participation described in Section
5.2(e)(ii)(2) or (3) (except to the extent that the Insurer has requested and
received reaisor non-transferable U.S. dollars as described in Section
5.2(e)(ii)(1));

(ii)        that it will
give the Indenture 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, as the          case may be (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 Indenture Trustee upon the Indenture
         Trustees written request at any time during the continuance of the failure
referred to in clause          (ii) above.

(c)        The Indenture
Trustee shall arrange with all such New York Paying Agents or Principal Paying Agents, as
the case may be, for the payment, from funds furnished by the Issuer to the Indenture
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 Principal
Paying Agents or New York Paying Agents, as the case may be, for their services as such.

(d)        If the Issuer
shall act as its own New York Paying Agent or Principal 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 (and after the
payment of any claim under the Insurance Policy, the Insurer) a sum sufficient to pay
such principal or interest (including Additional Amounts) so becoming due.  The Issuer
will promptly notify the Indenture Trustee of any failure to take action.

(e)     Anything in this
Section 6.22 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 Indenture Trustee all sums held in trust for
such Notes by the Issuer or any Principal Paying or New York Paying Agent hereunder, as
the case may be, as required by this Section 6.22, such sums to be held by the Indenture
Trustee upon the trusts herein contained.

(f)        Anything in
this Section 6.22, 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 New York
Paying Agent or Principal Paying Agent, as the case may be, to pay, in accordance with
the terms hereof, any sum due in respect of the Notes on the applicable Payment Date.

SECTION 6.23
Limitation on the Ability to Incur Additional Indebtedness. (a) The Issuer shall
not, and shall not permit any of its Subsidiaries in the aggregate to, Incur additional
Indebtedness if, at the date that it Incurs any such additional Indebtedness (and after
giving effect to the Incurrence of any such additional Indebtedness), (i) the ratio of
the Issuers consolidated EBITDA for the last four quarters to the total amount of
Financial Expense for the last four quarters in less than 1.75:1 or (ii) the ratio of
Total Outstanding Consolidated Indebtedness of the Issuer and its consolidated
Subsidiaries, including such additional Indebtedness, to the consolidated EBITDA for the
four consecutive fiscal quarters immediately preceding such date of Incurrence is greater
than 4.0:1, in each case as determined by reference to the Issuers most recently
available annual or quarterly consolidated financial statements prepared in accordance
with Brazilian GAAP.

(b)     Notwithstanding
the foregoing, the Issuer and its Subsidiaries may Incur the following Indebtedness:

(i) Indebtedness
the net proceeds of which are used to refinance any Indebtedness of the Issuer or its
Subsidiaries outstanding on the date of the Indenture, any Indebtedness
permitted by items (a)(i) and (a)(ii) above or any Indebtedness permitted by
this item (i) or item (ii) below; provided, however, that (A) the principal
amount of the Indebtedness issued in connection with such refinancing will not
exceed the principal amount of the refinanced Indebtedness and (B) the newly
issued Indebtedness will (I) not mature prior to the stated maturity date of the
refinanced Indebtedness, (II) have an average life equal to or greater than the
remaining average life of the refinanced Indebtedness and (III) have a ranking
no greater than the refinanced Indebtedness; and

(ii)        Indebtedness
that does not fall within (i) above which does not exceed U.S.$300,000,000 during any
         fiscal year.

SECTION 6.24
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.
The Issuer will ensure that each of its Subsidiaries will not agree or become subject to
any restriction at any time that has the effect of limiting such Subsidiarys ability to
(a) declare or pay any dividends on or make any other distributions permitted by
applicable law in respect of any class of its capital stock or any warrant to acquire any
such capital stock or (b) directly or indirectly purchase, redeem or otherwise acquire or
retire any of its capital stock or any warrant to acquire any such capital stock;
provided, however, that the foregoing shall not apply to (i) any existing restrictions in
existence as of this Indenture, (ii) any restrictions imposed by operation of law, or
(iii) any restrictions with respect to a Subsidiary that is imposed pursuant to an
agreement which has been entered into for the sale or disposition of a majority or more
of such Subsidiarys capital stock.

SECTION 6.25
Listing. If the Notes are listed on the Luxembourg Stock Exchange and the
Transparency Directive enters into force in a form which would require the Issuer to
publish financial information more regularly than it otherwise would be required to, or
according to accounting principles which are materially different form the accounting
principles which it would otherwise use to prepare its published information under the
rules of the SEC, the Issuer shall seek an alternative admission to listing, trading
and/or quotation for the Notes by another listing authority, stock exchange and/or
quotation system outside the European Union, including, but not limited to, the New York
Stock Exchange, Inc.

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 Indenture
Trustee shall not receive any amount due from the Issuer under the Notes and this
Indenture, 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 Indenture
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 Insurer under the Insurance Policy, from the Reserve Account, from any
Letter of Credit or otherwise, by the scheduled Interest Payment Date therefor
and, solely in the case of any such payment due on or prior to the Expected
Maturity Date for the Notes, such non-receipt shall continue for a period of 30 calendar
days from such Interest Payment Date;

(c) any
representation or warranty made by the Issuer in the Application for the Insurance
Policy, the Insurance Policy, the Company Support Agreement, any documents
executed therewith or any materials delivered in connection therewith, any
document or certificate delivered thereunder or in connection therewith or under
this Indenture, in each case, in connection with the issuance of, or claims made
under the Insurance Policy, shall prove to be incorrect as of the time when the same
shall have been made; provided, however, that if such failure does not, or could
not, have a Material Adverse Effect, then no Event of Default shall occur under
this Section 7.1(c);

(d) the Issuer
shall fail to perform, observe or comply with any term, covenant, agreement or
obligation contained in any Transaction Document and such failure (other than
any failure to make any payment contemplated in clauses (a), (b) or (o)
hereunder 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 from the
Indenture Trustee;

(e) (i) the
acceleration of any Indebtedness of the Issuer or any Material Subsidiary thereof, unless
such acceleration is either at the option of the Issuer or any Material
Subsidiary thereof or at the option of the holder of any such Indebtedness
pursuant to any option to require the repurchase of such Indebtedness; or (ii) the
Issuer 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
Currency Inconvertibility Event; provided, however, that the aggregate amount of
any such Indebtedness falling within (i) above and any relevant payments falling
within (ii) above (as to which the time for payment has not been extended by the
relevant obligees) equals or exceeds U.S.$50,000,000 (or its equivalent in
another currency);

(f) one or more
final and non-appealable judgments or final decrees are entered against the Issuer or
any Material Subsidiary involving a liability (not yet paid or reimbursed by
insurance) of U.S.$50,000,000 (or its 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 or any of its Material Subsidiaries shall commence a voluntary case or other
proceeding seeking liquidation, reorganization, concordataor other relief with
respect to itself or its Indebtedness under any bankruptcy, insolvency or other
similar law now or hereafter in effect, or seek the appointment of a trustee,
receiver, síndico, 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
Indebtedness as it becomes 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 or any of its
Material Subsidiaries seeking liquidation, reorganization or other relief with
respect to it or its Indebtedness under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, síndico, 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 calendar days; or an order for
relief shall be entered against either the Issuer or any of its Material
Subsidiaries under the bankruptcy laws as now or hereafter in effect;

(i)        either the
Issuer or any of its Material Subsidiaries shall admit in writing its inability to pay
         its Indebtedness generally as and when it falls due or shall become unable to
pay its          Indebtedness, or a resolution is passed at a meeting sanctioning 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 or any of its 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, as applicable, or any of its 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 and/or any          other Material Subsidiary, and such surplus assets are
distributed to the Issuer, 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)        either (i) any
of the Transaction Documents (other than the Insurance Policy), or any part
         thereof, shall cease to be in full force and effect or binding and enforceable
against the Issuer          or admissible in evidence in the courts of Brazil, or it
becomes unlawful for the Issuer to          perform any obligation under any of the
foregoing Transaction Documents to which it is a party, or          (ii) the Issuer shall
contest the enforceability of any such Transaction Document or deny that it          has
liability under any such Transaction Document to which it is party, unless, in the case
of          clause (i) above, the Issuer shall have provided to the Indenture Trustee an
Officers Certificate          executed by the chief executive officer or the chief
financial officer of the Issuer specifying          that such failure does not, or could
not, have a Material Adverse Effect;

(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 Insurance Trustee          at the direction of the Issuer as set
forth in Section 5.2(f)(iii)), (ii) the Insurer shall fail          to pay the full
amount of any claim submitted to it under the Insurance Policy by the third
         Business Day after the end of the Processing Period (as such term is defined in
the Insurance          Policy) applicable to such claim, or (iii) the Issuer shall fail
to satisfy its obligations under          the Company Support Agreement executed in
connection with the Insurance Policy, unless, with          regard to items (i) and (ii)
above, within ten calendar days, the Issuer (x) has caused the amount          available
in the Reserve Account to be increased by an amount in U.S. dollars equal to the Maximum
         Aggregate Compensation Liability then in effect under the Insurance Policy, (y)
has provided for          the issuance of a letter of credit in accordance with Section
5.1 above in amount equal to the          Maximum Aggregate Compensation Liability then
in effect under the Insurance Policy or (z) has          obtained 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 of A+ by Standard & Poors Rating
         Services or Aa3 by Moodys and a rating of A (Excellent) by the A.M. Best
Company as of the date          any of such events shall have occurred, and the Rating
Agencies reaffirm their ratings on the          Notes which were in effect immediately
prior to such event;

(n)        all or
substantially all of the assets of the Issuer or any of its Material Subsidiaries shall
be          condemned, seized or otherwise appropriated, or custody of such assets 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 any of its Material Subsidiaries shall be          prevented from exercising normal
control over all or substantially all of their assets and such          default is not
remedied within 30 calendar days after it occurs;

(o)        the Issuer
shall fail to ensure that the amounts on deposit in the Reserve Account (together with
         all amounts available under the Letters of Credit) are equal to the Required
Amount within five          Business Days after being obligated to do so pursuant to the
terms hereof; and

(p)        other than in
connection with the Indenture Trustee allowing for the expiration thereof in
         accordance with Section 5.1(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 Indenture
         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 Indenture 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 Indenture Trustee if given by the Noteholders), may
declare the principal amount of all the Notes then Outstanding 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 Indenture 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 Indenture
Trustee as hereinafter in this Article VII provided, the Majority Noteholders, by written
notice to the Issuer and the Indenture Trustee, may receive and annul such declaration
and its consequences if:

(i)        there shall
have been paid to or deposited with the Indenture 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 Indenture Trustee hereunder and the reasonable compensation,
                  expenses, disbursements, and advances of the Indenture 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.

(d)        For the
purposes of determining whether any failure described under Section 7.1(c) above shall
have a Material Adverse Effect, the Indenture Trustee may rely on an Officers
Certificate executed by the chief executive officer or the chief financial officer of the
Issuer specifying that such failure shall not have any such Material Adverse Effect.  If
the Indenture Trustee is furnished such an Officers Certificate, the Indenture Trustee
shall be entitled to assume the truth and accuracy of the statements set forth therein
and that such failure described under Section 7.1(c) above does not result in an Event of
Default.  In such event, the Indenture Trustee shall not be liable or responsible for any
acts or failures to act on the basis of such assumptions.

SECTION 7.3 Delay
or Omission Not Waiver.No delay or omission of the Indenture 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 VII or by law to the
Indenture Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case
may be. No waiver of any Event of Default, whether by the Indenture 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.

SECTION 7.4 Waiver
of Past Defaults.(a) Subject to Section 7.2, 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
Indenture Trustee May File Proofs of Claim; Appointment of Indenture 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 Indenture 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 Indenture 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 Indenture Trustee (including any
claim for the reasonable compensation,          expenses, disbursements and advances of
the Indenture Trustee, its agents and counsel and all          other amounts due to the
Indenture 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 the 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 Indenture Trustee and in the event that the Indenture Trustee shall
consent to the making of such payments directly to the Noteholders, to pay to the
Indenture Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, and any
other amounts due to the Indenture Trustee under Section 8.5.

(c)        Nothing herein
contained shall be deemed to authorize the Indenture 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 Indenture Trustee to vote in respect of the claim of any Noteholder in
any such proceeding.

SECTION 7.6
Indenture Trustee May Enforce Claims Without Possession of Notes.All rights of
action and claims under this Indenture and the Notes may be prosecuted and enforced by
the Indenture 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
Indenture Trustee shall be brought in its own name as Indenture 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 Indenture 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 Indenture Trustee with
respect to the Notes shall be applied in the following order, at the date or dates fixed
by the Indenture 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 to the Indenture Trustee under Section 8.5          hereof and to any
Paying Agent.

SECOND:  To the payment
of all amounts due to the Insurance Trustee under the Insurance          Trust Agreement.

THIRD:  To the payment of
all amounts due to the Insurer in accordance with the Insurance          Policy.

FOURTH:  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 Indenture 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 Indenture Trustee to institute
proceedings in respect of          such Event of Default in its own name as Indenture
Trustee hereunder;

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

(d)        the Indenture
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 Indenture Trustee during
         such 60-calendar-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.

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 Indenture 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 Indenture 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 Indenture 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
Indenture 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 Indenture Trustee or exercising
any trust or power conferred on the Indenture Trustee with respect to the Notes; providedthat:

(a)        the Indenture
Trustee shall have the right to decline to follow any such direction if the
         Indenture 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 Indenture 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 Indenture
Trustee may take any other action deemed proper by the Indenture 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 Indenture Trustee for any action taken or omitted
by it as Indenture Trustee, the filing by any party 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 7.13 nor those of 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 Indenture 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
Indenture Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

ARTICLE VIII

CONCERNING THE
INDENTURE TRUSTEE AND THE PRINCIPAL PAYING AGENT

SECTION 8.1
Certain Rights and Duties of Indenture Trustee and the Principal Paying Agent.(a)
The Indenture 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 Indenture 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 Indenture 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 Indenture
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; providedthat in the case of any such
certificates or opinions which by the provisions hereof are specifically
required to be furnished to the Indenture Trustee, the Indenture 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;

(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          Indenture Trustee by a copy thereof certified by the
secretary or an assistant secretary of the          Issuer;

(iii)        the
Indenture 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 Indenture
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
Indenture 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 Indenture 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, providedthat if the payment within a reasonable time to the
Indenture 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
Indenture Trustee, not reasonably assured to the Indenture Trustee by the
security afforded to it by the terms of this Indenture, the Indenture 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 Indenture
Trustee, shall be repaid by the Issuer upon demand;

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

(viii)        the
Indenture 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 this Indenture,          provided that the Indenture Trustees conduct does not
constitute negligence or willful misconduct;

(ix)        the Indenture
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) in no event shall the
Indenture Trustee be liable for the selection of investments or for investment losses
incurred thereon.  The Indenture Trustee shall have no liability in respect of losses
incurred as a result of the liquidation of any investment prior to its stated maturity.
The Indenture Trustee will not be liable for interest on money received by it except as
the Indenture Trustee may agree in writing with the Issuer.

| | Money
held in trust by the Indenture Trustee need not be segregated from other funds except to
the          extent required by law;
| | -----------------------------------------------------------------------------------------------------------------------------------

| | (xi)
the Indenture Trustee shall not be deemed to have notice of any Default or Event of
Default unless          a Responsible Officer of the Indenture Trustee has actual
knowledge thereof or unless written          notice of any event which is in fact such a
Default is received by the Indenture Trustee at the          Corporate Trust Office of
the Indenture Trustee, and such notice references the Notes and this          Indenture;
provided, however, that the Indenture 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          Section 7.1(a) or (b);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii)
the rights, privileges, protections, immunities and benefits given to the Indenture
Trustee,          including, without limitation, its right to be indemnified, are
extended to, and shall be          enforceable by the Principal Paying Agent, the
Indenture Trustee in each of its capacities          hereunder, including the Indenture
Trustee, the New York Paying Agent, the Authentication and          Transfer Agent and
the Note Registrar, and under the Registration Rights Agreement and each Letter
         of Credit, and each agent, custodian and other Person employed to act hereunder;
and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii)
the Indenture 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)      The Indenture
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 any Officers
Certificate or 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 Officers Certificate or such advice or opinion of
counsel.

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

(e)      The Principal
Paying Agent shall not be liable with respect to any action taken or omitted to be taken
by the Indenture Trustee or any negligence or willful misconduct by the Indenture Trustee.

SECTION 8.2
Indenture Trustee Not Responsible for Recitals, etc.The recitals contained herein
and in the Notes, except the Indenture Trustees certificate of authentication, shall be
taken as the statements of the Issuer, and the Indenture Trustee assumes no
responsibility for the correctness of the same. The Indenture Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Notes. The
Indenture 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
Indenture Trustee and Others May Hold Notes.(a) The Indenture Trustee or any New
York Paying Agent or Principal Paying Agent or Note Registrar or any other Authorized
Agent of the Indenture 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 Indenture Trustee, New York Paying Agent, Principal Paying Agent, Note Registrar or
such other Authorized Agent.

(b)      The Indenture
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 Indenture
Trustee resigns or is removed, such Indenture Trustee shall be subject to Section 311(a)
of the Trust Indenture Act to the extent indicated therein.

SECTION 8.4 Moneys
Held by Indenture Trustee or Paying Agents.(a) Whenever the Issuer shall have one or
more New York Paying Agents or Principal Paying Agents, the Issuer will make the payments
contemplated by Sections 6.1 and 6.2 by depositing with the Indenture Trustee or
Principal Paying Agent, as the case may be, an amount sufficient to make such payments,
such amount to be held in trust by the Indenture Trustee or Principal Paying Agent, as
the case may be, for the benefit of the Persons entitled thereto, and (unless such Paying
Agent is the Indenture Trustee) will promptly notify the Indenture Trustee of its action
or failure so to act. Each New York Paying Agent other than the Indenture Trustee and
Principal Paying Agent shall execute and deliver to the Indenture Trustee an instrument
in which such New York Paying Agent and Principal Paying Agent shall agree with the
Indenture Trustee, subject to the provisions of this Section 8.4, to the effect that such
New York Paying Agent and Principal 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 Indenture 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 Indenture          Trustee, forthwith pay to the Indenture Trustee all amounts so
held in trust by such New York Paying          Agent or Principal Paying Agent, as the
case may be.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(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 New York Paying Agent
or Principal Paying Agent, as the case may be, to pay or deliver, to the Indenture
Trustee all amounts held in trust by the Issuer or such New York Paying Agent or
Principal Paying Agent, as the case may be, such amounts to be held by the Indenture
Trustee upon the same trusts as those upon which such amounts were held by the Issuer or
such New York Paying Agent or Principal Paying Agent, as the case may be; and, upon such
payment by any New York Paying Agent or Principal Paying Agent, as the case may be, to
the Indenture Trustee, such New York Paying Agent or Principal Paying Agent, as the case
may be, shall be released from all further liability with respect to such sums.

(c) Any money
deposited with the Indenture Trustee or any New York Paying Agent or Principal Paying
Agent, as the case may be, 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 Indenture Trustee or any New York Paying
Agent or Principal Paying Agent, as the case may be) 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 Indenture Trustee or such New
York Paying Agent or Principal Paying Agent, as the case may be, with respect to such
trust money, and all liability of the Issuer, as trustee thereof, shall thereupon cease;
providedthat the Indenture Trustee or such New York Paying Agent or Principal Paying
Agent, as the case may be, 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
14.4, that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 calendar days from the latest date of mailing, any unclaimed
balance of such money then remaining will be repaid or redelivered to the Issuer.

(d)      The Indenture
Trustee shall have no liability hereunder to the extent it permits funds to be withdrawn
by the Principal Paying Agent from funds on deposit in the Payment Account for purposes
of making payments due hereunder to the Noteholders as holders of the Notes and/or as
holders of interests in the Insurance Trust.

SECTION 8.5
Compensation of the Indenture Trustee and the Principal Paying Agent and Their
Lien.(a) The Issuer covenants and agrees to pay to the Indenture Trustee (all
references in this Section 8.5 to the Indenture Trustee shall be deemed to apply to the
Indenture Trustee in its capacities as Indenture Trustee, New York Paying Agent,
Authentication and Transfer Agent and Note Registrar) and the Principal Paying Agent from
time to time, and the Indenture Trustee and the Principal Paying Agent 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 Indenture Trustee and the Principal
Paying Agent and which shall not be limited by any provision of law in regard to the
compensation of a Indenture Trustee of an express trust), and, except as herein otherwise
expressly provided, the Issuer will pay or reimburse the Indenture Trustee and the
Principal Paying Agent upon their respective request for all duly documented reasonable
expenses and disbursements incurred or made by the Indenture 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, in each case duly documented) 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 Indenture Trustee and the Principal Paying Agent
and any predecessor Indenture Trustee or Principal Paying Agent for, and to defend and
hold harmless the Indenture Trustee and the Principal Paying Agent and any predecessor
Indenture Trustee or Principal Paying Agent 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 Indenture
Trustee or the Principal Paying Agent or any of their 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 Indenture Trustee or
the Principal Paying Agent 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 8.5 shall constitute additional Indebtedness hereunder.
In no event shall the Indenture Trustee or the Principal Paying Agent be liable for
special, indirect or consequential loss or damages whatsoever (including, but not limited
to, lost profits), even if the Indenture Trustee or the Principal Paying Agent 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 Indenture Trustee or the Principal Paying Agent and the
termination of this Indenture.

(c)      When the Indenture Trustee and the Principal
Paying Agent or any predecessor Indenture Trustee or Principal Paying Agent incurs
expenses or renders services in connection with the performance of its obligations
hereunder (including the Indenture Trustees services as New York 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 Indenture
Trustee and the Principal Paying Agent shall have a lien prior to the Noteholders as to
all property and funds held by it hereunder for any amount owing it or any predecessor
Indenture Trustee or Principal Paying Agent pursuant to this Section 8.5, except with
respect to funds held in trust for the benefit of the Noteholders holding particular
Notes.

SECTION 8.6 Right
of Indenture Trustee to Rely on Officers Certificates and Opinions of Counsel.Before
the Indenture 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
Indenture 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)(vii).

SECTION 8.7 Persons
Eligible for Appointment as Indenture Trustee.There shall at all times be an Indenture
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 U.S.$100,000,000, and have a long-term unsecured debt rating of at least A2 by
Moodys. 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 Indenture Trustee shall cease to be eligible in accordance with this
Section 8.7, the Indenture Trustee shall resign immediately in the manner and with the
effect specified in Section 8.8.

SECTION 8.8
Resignation and Removal of Indenture Trustee; Appointment of Successor.(a) The
Indenture Trustee, or any Indenture Trustee or Indenture 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 14.4.

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

| | (i)    
     the Indenture         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 Indenture         Trustee shall cease to be eligible under Section 8.7 and shall
fail to resign after         written request therefor          by the Issuer or by any
Noteholder, or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

then, in any such case,
(A) the Issuer may remove the Indenture Trustee, and appoint a successor Indenture
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 Indenture Trustee and the appointment of a
successor Indenture Trustee.  Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Indenture Trustee and appoint a successor
Indenture Trustee.

(c)      The Majority
Noteholders at the time Outstanding may at any time remove the Indenture Trustee and
appoint a successor Indenture Trustee by delivering to the Indenture Trustee so removed,
to the successor Indenture Trustee so appointed and to the Issuer the evidence provided
for in Section 9.1 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 Indenture
Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall
occur in the office of Indenture Trustee with respect to the Notes for any cause, the
Issuer shall promptly appoint a successor Indenture Trustee or Indenture 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 Indenture Trustee
and one copy to the successor Indenture Trustee.  If no successor Indenture Trustee shall
have been so appointed and have accepted such appointment pursuant to Section 8.9 within
30 calendar days after the mailing of such notice of resignation or removal, the former
Indenture Trustee may, at the Issuers expense, petition any court of competent
jurisdiction for the appointment of a successor Indenture 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 itself and all others
similarly situated, petition any such court for the appointment of a successor Indenture
Trustee.  Such court may thereupon after such notice, if any, as it may deem proper and
prescribe, appoint a successor Indenture Trustee.

(e)      Any resignation
or removal of the Indenture Trustee and any appointment of a successor Indenture Trustee
pursuant to this Section 8.8 shall become effective only upon acceptance of appointment
by the successor Indenture Trustee as provided in Section 8.9.

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

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

(c)      Upon acceptance
of appointment by a successor Indenture Trustee, the Issuer shall give notice of the
succession of such Indenture Trustee hereunder to the Noteholders in the manner provided
in Section 14.4.  If the Issuer fails to give such notice within 10 calendar days after
acceptance of appointment by the successor Indenture Trustee, the successor Indenture
Trustee shall cause such notice to be given at the expense of the Issuer.

SECTION 8.10 Merger,
Conversion or Consolidation of Indenture Trustee.(a) Any Person into which the
Indenture 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 Indenture
Trustee shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of the Indenture Trustee, shall be the successor of the
Indenture Trustee hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto; providedthat such successor Indenture
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 Indenture 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 Indenture Trustee may adopt the certificate of authentication of any
predecessor Indenture 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
Indenture Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Indenture 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 Indenture Trustee; providedthat the certificate of the
Indenture Trustee shall have provided that the right to adopt the certificate of
authentication of any predecessor Indenture Trustee or the authenticated Notes in the
name of any predecessor Indenture 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 14.3 hereto. Notices and demands to or upon the Indenture 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 Indenture Trustee and by the
Indenture Trustee to the Noteholders in the manner specified in Section 14.4. 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.

(b)      There shall at
all times be a Note Registrar, a New York Paying Agent, and a Principal Paying Agent
hereunder.  In addition, at any time when any Notes remain Outstanding, the Indenture
Trustee may, with the Issuers approval, appoint an Authentication and Transfer Agent or
Agents with respect to the Notes which shall be authorized to act on behalf of the
Indenture 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 Indenture Trustee hereunder (it
being understood that wherever reference is made in this Indenture to the authentication
and delivery of Notes by the Indenture Trustee or the Indenture Trustees certificate of
authentication, such reference shall be deemed to include authentication and delivery on
behalf of the Indenture Trustee by an Authentication and Transfer Agent and a certificate
of authentication executed on behalf of the Indenture Trustee by an Authentication and
Transfer Agent).

(c)      Any Authorized
Agent shall be a bank or trust company and 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 U.S.$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.  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 Indenture
Trustee at its office specified in the first paragraph of this Indenture, is hereby
appointed as New York Paying Agent and Note Registrar hereunder. Each of the New York
Paying Agent and Note Registrar accepts such appointment and hereby agrees and undertakes
to comply with the provisions of Section 6.22.

(e)      Any New York
Paying Agent (other than the Indenture Trustee) or any Principal Paying Agent from time
to time appointed hereunder shall execute and deliver to the Indenture Trustee an
instrument in which said New York Paying Agent or Principal Paying Agent shall agree with
the Indenture Trustee, subject to the provisions of this Section 8.11, that such New York
Paying Agent or Principal 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         Indenture Trustee within five calendar 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 Indenture         Trustee, forthwith pay to          the Indenture Trustee
all sums so held in trust by         such New York Paying Agent or Principal Paying Agent.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(f)      Notwithstanding
any other provision of this Indenture, any payment required to be made to or received or
held by the Indenture Trustee may, to the extent authorized by written instructions of
the Indenture Trustee, be made to or received or held by the New York Paying Agent in the
Borough of Manhattan, The City of New York, or a Principal Paying Agent in Japan for the
account of the Indenture 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 Indenture
Trustee and the Issuer.  The Issuer may, and at the request of the Indenture 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 Indenture 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 Indenture 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 Tokyo-Mitsubishi Ltd., London branch, as Principal Paying
Agent in connection with the Notes.  The Principal Paying Agent accepts such appointment
and hereby agrees and undertakes to comply with the provisions of Section 6.22.

(j)      If the Notes are
listed on any securities exchange, the Issuer will satisfy any requirement at such
securities exchange as to paying agents.

SECTION 8.12 Reports
by Indenture Trustee.On or before July 15 in every year, so long as any Notes are
Outstanding hereunder, the Indenture Trustee shall transmit to the Noteholders specified
in Section 313(a) of the Trust Indenture Act a brief report, dated as of the preceding
May 15, 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 Indenture Trustee if
the Notes become listed on any stock exchange or any de-listing thereof, and the
Indenture Trustee shall comply with Section 313(d) of the Trust Indenture Act.

SECTION 8.13
Indenture Trustee Risk.None of the provisions contained in this Indenture shall
require the Indenture 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 Indenture Trustee shall be subject to
Section 8.1 and the requirements of the Trust Indenture Act.

SECTION 8.14
Appointment of Co-Indenture 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 Indenture 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 Indenture 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 Indenture 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 Indenture Trustee appoint an
additional institution as a separate or co-Indenture Trustee. The following provisions
of this Section 8.14 are adopted to these ends.

(b)      In the event
that the Indenture Trustee appoints an additional institution as a separate or
co-Indenture 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 Indenture Trustee with
respect thereto shall be exercisable by and vested in such separate or co-Indenture
Trustee but only to the extent necessary to enable such separate or co-Indenture Trustee
to exercise such powers, rights and remedies, and every covenant and obligation necessary
to the exercise thereof by such separate or co-Indenture Trustee shall run to and be
enforceable by either of them.

(c)      Should any
instrument in writing be required by the separate Indenture Trustee or co-Indenture
Trustee so appointed by the Indenture Trustee for more fully and certainly vesting in and
confirming to 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 Indenture Trustee or co-Indenture Trustee,
or a successor to either, shall cease to exist, become incapable of acting, resign or be
removed, all the estates, properties, rights, powers, trusts, duties and obligations of
such separate Indenture Trustee or co-Indenture Trustee, so far as permitted by law,
shall vest in and be exercised by the Indenture Trustee until the appointment of a new
Indenture Trustee or successor to such separate Indenture Trustee or co-Indenture Trustee.

(d)      Every separate
Indenture Trustee and co-Indenture 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
Indenture Trustee shall be         conferred or imposed          upon and exercised or
performed by the Indenture Trustee         and such separate Indenture Trustee or
co-Indenture Trustee jointly          (it being         understood that such separate
Indenture Trustee or co-Indenture Trustee is not authorized         to act separately
         without the Indenture 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 Indenture 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 Indenture Trustee or          co-Indenture
Trustee, but solely at the direction         of the Indenture Trustee;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
    no Indenture         Trustee hereunder shall be personally liable by reason of any
act or omission of any         other Indenture Trustee          hereunder;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
   the Indenture         Trustee may at any time accept the resignation of or remove any
separate Indenture         Trustee or co-Indenture          Trustee; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)    
    each         co-Indenture 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 8.14(d)(iv), 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 Indenture Trustee has actual knowledge thereof, as determined pursuant to
Section 8.1(b)(x) hereof, the Indenture Trustee shall transmit to each Noteholder (with a
copy to the Insurance Trustee), 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 calendar days after it occurs or 30 calendar days after the Indenture
Trustee has knowledge of such Default or Event of Default.

ARTICLE IX

CONCERNING THE
NOTEHOLDERS

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 by Noteholders
(collectively, an Act of such Noteholders, which term shall also 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
Indenture 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 Indenture 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 Indenture 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 Indenture
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
therefor 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 to the Indenture Trustee 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 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 Indenture 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 calendar 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
Noteholders holding 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 or any Affiliate of the Issuer
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 Indenture Trustee
shall be protected in relying on any such direction, consent or waiver, only Notes for
which a Responsible Officer of the Indenture Trustee has received written notice of such
ownership as conclusively evidenced by the Note Register shall be so disregarded. The
Issuer shall furnish the Indenture 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 Indenture Trustee, taken upon the
advice of counsel, shall be full protection to the Indenture Trustee.

ARTICLE X

NOTEHOLDERS 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 Indenture Trustee, or to give any
directions to the         Indenture 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         Indenture Trustee and appoint a successor Indenture Trustee
pursuant to Article VIII;
| | --------------------------------------------------------------------------------------------------------------------

| | (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
Noteholders holding any         specified aggregate principal          amount of the
Notes under any other provision of         this Indenture or under applicable law.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 10.2
Indenture Trustee, Issuer and Noteholders May Call Meeting.The Indenture Trustee,
the Issuer and the Noteholders may call a meeting of the Noteholders at any time by
giving notice thereof as provided in Section 14.4. In case the Issuer, pursuant to a
Board Resolution, or the Noteholders holding at least 10% in aggregate principal amount
of the Notes then Outstanding shall have requested the Indenture 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 Indenture Trustee shall not have made the
mailing of the notice of such meeting within 20 calendar 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 14.4. 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 calendar 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) 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 Indenture 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 Indenture 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 Indenture 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.

(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 Indenture
Trustee to be preserved by the Indenture 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 Indenture 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 the non-consenting
Noteholder of such Notes):

| | (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 the          provisions of this         Indenture or 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 any          other provisions of
this Indenture cannot be modified or         waived without the consent of each
Noteholder; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)    
    modify any of         the provisions of Article V relating to the Assignment and the
Insurance Trust (and the         arrangements reflected          in the Insurance Trust
Agreement) unless the Insurer         shall have confirmed that the same shall not
adversely affect the          Insurance         Policy, the obligation of the Insurer to
make payments thereunder or the obligations or         requirements applicable to
         the Noteholders in connection therewith.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)      Upon receipt by
the Indenture Trustee of Board Resolutions and such other documentation as the Indenture
Trustee may reasonably require and upon the filing with the Indenture Trustee of evidence
of the Act of said Noteholders, the Indenture 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 11.1 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 Issuer shall
deliver notice to the Rating Agencies of any indenture or supplemental indenture or any
amendment to be executed pursuant to this Section 11.1 prior to the execution of such
indenture or supplemental indenture or such amendment.

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 the Noteholders, enter into one or more indentures
supplemental hereto in form satisfactory to the Indenture 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
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
     to evidence the         succession of a new Indenture 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 of the          Issuer 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 Indenture 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 Indenture 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, providedsuch action shall not
adversely affect the interest of the         Noteholders or the Insurer 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 Indenture Trustee shall be entitled to receive, in addition to the
documents required by Section 14.1, 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 Indenture Trustee may,
but shall not be obligated to, enter into any supplemental indentures which affect the
Indenture 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.

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 Indenture Trustee, to any such supplemental indenture may be prepared and executed by
the Issuer and authenticated and delivered by the Indenture 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 Indenture 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 Indenture Trustee an
Issuer Order stating that such money shall be held         by the Indenture
         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 Indenture
Trustee; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)    
    there shall have         been delivered to the Indenture 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         Indenture Trustee
         shall have received documentary evidence that each Noteholder         either is
not subject to, or is exempt from, United States          federal income         taxation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)      Upon
satisfaction of the aforesaid conditions with respect to the Notes, the Indenture 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-calendar-day period commencing on the
date of the deposit with the Indenture 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 Indenture 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
Indenture Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:

| | (i)    
     either:                 (A)      all Notes         theretofore authenticated and delivered
(other than (1) Notes which have been destroyed,         lost or stolen and which
                  have been replaced or paid as provided in         Section 2.14 and (2)
Notes deemed to have been paid in accordance with                   Section 12.1) have
been delivered to the Indenture Trustee for         cancellation; or                 (B)      all
Notes not         theretofore delivered to the Indenture 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 Indenture 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 Indenture 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 Indenture 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
Indenture Trustee shall assign, transfer and turn over to or upon the order of the
Issuer, any and all money, securities and other property then held by the Indenture
Trustee for the benefit of the Noteholders (and after the payment of any claim under the
Insurance Policy, the Insurer), other than money deposited with the Indenture 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 Indenture 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 Indenture 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 Indenture Trustee hereunder and
(d) this Article XIII and the Issuers obligations to the Indenture 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, the Issuer shall be released from
its obligations under Article VI with respect to the Notes and 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 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 Indenture 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 calendar 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 Indenture
Trustee, to pay and discharge, and which shall be applied by the
Indenture Trustee (or other qualifying Indenture 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 Indenture 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 Indenture 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 121stcalendar
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 Indenture
Trustee to have a conflicting interest for the purposes of the Trust
Indenture Act with respect to any 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 Indenture Trustee an Opinion of
Counsel to the effect that payment of amounts deposited in trust with
the Indenture 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 Indenture Trustee as provided in clause (a) hereof.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)
     The Issuer shall         have delivered to the Indenture 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 Indenture
Trustee pursuant to Section 13.4 in respect of the Notes shall be held in trust and
applied by the Indenture Trustee, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any New York Paying Agent or
Principal Paying Agent, as the case may be, (including the Issuer acting as its own New
York Paying Agent or Principal Paying Agent, as the case may be) as the Indenture 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 Indenture 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 Indenture 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 Indenture 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 Indenture Trustee or the New York Paying Agent (if different
from the Indenture Trustee) or Principal Paying Agent, as the case may be, 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 Indenture Trustee or New York Paying Agent or
Principal Paying Agent, as the case may be, is permitted to apply all such money in
accordance with Section 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 Indenture
Trustee or the New York Paying Agent or Principal Paying Agent, as the case may be.

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 Indenture Trustee
that the Indenture Trustee take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture 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 Indenture 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 Indenture 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
Indenture Trustee receives a subsequent Officers Certificate, the Indenture 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 Indenture Trustee.(a) In any case where several matters are
required to be certified by, or covered by an opinion of any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified 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
Notices, etc. to Indenture Trustee.Any notice to be provided or 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 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:

| | Indenture Trustee,  | The Bank of New York                            
| | ------------------- | ------------------------------------------------
| | Insurance Trustee,  | 101 Barclay Street 21W                          
| | New York Paying     | 10286 New York, NY                              
| | Agent,              | USA                                             
| | Note Registrar and  | Attention: Corporate Trust Department           
| | Authentication, and | Telecopier No.: (212) 815-5206                  
| | Transfer Agent:     | Telephone No.: (212) 815-5802/03                
|
| | Luxembourg Listing  | The Bank of New York (Luxembourg) S.A.          
| | and Paying Agent:   | Aerogolf Center 1A                              
| |                     | Hohenhof                                        
| |                     | L-1736 Senningerberg                            
| |                     | Luxembourg                                      
|
| | Principal Paying    | The Bank of Tokyo-Mitsubishi Ltd.               
| | Agent:              | 12/15 Finsbury Circus                           
| |                     | London EC2M 7BT                                 
| |                     | UK                                              
| |                     | Attention: Loans & Securities Administration    
| |                     | Telecopier No.: +44 20 7577-1591/93             
| |                     | Telephone No.: +44 20 7577-1609                 
|
| | Issuer:             | Brasil Telecom S.A.                             
| |                     | SIS/SUL  ASP  Lote D  CTO  Bloco B  1 andar
| |                     | Brasília, DF 71215-000                          
| |                     | Brazil                                          
| |                     | Attention : Sami Arap                           
| |                     | Telecopier : (55-61) 415-8698                   
| |                     | Telephone : (55-61) 415-1870                    
|
| | Insurer:            | Overseas Private Investment Corporation         
| |                     | 110 New York Avenue, N.W.                       
| |                     | Washington, D.C. 20527                          
| |                     | USA                                             
| |                     | Telecopier: (202) 408-5141                      
| |                     | Re: Contract No. F431 Brazil                    

Copies of all notices
received or given by the Indenture Trustee hereunder or under each other Transaction
Document 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                              
| | USA                                             
| | Attention: Maria Muller                         
| | Latin American ABS Monitoring                   
|
|
| | Fitch Inc.                                      
| | 55 E. Monroe, Suite 3500                        
| | Chicago, IL 60603                               
| | USA                                             
| | Attention: Latin America 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.

SECTION 14.4 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.
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 Indenture 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.

(b) The Issuer shall
publish notices in a leading daily newspaper of general circulation in Luxembourg, which
is expected to be the Luzemburger Wort, for so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require. A
notice shall be deemed given on the date of its first publication.

SECTION 14.5
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
indenture trustee means the Indenture Trustee, and

obligor on the
indenture securities means the Issuer.

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

SECTION 14.6 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 14.7
Successors and Assigns.All covenants, agreements, representations and warranties
in this Indenture by the Indenture 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 14.8
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 14.9
Benefits of Indenture.The Insurer shall be third party beneficiaries of this
Indenture and shall be entitled to rely upon and to enforce the provisions of this
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, the Insurance Trustee and the Insurer, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 14.10 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 14.11
Currency Rate Indemnity.(a) The Issuer shall (to the extent lawful) indemnify the
Indenture Trustee and the Noteholders and keep them indemnified against:

| | (i)    
     in the case of         nonpayment by the Issuer of any amount due to the Indenture
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 (x) the date as of         which the reais          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 (y) 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 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 14.12
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 Indenture Trustee,
the Note Registrar and anyone else shall have the protection of Section 312(c) of the
Trust Indenture Act.

SECTION 14.13
Governing Law.This Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York.

SECTION 14.14 Waiver
of Jury Trial.THE ISSUER AND THE INDENTURE 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
INDENTURE TRUSTEE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF
OR THEREOF.

SECTION 14.15 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 14.15 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 14.16
Submission to Jurisdiction, etc.(a) The Issuer and the Indenture 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 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 (other
than the Insurance Policy and the Company Support Agreement), to which each is or is to
be a party, or for recognition or enforcement of any judgment, and the Issuer and the
Indenture 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 Indenture 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 Indenture 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 Documents in the courts of any jurisdiction.

(b) The Issuer
hereby irrevocably appoints and empowers CT Corporation System, located at 111 Eighth
Avenue, New York, NY 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
Indenture 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 14.3 or to
any other address of which it shall have given notice pursuant to Section 14.3 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 14.17
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 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 14.18 Entire
Agreement.This Indenture, together with the Notes, the Insurance Policy, the
Registration Rights Agreement, and the Company Support Agreement, sets forth the entire
agreement of the parties hereto with respect to the subject matter hereof.



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

|                                | BRASIL TELECOM S.A.,                   
|------------------------------- | ---------------------------------------
|                                | as Issuer                              
|                               
|                               
|                                | By:____________________________________
|                                | Name:                                  
|                                | Title:                                 
|                               
|                               
|                                | By:____________________________________
|                                | Name:                                  
|                                | Title:                                 
|WITNESSES:                      |                                        
|                               
|                               
|                               
|1.    _________________________ |                                        
|Name:                           |                                        
|                               
|2.    _________________________ |                                        
|Name:                           |                                        



| | THE BANK OF NEW YORK,                                                                                             
| | ------------------------------------------------------------------------------------------------------------------
| | as Indenture Trustee, Insurance Trustee, Registrar, Authentication and Transfer Agent and as New York Paying Agent
|
|
| | By:____________________________________                                                                           
| | Name:                                                                                                             
| | Title:                                                                                                            



| | THE BANK OF TOKYO-MITSUBISHI LTD.,     
| | ---------------------------------------
| | as Principal Paying Agent              
|
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 



| | THE BANK OF NEW YORK (LUXEMBOURG) S.A.,
| | ---------------------------------------
| | as Luxembourg Listing and Paying Agent 
|
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 



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.

THIS SECURITY IS
TRANSFERABLE ONLY UPON COMPLIANCE WITH CERTAIN PROVISIONS OF THE INDENTURE (THE
"INDENTURE") BETWEEN BRASIL TELECOM S.A., AS ISSUER, AND THE BANK OF NEW YORK, NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THE INDENTURE, INCLUDING (WITHOUT
LIMITATION) SECTION 5.2 THEREOF.

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 BRASIL
TELECOM S.A. OR ANY AFFILIATE OF BRASIL TELECOM S.A. WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO BRASIL TELECOM S.A. OR AN AFFILIATE OF
BRASIL TELECOM S.A., (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 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.

BY PURCHASING AND
ACQUIRING AN INTEREST IN THIS SECURITY, THE HOLDER OF THIS SECURITY REPRESENTS AND
WARRANTS TO EACH OF THE ISSUER, THE OVERSEAS PRIVATE INVESTMENT CORPORATION ("OPIC") AND
THE INITIAL PURCHASER THAT (A) AS OF THE DATE OF SUCH PURCHASE AND ACQUISITION, (I) IT
HAS NOT BEEN CONVICTED, OR BEEN PARTY TO A FINAL ADVERSE ADMINISTRATIVE DETERMINATION, OF
AN OFFENSE UNDER THE FOREIGN CORRUPT PRACTICES ACT OF 1977 (PUB. L. 95-213, §§101-104),
AS AMENDED, (II) IT HAS NOT BEEN SUSPENDED, DEBARRED OR VOLUNTARILY EXCLUDED FROM
PROCUREMENT OR NON-PROCUREMENT DEALINGS WITH THE UNITED STATES GOVERNMENT PURSUANT TO
EXECUTIVE ORDER 12549, DATED FEBRUARY 18, 1986 (51 CFR 6370) AND THE REGULATIONS
PROMULGATED AT 32 CFR 25.100 ET SEQ., AND (III) IT ACKNOWLEDGES THAT OPIC HAS ISSUED THE
OPIC INSURANCE (AS DEFINED IN THE INDENTURE) BASED ON STATUTORY (22 U.S.C. §2191) AND
POLICY GOALS, AS WELL AS UNDERWRITING CONSIDERATIONS, INCLUDING, AMONG OTHER THINGS, UPON
THE COVENANTS, REPRESENTATIONS AND WARRANTIES OF BRASIL TELECOM S.A. SET FORTH, OR TO BE
SET FORTH, IN THE COMPANY SUPPORT AGREEMENT (AS DEFINED IN THE INDENTURE) REGARDING,
AMONG OTHER THINGS, WORKER RIGHTS, ENVIRONMENTAL PROTECTION PRACTICES, WORKER HEALTH AND
SAFETY PRACTICES, COMPLIANCE WITH CORRUPT PRACTICES LAWS (AS SUCH TERM IS DEFINED IN THE
COMPANY SUPPORT AGREEMENT), AND OTHER MATTERS, AND (B) (I) AS OF THE DATE OF ITS PURCHASE
OF AN INTEREST IN THIS SECURITY, IT IS A U.S. HOLDER (AS DEFINED IN THE INDENTURE) AND
(II) ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER BY IT OF ITS INTEREST HEREIN DURING
THE  FORTY CALENDAR DAY PERIOD AFTER THE ORIGINAL ISSUANCE OF THE NOTES TO THE INITIAL
PURCHASER SHALL BE MADE ONLY TO A U.S. HOLDER.



BRASIL TELECOM S.A.

9.375% NOTES DUE 2014

Rule 144A Restricted
Global Note

No.R-1 CUSIP No.:
 10553MAA9 ISIN No.:  US10553MAA99

Common Code:  018649390

Principal Amount:
U.S.$132,920,000 Initial
Issuance Date: February 17, 2004

This Note is one of a
duly authorized issue of Notes of Brasil Telecom S.A., a sociedade anônimaorganized and
existing under the laws of the Federative Republic of Brazil (the Issuer), designated
as its 9.375% Notes due 2014 (the Notes), issued in an initial aggregate principal
amount of U.S.$200,000,000 under an indenture (the Indenture) dated as of February 17,
2004, among the Issuer and The Bank of New York, as Indenture Trustee (the Indenture
Trustee, which term includes any successor Indenture Trustee under the Indenture), 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
Indenture Trustee and the Noteholders, and of the terms upon which the Notes are, and are
to be, authenticated and delivered. 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 Noteholder),
the principal amount specified above in U.S. dollars on February 18, 2014 (or earlier or
later as provided in the Indenture as hereinafter described) upon presentation and
surrender hereof, at the office or agency of the Indenture Trustee referred to below;
provided, however, if the Issuer has 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, semiannually on February 17 and August 17 of each year (or if such date is not a
Business Day, the next succeeding Business Day following such day), commencing August 17,
2004 (each an Interest Payment Date), at an initial note rate equal to 9.375% 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.

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 Noteholder holding 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 Indenture 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 or
Regulation S shall be issued in the form of beneficial interests in one or more global
securities in denominations of U.S.$10,000 and integral multiples of U.S.$1,000 in excess
thereof.

Prior to and at the time
of due presentment of this Note for registration of transfer, the Issuer, the Indenture
Trustee, the Note Registrar and any agent of the Issuer, the Registrar or the Indenture
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
Indenture 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 also represents
an undivided interest in the Insurance Trust contemplated in the Indenture and shall
afford the holders hereof all of the rights as a beneficiary of such Insurance Trust
under the Indenture and the separate Insurance Trust Agreement as provided therein and
subject to the terms and conditions thereof, including the requirement that no interest
in the Insurance Trust can be assigned, sold, conveyed or otherwise transferred to any
person or entity except together with this Note and the holder allocable interest therein.

THIS NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.

| | BRASIL TELECOM S.A.                         
| | --------------------------------------------
|
|
| | By:____________________________________     
| | Name:                                       
| | Title:                                      
|
|
| | By:____________________________________     
| | Name:                                       
| | Title:                                      
|
|
| | Place and Date:  Brasília, February 17, 2004



CERTIFICATE OF
AUTHENTICATION

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

| | THE BANK OF NEW YORK,                  
| | ---------------------------------------
| | as Indenture Trustee                   
|
|
| | By:____________________________________
| | Authorized Officer                     
|
|
| | Date:  February 17, 2004               



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)
|----- | --------------- | ------------------------------------------------------------



EXHIBIT A-2

FORM OF 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.

THIS SECURITY IS
TRANSFERABLE ONLY UPON COMPLIANCE WITH CERTAIN PROVISIONS OF THE INDENTURE (THE
"INDENTURE") BETWEEN BRASIL TELECOM S.A., AS ISSUER, AND THE BANK OF NEW YORK, NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THE INDENTURE, INCLUDING (WITHOUT
LIMITATION) SECTION 5.2 THEREOF.

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 OUTSIDE THE UNITED STATES, (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 BRASIL TELECOM S.A. OR ANY AFFILIATE OF
BRASIL TELECOM S.A. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO BRASIL TELECOM S.A. OR AN AFFILIATE OF BRASIL TELECOM S.A., (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 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 "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

BY PURCHASING AND
ACQUIRING AN INTEREST IN THIS SECURITY, THE HOLDER OF THIS SECURITY REPRESENTS AND
WARRANTS TO EACH OF THE ISSUER, THE OVERSEAS PRIVATE INVESTMENT CORPORATION ("OPIC") AND
THE INITIAL PURCHASER THAT AS OF THE DATE OF SUCH PURCHASE AND ACQUISITION, (I) IT HAS
NOT BEEN CONVICTED, OR BEEN PARTY TO A FINAL ADVERSE ADMINISTRATIVE DETERMINATION, OF AN
OFFENSE UNDER THE FOREIGN CORRUPT PRACTICES ACT OF 1977 (PUB. L. 95-213, §§101-104), AS
AMENDED, (II) IT HAS NOT BEEN SUSPENDED, DEBARRED OR VOLUNTARILY EXCLUDED FROM
PROCUREMENT OR NON-PROCUREMENT DEALINGS WITH THE UNITED STATES GOVERNMENT PURSUANT TO
EXECUTIVE ORDER 12549, DATED FEBRUARY 18, 1986 (51 CFR 6370) AND THE REGULATIONS
PROMULGATED AT 32 CFR 25.100 ET SEQ. AND (III) IT ACKNOWLEDGES THAT OPIC HAS ISSUED THE
OPIC INSURANCE (AS DEFINED IN THE INDENTURE) BASED ON STATUTORY (22 U.S.C. §2191) AND
POLICY GOALS, AS WELL AS UNDERWRITING CONSIDERATIONS, INCLUDING, AMONG OTHER THINGS, UPON
THE COVENANTS, REPRESENTATIONS AND WARRANTIES OF BRASIL TELECOM S.A. SET FORTH, OR TO BE
SET FORTH, IN THE COMPANY SUPPORT AGREEMENT (AS DEFINED IN THE INDENTURE) REGARDING,
AMONG OTHER THINGS, WORKER RIGHTS, ENVIRONMENTAL PROTECTION PRACTICES, WORKER HEALTH AND
SAFETY PRACTICES, COMPLIANCE WITH CORRUPT PRACTICES LAWS (AS SUCH TERM IS DEFINED IN THE
COMPANY SUPPORT AGREEMENT), AND OTHER MATTERS.



BRASIL TELECOM S.A.

9.375% NOTES DUE 2014

REGULATION S
UNRESTRICTED GLOBAL NOTE

No.S-1 CUSIP:  P18445AC3
ISIN No.:  USP18445AC38 Common Code:  018649314

Principal Amount:
U.S.$67,080,000
Initial Issuance Date: February 17, 2004

This Note is one of a
duly authorized issue of Notes of Brasil Telecom S.A., a sociedade anônimaorganized and
existing under the laws of the Federative Republic of Brazil (the Issuer), designated
as its 9.375% Notes due 2014 (the Notes), issued in an initial aggregate principal
amount of U.S.$200,000,000 under an indenture (the Indenture) dated as of February 17,
2004, among the Issuer and The Bank of New York, as Indenture Trustee (the Indenture
Trustee, which term includes any successor Indenture Trustee under the Indenture), 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
Indenture Trustee and the Noteholders, and of the terms upon which the Notes are, and are
to be, authenticated and delivered. 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 Noteholder),
the principal amount specified above in U.S. dollars on February 18, 2014 (or earlier or
later as provided in the Indenture as hereinafter described) upon presentation and
surrender hereof, at the office or agency of the Indenture Trustee referred to below;
provided, however, if the Issuer has 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, semiannually on February 17 and August 17 of each year (or if such date is not a
Business Day, the next succeeding Business Day following such day), commencing August 17,
2004 (each an Interest Payment Date), at an initial note rate equal to 9.375% 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.

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 Noteholder holding 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 Indenture 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 or
Regulation S shall be issued in the form of beneficial interests in one or more global
securities in denominations of U.S.$10,000 and integral multiples of U.S.$1,000 in excess
thereof.

Prior to and at the time
of due presentment of this Note for registration of transfer, the Issuer, the Indenture
Trustee, the Note Registrar and any agent of the Issuer, the Registrar or the Indenture
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
Indenture 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 also represents
an undivided interest in the Insurance Trust contemplated in the Indenture and shall
afford the holders hereof all of the rights as a beneficiary of such Insurance Trust
under the Indenture and the separate Insurance Trust Agreement as provided therein and
subject to the terms and conditions thereof, including the requirement that no interest
in the Insurance Trust can be assigned, sold, conveyed or otherwise transferred to any
person or entity except together with this Note and the holder allocable interest therein.

THIS NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.

| | BRASIL TELECOM S.A.                    
| | ---------------------------------------
|
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 
|
| | Date:  February 17, 2004               



CERTIFICATE OF
AUTHENTICATION

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

| | THE BANK OF NEW YORK,                  
| | ---------------------------------------
| | as Indenture Trustee                   
|
|
| | By:____________________________________
| | Authorized Officer                     
|
| | Date:  February 17, 2004               



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)
|----- | --------------- | ------------------------------------------------------------



EXHIBIT B

FORM OF AUTHENTICATION
AND DELIVERY ORDER

The Bank of New York,
  as Indenture Trustee101 Barclay Street 21WNew York, NY  10286

Ladies and Gentlemen:

Pursuant to Section 2.2
of the Indenture dated as of February 17, 2004 (the Indenture) by and between Brasil
Telecom S.A., as Issuer and The Bank of New York, as Indenture Trustee, you are hereby
ordered in your capacity as Indenture Trustee to authenticate U.S.$200,000,000 of the
Issuers 9.375% Notes due 2014 in the manner provided in the Indenture in global form and
in the amounts of U.S.$132,920,000 in respect of the Rule 144A Restricted Global Note
(CUSIP No. 10553MAA9) and U.S.$67,080,000 in respect of the Regulation S Unrestricted
Global Note (CUSIP No. USP18445AC38) 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:  February 17, 2004

| | BRASIL TELECOM S.A.                    
| | ---------------------------------------
|
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 



EXHIBIT C

FORM OF CERTIFICATE TO
BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

[Date]

The Bank of New York,
  as Indenture Trustee 101 Barclay Street 21W New York, NY  10286

| | Re:      Brasil
Telecom         S.A.            9.375%
Notes due 2014 (the Notes)
| | -----------------------------------------------------------------------------------

Ladies and Gentlemen:

Reference is hereby made
to the Indenture, dated as of February 17, 2004 (as amended and supplemented from time to
time, the Indenture), between Brasil Telecom S.A. (the Company), as issuer, and The
Bank of New York, as Indenture Trustee. Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.

In connection with our
proposed sale of U.S.$_______________ 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)
     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 the          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]                  



EXHIBIT D

FORM OF TRANSFER
CERTIFICATE FOR TRANSFER TO QUALIFIED
INSTITUTIONAL BUYERS (QIBS)

[Date]

The Bank of New York,
  as Indenture Trustee101 Barclay Street 21WNew York, NY  10286

| | Re:      Brasil
Telecom         S.A.            9.375%
Notes due 2014 (the Notes)
| | -----------------------------------------------------------------------------------

Ladies and Gentlemen:

Reference is hereby made
to the Indenture, dated as of February 17, 2004 (as amended and supplemented from time to
time, the Indenture), between Brasil Telecom S.A. (the Company), as issuer and The
Bank of New York, as Indenture Trustee. Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.

This letter relates to
U.S.$____________ 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.

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                   



EXHIBIT E

FORM OF
INCONVERTIBILITY CERTIFICATE

[DATE]

The Bank of New York, as
Indenture Trustee and Insurance Trustee 101 Barclay Street 21W New York, NY  10286

Dear Sirs:

Reference is made to that
certain (i) Indenture (the Indenture) dated February 17, 2004 between The Bank of New
York (the Issuer) and you, as Indenture Trustee, and (ii) the Contract of Insurance for
Fixed Insurance Securities Against Inconvertibility No. F431 Brazil (the Insurance Policy),
dated February 17, 2004, between the Overseas Private Insurance Corporation (the Insurer)
and The Bank of New York, as Insurance Trustee for the benefit of the Noteholders (in
their capacity as Trust Beneficiaries). Capitalized terms not defined herein shall have
the meanings set forth in the Indenture.

Pursuant to Section 2.6
of the Indenture, the Issuer hereby certifies to you, the Indenture Trustee and Insurance
Trustee, acting on behalf of the Noteholders of the Issuers 9.375% Notes due 2014 (the Notes),
as follows:

| | (a)
     The Issuer is         unable to repay the principal amount of the Notes;
| | ---------------------------------------------------------------------------------

| | (b)
     [The Insurance         Policy is in effect and the amount of funds on deposit in the
Reserve Account and         available under any Letter          of Credit 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 and available under
any Letter of Credit is at least equal to the         Required Amount];
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
The Issuer has         funds in Brazilian reaisbut is unable to convert such
funds and/or transfer U.S. dollars         outside of Brazil to the Indenture Trustee for
payment of amounts due under or         in respect of the Notes due to the occurrence and
continuation of a Currency         Inconvertibility Event which commenced on
_________________; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
The Issuer has         used its best efforts to either convert the reaisand/or
transfer the U.S. dollars         referred to in clause (c) above.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | BRASIL TELECOM S.A.                    
| | ---------------------------------------
|
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 



EXHIBIT F

FORM OF NOTICE TO
 RATING AGENCIES

[Date]

VIA FACSIMILE

[] [] New York, NY []
      Attention: []
                     []

Dear Sirs:

Reference is made to that
certain Indenture (the Indenture) dated February 17, 2004 between Brasil Telecom S.A. (Brasil
Telecom) and The Bank of New York, as Indenture Trustee (the Indenture Trustee).
Capitalized terms not defined herein shall have the meanings set forth in the Indenture.

By this notice, the
Indenture Trustee, acting on behalf of the Noteholders of Brasil Telecoms 9.375% Notes
due 2014, hereby informs you as follows:

|Payment Date:                                                         |       
|--------------------------------------------------------------------- | ------
|                                                                     
|Interest Payment Due:                                                 | U.S.$ 
|                                                                     
|Principal Payment Due:                                                | U.S.$ 
|                                                                     
|Amounts collected from Brasil Telecom under the Indenture:            | U.S.$ 
|                                                                     
|Interest Paid:                                                        | U.S.$ 
|                                                                     
|Principal Paid:                                                       | U.S.$ 
|                                                                     
|Occurrence of Currency Inconvertibility 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.$ 

| | BRASIL TELECOM S.A.         
| | ----------------------------
|
| | ____________________________



EXHIBIT G

FORM OF INSURANCE TRUST
AGREEMENT

INSURANCE TRUST AGREEMENT
(the Agreement) dated as of February 17, 2004 between Brasil Telecom S.A. (the Issuer),
a sociedade anônima organized and existing under the laws of the Federative Republic of
Brazil, and The Bank of New York, a New York banking corporation, as trustee (the Insurance
Trustee).

W I T N E S S E T H:

WHEREAS, the Issuer is
today entering into an Indenture (the Indenture) dated as of February 17, 2004 with The
Bank of New York, as indenture trustee (the Indenture Trustee), pursuant to which it is
today issuing U.S.$200,000,000 aggregate principal amount of notes (the Notes);

WHEREAS, in order to
maximize the interests of the holders of the Notes (the Noteholders), the Overseas
Private Investment Corporation (the Insurer) shall, as a condition to the issuance of
the Notes, enter into a Contract of Insurance for Fixed Income Securities Against
Inconvertibility (the Insurance Policy) with, and for the benefit of, the Insurance
Trustee acting on behalf of the grantor trust created hereunder (the Insurance Trust)
for the benefit of the Noteholders in their capacity hereunder as sole beneficiaries of
the Insurance Trust (the Trust Beneficiaries);

WHEREAS, the Issuer and
the Insurance Trustee hereby declare the creation of the Insurance Trust for the benefit
of the Noteholders, and the initial Noteholders, by their respective acceptances of the
Notes, hereby join in the creation of the Insurance Trust with the Insurance Trustee;

WHEREAS, the beneficial
interests in the Insurance Trust shall be deemed to be a right that is part and parcel of
the Notes, represented by the Notes and shall not be detachable, severable or in any way
subject to transfer separate and apart from an interest in the Notes and all Noteholders
in their capacity as Trust Beneficiaries shall have agreed to the restrictions provided
for herein on any separate transfer of any interest in the Insurance Trust; and

WHEREAS, the Insurance
Trustee on behalf of the Insurance Trust shall enter into the Insurance Policy with the
Insurer and the Noteholders shall, pursuant to the Indenture and by acceptance of their
Notes, assign their right to receive interest due under the Notes to the Insurance
Trustee in an amount equal to U.S.$18,750,000, which amount is approximately equal to the
amount of interest on the Notes in respect of two interest periods as a basis for the
Insurer issuing the Insurance Policy to the Insurance Trustee.

NOW, THEREFORE, in
consideration of the mutual agreements herein contained, and of other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



ARTICLE XV
DEFINITIONS

SECTION 15.1
Definitions. (a) Terms defined in the Indenture and not otherwise defined in this
Agreement are used in this Agreement as defined in the Indenture.

(b)      For all purposes
of this Agreement, except as otherwise expressly provided or unless the context otherwise
requires:

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

(b)      all references
in this Agreement to designated Articles, Sections and other subdivisions are to the
designated Articles, Sections and other subdivisions of this Agreement; and

(c)      the words herein,
hereof and hereunder and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision.

(c)      In addition, the
following terms shall have the following meaning:

Act has the meaning set
forth in Section 6.01.

Agreement has the
meaning set forth in the preamble to this Agreement.

Code means the Internal
Revenue Code of 1986, as amended.

Corporate Trust Office means
the principal office of the Insurance Trustee at which the corporate trust business of
the Insurance Trustee shall at any particular time be principally administered, which at
the time of the execution of this Agreement is, in each case, located at 101 Barclay
Street, New York, NY 10286.

Departing Beneficiary has
the meaning set forth in Section 3.02.

Indenture has the
meaning set forth in the preamble to this Agreement.

Insurance Policy has
the meaning set forth in the preamble to this Agreement.

Indenture Trustee has
the meaning set forth in the preamble to this Agreement.

Insurance Trust means
the trust created by this Agreement, the estate of which consists of the Insurance Trust
Property.

Insurance Trust Property means
(i) the Insurance Policy and all rights thereunder and all proceeds thereof, (ii) the
Covered Interest Period Amounts assigned to the Insurance Trust pursuant to Section 5.2
of the Indenture, subject to the rights of the Insurer under the Insurance Policy
including, without limitation, the Insurers rights of subrogation and (iii) all the
Insurance Trusts rights under the Indenture and the other Transaction Documents and all
other payments by any Person in respect thereof, and any and all assets related thereto,
proceeds therefrom, payments under or distributions in respect thereof, now existing or
at any time hereafter created, which is at any time conveyed to the Insurance Trustee
pursuant to the Indenture and the other Transaction Documents and the terms and
conditions hereof or to which the Insurance Trustee otherwise holds estate, right, title
and interest in trust for the use and benefit of the Noteholders from time to time of the
Notes in their capacity as Trust Beneficiaries, all in accordance with the terms and
provisions of this Agreement.

Insurance Trustee has
the meaning set forth in the preamble to this Agreement.

Insurer has the meaning
set forth in the preamble to this Agreement.

Issuer has the meaning
set forth in the preamble to this Agreement.

Noteholders has the
meaning set forth in the preamble to this Agreement.

Responsible Officer,
when used with respect to the Insurance Trustee, means any officer in the Corporate Trust
Office (or any successor group of the Insurance Trustee) with direct responsibility for
the administration of this Agreement, 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 Agreement.

Trust Beneficiaries has
the meaning set forth in the preamble to this Agreement.

ARTICLE XVI
CREATION OF THE INSURANCE TRUST

SECTION 16.1
Declaration of Trust; Entry into Insurance Policy. (a) In order to establish the
Insurance Trust created hereby, the Issuer appoints the Insurance Trustee to act as
trustee hereunder, and the Insurance Trustee hereby accepts the Insurance Trust created
hereby and declares that it will hold all estate, right, title and interest of the
Insurance Trust in and to all Insurance Trust Property in trust for the use and benefit
of the Noteholders from time to time in their capacity as Trust Beneficiaries, all in
accordance with the terms and provisions of this Agreement.

(b)      By its signature
hereof the Issuer, and by its purchase and acquisition of an interest in the Notes, each
Noteholder in its capacity as Trust Beneficiary, shall be deemed to authorize and direct
the Insurance Trustee to:  (i) enter into the Insurance Policy, the Indenture and each
other Transaction Document to which the Insurance Trustee, on behalf of the Insurance
Trust, is a party, (ii) accept the Assignment, (iii) perform its duties thereunder and
(iv) otherwise act in accordance with the terms hereof.

SECTION 16.2
Acceptance by Trustee. (a) The Insurance Trustee, upon the execution and delivery
of this Agreement, (i) acknowledges its acceptance of all right, title, ownership and
interest in and to the Insurance Trust Property acquired pursuant to the terms hereof and
Section 5.2(d) of the Indenture, (b) declares that the Insurance Trustee holds and will
hold such right, title, ownership and interest, together with all other property
constituting the Insurance Trust Property, for the benefit of all present and future
Noteholders in their capacity as Trust Beneficiaries, upon the terms herein set forth and
(c) covenants and agrees to keep at all times proper records of the Insurance Trust
Property and of the Trust Beneficiaries interest therein.

| | (a)
     The Issuer         confirms that on the date hereof it has delivered to the
Insurance Trustee, prior to or         promptly following the          establishment of
the Insurance Trust, copies of the         Indenture and all other Transaction Documents.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 16.3
Limitation of Powers. The Insurance Trust is constituted solely for the purpose of
(i) holding the Insurance Policy and the other Insurance Trust Property, (ii) prosecuting
claims thereunder, (iii) securing payment of claims for the benefit of the Noteholders
from time to time in their capacity as Trust Beneficiaries, causing payment of any such
claims to be paid to the Indenture Trustee, or to the extent that the Principal Paying
Agent shall remain appointed under the Indenture, the Principal Paying Agent, for deposit
to the Payment Account and payment therefrom of the Insured Portion of the Covered
Interest Period Amounts that is or are the subject of a claim paid under the Insurance
Policy in accordance with its terms, (iv) accepting the Assignment and (v) other
activities incidental thereto, and, except as set forth herein, the Insurance Trustee
shall have no power to create, assume or incur indebtedness or other liabilities other
than in the performance of its duties and obligations as contemplated in this Agreement
and is not authorized or empowered to acquire any other investments or engage in any
other activities and, in particular, the Insurance Trustee is not authorized or empowered
to do anything that would cause the Insurance Trust to fail to qualify as a grantor trust (within
the meaning of Subpart E, Part I of Subchapter J of Chapter 1, Subtitle A of the Code)
for U.S. federal income tax purposes.

ARTICLE XVII
INTEREST IN THE INSURANCE TRUST

SECTION 17.1
Evidence of Interests in Insurance Trust. The beneficial interests in the Insurance
Trust shall be (i) owned, legally and beneficially, by the Noteholders in their capacity
as Trust Beneficiaries in the form of an undivided interest in the Insurance Trust
Property and (ii) deemed to be a right that is part and parcel of the Notes, represented
by the Notes and shall not be detachable, severable or in any way subject to transfer
separate and apart form an interest in the Notes, and all Noteholders in their capacity
as Trust Beneficiaries by their acceptance of the Notes agree to the foregoing
restrictions on separate transfer of any interest in the Insurance Trust or Insurance
Trust Property and that, consistent with the Indenture, any attempt by a Noteholder (or
an interest therein) to do so shall be null and void. Each Noteholder in its capacity as
Trust Beneficiary shall have an interest in such portion of the Insurance Trust Property,
including the Covered Interest Period

Amounts, as the principal
amount of the Notes owned by that Noteholder bears to the total principal amount of the
Notes.

SECTION 17.2
Withdrawal from Insurance Trust. Each Trust Beneficiary shall at all times have the
right to cease to be a beneficiary of the Insurance Trust (a Departing Beneficiary) by
providing not less than thirty days prior written notice to both the Insurance Trustee
and the Indenture Trustee, and at the effectiveness of any such request, the Insurance
Trustee shall reassign to such Departing Beneficiary, without recourse, a pro rata
interest in the Covered Interest Period Amounts on the understanding and agreement by the
Departing Beneficiary (in its capacity as Noteholder or otherwise) that by ceasing to be
a beneficiary of the Insurance Trust such Departing Beneficiary shall, under current
applicable law and the current arrangements under which the Insurance Policy is issued,
surrender its direct or indirect interest in the Insurance Policy.

SECTION 17.3 Rights
of Enforcement. Subject to the rights of the Insurer under the Insurance Policy, each
Trust Beneficiary, in its capacity as a Noteholder, shall, individually and without the
need to act in concert with any other Trust Beneficiary or the Insurance Trustee, be
entitled to exercise the rights and remedies assigned to the Insurance Trust in respect
of the Covered Interest Period Amounts, including all rights under Section 7.9 of the
Indenture applicable thereto.

ARTICLE XVIII
THE INSURANCE POLICY

SECTION 18.1 Payment
of Premium. The Issuer hereby confirms that the total premium due in respect of the
Insurance Policy has been paid by the Issuer to the Indenture Trustee on behalf of the
Insurance Trust for further credit to the Insurer on or prior to the Closing Date.

SECTION 18.2 Payment
Instructions for Covered Interest Period Amounts. The Noteholders in their capacity as
Trust Beneficiaries, by acceptance of their Notes, hereby acknowledge and agree that:

| | (a)
     Unless otherwise         instructed hereunder, all payments to the Noteholders (in
their capacity as Trust         Beneficiaries hereunder)          shall be made to the
Indenture Trustee, or to the         extent that the Principal Paying Agent shall remain
appointed under the          Indenture, to the Principal Paying Agent, by depositing all
such amounts in the         Payment Account to be paid over to the          Noteholders
in their capacity as Trust         Beneficiaries.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
     The Insurer         shall have the rights set forth in the Insurance Policy and
described in Section 4.03(c)         hereof with respect to          the Covered Interest
Period Amounts.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
     If,         notwithstanding the Assignment, no claim is ever made under the
Insurance Policy, then,         unless otherwise instructed          pursuant hereto, the
Issuer shall pay to the         Indenture Trustee, or to the extent that the Principal
Paying Agent shall          remain         appointed under the Indenture, to the
Principal Paying Agent, all such amounts as would         otherwise be payable to the
         Insurance Trust in respect of the Covered Interest         Periods by depositing
all such amounts in the Payment Account to be paid          over to         the Trust
Beneficiaries in their capacity as such consistent with their rights to receive
        principal, interest and          other amounts due from time to time under the
Notes and         the Indenture.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
     If         notwithstanding any other provision of this Agreement the Insurance
Trustee shall receive         any payment in respect of the          Covered Period
Interest Amounts, unless otherwise         instructed pursuant hereto, all such amounts
as are received by the          Insurance         Trustee shall be promptly paid over to
the Indenture Trustee, or to the extent that the         Principal Paying Agent
         shall remain appointed under the Indenture, to the         Principal Paying
Agent on behalf of the Trust Beneficiaries by depositing          all         such
amounts in the Payment Account and neither the Insurance Trust nor the Insurer nor
        any other Person shall be          entitled to retain or receive any such Covered
        Interest Period Amount (or any portion or proceeds thereof).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)
     Any payments         received by the Noteholders pursuant to Section 3.2(c) and
5.1(a)(i)(C) of the Indenture         in respect of the          amounts set forth in
clause (iv) of the definition of Required         Amount in the Indenture shall be deemed
to be a payment to          the Noteholders in         their capacity as Trust
Beneficiaries in respect of the portion of the Covered Interest         Period Amounts
         not covered by the Insurance Policy.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 18.3 Claims
on the Insurance Policy. (a) The Insurance Trustee agrees to file with the Insurer such
claim applications as are required under the Insurance Policy upon the occurrence of any
Currency Inconvertibility Event. In connection with the filing of a claim with the
Insurer of amounts payable under the Insurance Policy, the Insurance Trustee shall direct
the Insurer to make any payment under the Insurance Policy to the Indenture Trustee, or
to the extent that the Principal Paying Agent shall remain appointed under the Indenture,
to the Principal Paying Agent, by depositing all such amounts to the Payment Account to
be paid over to the Trust Beneficiaries in their capacity as such.

| | (b)  
The Insurance 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 IV of the Insurance
Policy. In connection with its satisfaction of its obligations hereunder
and under the Insurance Policy, the Issuer hereby agrees to provide all
such information and take all such actions as are required hereunder or
thereunder, including, without limitation, ensuring the continued
enforceability of the Insurance Policy in connection with the submission
of any claim thereunder and the satisfaction of any requirement provided
therein.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)  
     If a claim is         made under the Insurance Policy:
| | -----------------------------------------------------------------

| | (i)    In
accordance with Section 3.01.1(a) of the Insurance Policy, the Insurance Trustee shall
(or shall require the Issuer to, and the Issuer shall), at the election of the
Insurer, prior to payment of a claim by the Insurer, either:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1)
deliver or cause to be delivered to the Insurer (A) inconvertible reais,
in an amount equal to the Insured Portion of the Covered Interest Period Amounts
relating to such claim at the rate of exchange specified in the Insurance Policy,
or (B) non-transferable U.S. dollars, in an amount equal to the Insured Portion
of the Covered Interest Period Amounts relating to such claim (in either case in
the form of (x) funds immediately available to the Insurer in Brazil or,
(y) at the Insurers option, in cash); or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
     assign to the         Insurer, or, at the Insurers option, grant to the Insurer a
participation in, the         Insurance Trustees right                   to receive the
Insured Portion of the Covered         Interest Period Amounts relating to such claim; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)
(A) assign to         the Insurer, or, at the Insurers option, grant to the Insurer a
participation in, the         Insured Portion of the Covered Interest Period Amounts
relating to such         claim in the applicable deposit account in which such reaisor         non-transferable U.S. dollars are, held by, or for, or at the direction
        of, the Issuer, and (B) assign to the Insurer, or, at the Insurers
        option, grant to the Insurer a participation in, all rights of such Person with
        respect to the Insured Portion of the Covered Interest Period Amounts
        relating to such claim thereof and all claims with respect thereto
        arising out of the Currency Inconvertibility Event, including, without
limitation, claims         against the Brazilian government.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
    To the extent         provided in the Insurance Policy, the Insurer shall be
subrogated to the rights of the         Noteholders (and, as a          result of the
Assignment of the Covered Interest Period         Amounts under Section 5.2(d) of the
Indenture, of the Insurance          Trust) with         respect to any payment of
interest on the Notes with funds provided by the Insurer under         the Insurance
Policy          (except to the extent that the Insurer has requested and         received
reais or non-transferable U.S. dollars as described in          Section
        4.03(c)(i)(1)).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
The Insurance         Trustee is not to release the Issuer from its obligation to make
scheduled payments of         interest on the Notes with respect to the Insured Portion
of the Covered         Interest Period Amounts (or any part thereof) for which the
Insurance Trustee         has received reaisor non-transferable U.S. dollars
until the Insurer has (as described         in Section 4.03(c)(i)(1)) agreed to accept
delivery of such reaisor         non-transferable U.S. dollars in discharge of
the obligation of the Issuer to         make scheduled payments of interest on the Notes
with respect to the Insured         Portion of the Covered Interest Period Amounts, the
Insurer has received such         amounts, and the Insurance Trustee has received
compensation under the Insurance Policy.         Further, the Insurance Trustee and, in
accordance with the Indenture, the         Indenture Trustee are not to release the
Issuer from its obligation to make         scheduled payments of interest on the Notes
with respect to the Insured Portion of the         Covered Interest Period Amounts (or
any part thereof) if the Insurer agrees (as         described in Section 4.03(c)(i)(2) or
(3)) to accept an assignment of, or         participation in, the rights of the Insurance
Trustee or the Issuer, as the case may be,         in the applicable deposit account or
to receive scheduled payments of interest         on the Notes with respect to the
Insured Portion of the Covered Interest Period         Amounts (or any part thereof) in
lieu of receiving reaisor non-transferable U.S. dollars         in exchange for
payment by the Insurer of compensation under the Insurance         Policy unless the
Insurer notifies the Insurance Trustee and the Indenture         Trustee in writing that
it has received payments from the Issuer under the Company         Support Agreement
representing such previously compensated amounts and then only         to the extent of
such payments by the Issuer to the Insurer.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)  
The Issuer shall at all times use its best efforts to assist the Insurance
Trustee in seeking compensation pursuant to the
Insurance Policy.
| | --------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 18.4
Undertakings Required by the Insurance Policy.(a) Only the Insurance Trustee may
exercise its rights and obligations under the Insurance Policy. No individual Trust
Beneficiary shall be permitted to exercise any right under the Insurance Policy or
perform any obligations in lieu of the Insurance Trustee under the Insurance Policy. By
accepting the Notes, the Noteholders in their capacity as Trust Beneficiaries acknowledge
that the independent rights of salvage of the Insurer contained in the Insurance Policy
will not be subject to any pari passusharing arrangements of the nature referred to in
Section 4.04 of the Insurance Policy.

| | (b)  
By accepting the Notes, the Noteholders in their capacity as Trust
Beneficiaries acknowledge, as contemplated by Section
4.10 of the Insurance Policy, that
they will be bound by the actions and omissions of the
Insurance Trustee under the Insurance Policy,
including, without limitation, the grant of
assignments or participations under Section
3.01.1 of the Insurance Policy and described
in Section 4.03(c)(i) or the submission of a
Final Application (as defined in the
Insurance Policy) with respect to the
Insurance Policy.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)  
By accepting the Notes, the Noteholders in their capacity as Trust
Beneficiaries acknowledge, as contemplated by Section
4.11 of the Insurance Policy, that no
description, summary or characterization of the
terms of the Insurance Policy contained in
the offering materials with respect to the
Notes shall (i) be treated as an amendment,
interpretation or construction of the
Insurance Policy which would be binding on
the Insurer, or (ii) introduced in any
proceeding for any such purpose. With
respect to the interpretation of any provision of
the Insurance Policy, in the event of any
inconsistency between the terms of the
description, summary or characterization of
the terms of the Insurance Policy in the
offering materials with respect to the Notes,
and the terms of the Insurance Policy, the
terms of the Insurance Policy shall govern,
it being agreed that the Insurer takes no
responsibility for any description, summary
or other characterization of the terms of the
Insurance Policy contained in the offering
materials with respect to the Notes,
regardless of whether the Insurer has
knowledge thereof.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)  
By accepting the Notes, the Noteholders in their capacity as Trust
Beneficiaries acknowledge, as contemplated by Section
5.02(b) of the Insurance Policy, that
to the extent that the Insurer has already paid in
full any compensation which should have been
reduced pursuant to Section 5.02(b) of the
Insurance Policy (with respect to the Holder
Representations set forth in Section
5.2(f)(i)(1) of the Indenture), OPIC may
directly recover the amount of the reduction
from any Noteholder (in its capacity as Trust
Beneficiary) whose compensation should have
been reduced pursuant to Section 5.02(b) of
the Insurance Policy.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 18.5
Termination of Insurance Policy. (a) At any time on or after the third or any
subsequent anniversary of the Closing Date and so long as, to the knowledge of the
Insurance Trustee (after consultation with the Indenture Trustee), no Default or Event of
Default has occurred and is continuing, the Insurance Trustee, at the written direction
of the Issuer, may cancel the Insurance Policy in accordance with the terms of the
Insurance Policy, upon receipt of 90-calendar-days prior written confirmation from Moodys
and Fitch that its then current rating of the Notes is at least Baa3 and BBB-,
respectively, and that such ratings will not be lowered or withdrawn as a result of such
cancellation. Any refund of the premium originally paid by the Issuer on behalf of the
Insurance Trustee at Closing shall not be part of the Insurance Trust Property and shall
be paid to the Issuer.

(b)      Except as
provided in Section 4.05(a), the Insurance Trustee shall not have authority to terminate
the Insurance Policy unless it is instructed to do so by the all Noteholders.

SECTION 18.6
Covenants of Issuer. The Issuer hereby covenants and agrees with the Insurance
Trust that in connection with any application by the Insurance Trustee for compensation
pursuant to the Insurance Policy in respect of Currency Inconvertibility Event, the
Issuer shall (i) make all reasonable efforts to convert reaisinto U.S. dollars or to
transfer such U.S. dollars through all customary legal channels for transactions of the
type contemplated in the Transaction Documents until compensation is paid by the Insurer,
(ii) assist the Insurance Trustee with the preparation of such application for
compensation and (iii) perform, at the request of the Insurance Trustee, the obligations
set forth in Section 3.01.1(a)(i) or (iii) of the Insurance Policy.

ARTICLE XIX
THE INSURANCE TRUSTEE

SECTION 19.1 Certain
Rights and Duties of Insurance Trustee.(a) The Insurance Trustee undertakes to perform
only such duties as are specifically set forth in this Agreement, the Insurance Policy
and each other Transaction Document to which the Insurance Trustee is a party, and no
implied covenants or obligations shall be read into this Agreement against the Insurance
Trustee. The Insurance Trustee shall exercise such of the rights and powers vested in it
by this Agreement, 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 Insurance         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 in good
faith to be genuine and to have been signed or         presented by the proper
         party or parties;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 Insurance
Trustee by a copy thereof certified by the secretary or an         assistant secretary
         of the Issuer;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
   the Insurance         Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it         by this Agreement,          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 Insurance         Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith         and in good faith          believed by it to be
authorized or within the rights or powers         conferred upon it by this Agreement
(provided that the          Insurance 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 the Indenture and this Agreement;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)    
subject to         Section 5.01(a), the Insurance 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, providedthat         if the payment within a reasonable time to the Insurance 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 Insurance Trustee, not
reasonably         assured to the Insurance Trustee by the security afforded to it by the
terms of this         Agreement, the Insurance 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 Insurance Trustee, shall be repaid by the Issuer
upon demand;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)    
    the Insurance         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 Insurance 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 Insurance         Trustee shall not be liable for any error of judgment made in
good faith by a Responsible         Officer of the          Insurance Trustee unless it
shall be proved that the Insurance         Trustee was negligent in ascertaining the
pertinent facts or          the action or         failure to act by such Responsible
Officer was unreasonable;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)    
  the Insurance         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 or the Noteholders         given under this Agreement, provided that the
Insurance          Trustees conduct does         not constitute negligence or willful
misconduct;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)    
    the Insurance                 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 Insurance         Trustee shall not be deemed to have notice of any Default or
Event of Default under the         Indenture unless a          Responsible Officer of the
Insurance Trustee has actual         knowledge thereof or unless written notice of any
event which is in          fact such a         default is received by the Insurance
Trustee at the Corporate Trust Office of the         Insurance Trustee, and such
         notice references the Notes and the Indenture;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi)    
    the rights,         privileges, protections, immunities and benefits given to the
Insurance Trustee,         including, without limitation,          its right to be
indemnified, are extended to, and         shall be enforceable by, the Insurance Trustee
and each agent, custodian          and         other Person employed to act hereunder; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii)    
   the Insurance         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
Agreement, 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 Agreement shall require the
Insurance 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 Insurance         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
Agreement 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)  
     If the Insurance         Trustee has or shall acquire a conflicting interest within
the meaning of the Trust         Indenture Act, the                            Insurance
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 Agreement.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)  
     The Insurance                 Trustee shall (i) notify the Trust Beneficiaries in
the event there is a default in the         payment of Covered
                           Interest Period Amounts and (ii) forward to         the Trust
Beneficiaries any reports and other communications                            received
from the Issuer or from the Insurer which are         received by the Insurance Trustee
in its capacity as                            such,         unless such reports or
communications have been directly forwarded to the Trust         Beneficiaries, in
                           their capacity as Noteholders, by the Issuer         or the
Insurer.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 19.2
Insurance Trustee Not Responsible for Recitals, etc. The recitals contained herein,
shall be taken as the statements of the Issuer, and the Insurance Trustee assumes no
responsibility for the correctness of the same. The Insurance 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. The Insurance Trustee assumes no liability with respect to the
validity or worth of the Insurance Policy or the Covered Interest Period Amounts.

SECTION 19.3
Insurance Trustee and Others May Hold Notes. (a) The Insurance 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 Insurance Trustee.

(b)      The Insurance
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 Insurance
Trustee resigns or is removed, such Insurance Trustee shall be subject to Section 311(a)
of the Trust Indenture Act to the extent indicated therein.

SECTION 19.4
Compensation of the Insurance Trustee. (a) The Issuer covenants and agrees to pay
to the Insurance Trustee from time to time, and the Insurance 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 Insurance Trustee and which shall not
be limited by any provision of law in regard to the compensation of an Insurance Trustee
of a grantor trust), and, except as herein otherwise expressly provided, the Issuer will
pay or reimburse the Insurance Trustee upon its respective request for all duly
documented reasonable expenses and disbursements incurred or made by the Insurance
Trustee in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the reasonable expenses, advances and disbursements of its
counsel and of all persons not regularly in its employ, in each case duly documented)
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 Insurance Trustee for, and
to defend and hold harmless the Insurance Trustee and its officers, directors, employees,
representatives and agents from and against, any loss, liability, claim, damage or
expense, including, without limitation, the fees and expenses of its legal counsel,
incurred without gross negligence or bad faith on the part of the Insurance Trustee or
any of their employees, officers or agents, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, the performance of its
duties and-or the exercise of its rights, including liability which the Insurance 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. In no event shall the Insurance Trustee be
liable for special, indirect or consequential loss or damages whatsoever (including, but
not limited to, lost profits), even if the Insurance 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 5.04 shall survive payment in full of the Notes and any
claim and payment under the Insurance Policy, the resignation or removal of the Insurance
Trustee and the termination of the Insurance Trust and this Agreement.

(c)      When the
Insurance Trustee incurs expenses or renders services in connection with the performance
of its obligations hereunder after an Event of Default under the Indenture 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.

SECTION 19.5 Right
of Insurance Trustee to Rely on Officers Certificates and Opinions of Counsel.Before
the Insurance Trustee acts or refrains from acting with respect to any matter
contemplated by this Agreement, 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 of the
Indenture. The Insurance 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
5.01(b)(v).

SECTION 19.6 Persons
Eligible for Appointment as Insurance Trustee.There shall at all times be a Insurance
Trustee hereunder which shall at all times (i) be a bank which complies with the
eligibility requirements of the Trust Indenture Act, having a combined capital and
surplus of at least U.S.$100,000,000 and have a long-term unsecured debt rating of at
least A2 by Moodys and (ii) meet the requirements of Section 5.01.2(a) of the
Insurance Policy. 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
5.06, 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 Insurance Trustee shall cease to be eligible in
accordance with this Section 5.06, the Insurance Trustee shall resign immediately in the
manner and with the effect specified in Section 5.07.

SECTION 19.7
Resignation and Removal of Insurance Trustee; Appointment of Successor. (a) The
Insurance Trustee, or any Insurance Trustee or Insurance 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 their capacity as Trust Beneficiaries) in the
manner provided in Section 14.4 of the Indenture.

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

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

| | (ii)    
    the Insurance         Trustee shall cease to be eligible under Section 5.06 and shall
fail to resign after         written request therefor          by the Issuer or by any
Noteholder (in its capacity as         Trust Beneficiary), or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

then, in any such case,
(A) the Issuer may remove the Insurance Trustee, and appoint a successor Insurance
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 (in its capacity as Trust Beneficiary) 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
Insurance Trustee and the appointment of a successor Insurance Trustee.  Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove the
Insurance Trustee and appoint a successor Insurance Trustee.

| | (c)  
The Majority Noteholders (in their capacity as Trust Beneficiaries) may at
any time remove the Insurance Trustee and appoint
a successor Insurance Trustee by
delivering to the Insurance Trustee so removed, to the
successor Insurance Trustee so appointed and
to the Issuer the evidence provided for in
Section 6.01 of the action taken by the
Noteholders (in their capacity as Trust
Beneficiaries), provided that unless a
Default or Event of Default under the Indenture
shall have occurred and be continuing, the
Issuer shall consent (such consent not to be
unreasonably withheld).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)  
If the Insurance         Trustee shall resign, be removed, or become incapable of acting
or if a vacancy shall         occur in the office of Insurance Trustee with
        respect to this Agreement for any cause, the Issuer shall         promptly
appoint a successor Insurance         Trustee or Insurance 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
Insurance Trustee and one copy         to the successor Insurance Trustee. If no
        successor Insurance Trustee shall have been so         appointed and have
accepted such appointment         pursuant to Section 5.08 within 30 calendar
        days after the mailing of such notice of         resignation or removal, the
former Insurance         Trustee may, at the Issuers expense,         petition any court
of competent jurisdiction for         the appointment of a successor Insurance
        Trustee, or any Noteholder (in its capacity as         Trust Beneficiary) 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
        itself and all others similarly situated,         petition any such court for the
appointment of         a successor Insurance Trustee. Such court         may thereupon
after such notice, if any, as it         may deem proper and prescribe, appoint a
        successor Insurance Trustee.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)  
Any resignation or removal of the Insurance Trustee and any appointment of a
successor Insurance Trustee pursuant to this
Section shall become effective only
upon acceptance of appointment by the successor
Insurance Trustee as provided in Section 5.08.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 19.8
Acceptance of Appointment by Successor Insurance Trustee. (a) Any successor
Insurance Trustee appointed under Section 5.07 shall execute, acknowledge and deliver to
the Issuer and to its predecessor Insurance Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the predecessor
Insurance Trustee shall become effective and such successor Insurance Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts, duties and obligations of its predecessor Insurance Trustee hereunder, with like
effect as if originally named as Insurance Trustee herein; but, nevertheless, on the
written request of the Issuer or of the successor Insurance Trustee, the Insurance
Trustee ceasing to act shall, upon payment of any such amounts then due it pursuant to
the provisions of Section 5.04, execute and deliver an instrument transferring to such
successor Insurance Trustee all the rights, powers and trusts of the Insurance Trustee so
ceasing to act, and shall assign, transfer and deliver to such successor Insurance
Trustee all property and money as may be held by such Insurance Trustee ceasing to act.
Upon request of any such successor Insurance Trustee, the Issuer shall execute any and
all instruments in writing for more fully and certainly vesting in and confirming to such
successor Insurance Trustee all such rights and powers. Any Insurance Trustee ceasing to
act shall, nevertheless, retain a lien upon all property or funds held or collected by
such Insurance Trustee to secure any amounts then due it pursuant to Section 5.04.

(b)      No successor
Insurance Trustee shall accept appointment as provided in this Section 5.08 unless at the
time of such acceptance such successor Insurance Trustee shall be eligible under Section
5.06.

(c)      Upon acceptance
of appointment by a successor Insurance Trustee, the Issuer shall give notice of the
succession of such Insurance Trustee hereunder to the Noteholders in their capacity as
Trust Beneficiaries in the manner provided in Section 14.4 of the Indenture.  If the
Issuer fails to give such notice within 10 calendar days after acceptance of appointment
by the successor Insurance Trustee, the successor Insurance Trustee shall cause such
notice to be given at the expense of the Issuer.

SECTION 19.9 Merger,
Conversion or Consolidation of Insurance Trustee.Any Person into which the Insurance
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 Insurance
Trustee shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of the Insurance Trustee, shall be the successor of the
Insurance Trustee hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto; providedthat such successor Insurance
Trustee shall be qualified under the Trust Indenture Act and eligible under the
provisions of Section 5.06 hereof and Section 310(a) of the Trust Indenture Act.

SECTION 19.10 Reports
by Insurance Trustee. On or before July 15 in every year, so long as any Notes are
Outstanding, the Insurance Trustee shall transmit to the Noteholders (in their capacity
as Trust Beneficiaries) specified in Section 313(a) of the Trust Indenture Act a brief
report, dated as of the preceding May 15, 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 Insurance Trustee if the Notes become listed on any stock exchange or any
de-listing thereof, and the Insurance Trustee shall comply with Section 313(d) of the
Trust Indenture Act.

SECTION 19.11
Insurance Trustee Risk. None of the provisions contained in this Agreement shall
require the Insurance 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 Agreement relating to the conduct or affecting
the liability of or affording protection to the Insurance Trustee shall be subject to
Section 5.01 and the requirements of the Trust Indenture Act.

SECTION 19.12
Appointment of Co-Insurance Trustee. (a) It is the purpose of this Agreement 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 Insurance Trustee
in such jurisdiction. It is recognized that in case of litigation under this Agreement
or any Transaction Document, and in particular in case of the enforcement of any such
document on default, or in case the Insurance 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 Insurance 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 Insurance Trustee appoint an
additional individual or institution as a separate or co-Insurance Trustee. The
following provisions of this Section 5.12 are adopted to these ends.

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

(c)      Should any
instrument in writing be required by the separate Insurance Trustee or co-Insurance
Trustee so appointed by the Insurance 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 Insurance Trustee or co-Insurance 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 Insurance Trustee or co-Insurance Trustee, so far as permitted by law, shall
vest in and be exercised by the Insurance Trustee until the appointment of a new
Insurance Trustee or successor to such separate Insurance Trustee or co-Insurance Trustee.

(d)      Every separate
Insurance Trustee and co-Insurance 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
Insurance Trustee shall be         conferred or imposed          upon and exercised or
performed by the Insurance Trustee         and such separate Insurance Trustee or
co-Insurance Trustee jointly          (it being         understood that such separate
Insurance Trustee or co-Insurance Trustee is not authorized         to act separately
         without the Insurance 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 Insurance 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 Insurance Trustee or          co-Insurance
Trustee, but solely at the direction         of the Insurance Trustee;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
    no Insurance         Trustee hereunder shall be personally liable by reason of any
act or omission of any         other Insurance Trustee          hereunder;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
   the Insurance         Trustee may at any time accept the resignation of or remove any
separate Insurance         Trustee or co-Insurance          Trustee; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)    
    each         co-Insurance 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 Insurance         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         Insurance 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 19.13
Representations and Warranties of Trustee. The Insurance Trustee represents and
warrants that, at all times, such of the following is true and will be true:

(a)      it is a banking
corporation duly organized, validly existing, and in good standing under the laws of the
State of New York          more than 50% of which is beneficially owned by citizens of
the United States or corporations or associations incorporated          under United
States law, its principal office and place of business is located at its Corporate Trust
Office and, in its          capacity as Insurance Trustee, has all requisite power and
authority to execute, deliver and perform this Agreement, the          Insurance Policy,
the Company Support Agreement and each of the other Transaction Documents to which the
Insurance Trustee          is a party, including the power and authority to accept the
Insurance Trust created thereunder and hereunder;

(b)      the Insurance
Trustee has full corporate power, authority and legal right under the laws of the State
of Delaware and the          laws of the United States pertaining to its banking and
trust powers to execute, deliver, and perform this Agreement and          each of the
other Transaction Documents to which the Insurance Trustee is a party and has taken all
necessary action to          authorize the execution, delivery, and performance by it of
this Agreement and each of the other Transaction Documents to          which the
Insurance Trustee is a party;

(c)      the Insurance
Trustee meets the eligibility requirements set forth in Section 5.06.

(d)      the execution,
delivery and performance by the Insurance Trustee of this Agreement and each of the other
Transaction          Documents to which the Insurance Trustee is a party will not
contravene any law, rule or regulation of the State of New York          or any United
States governmental authority or agency regulating the Insurance Trustees banking or
trust powers or any          judgment or order applicable to or binding on the Insurance
Trustee and will not contravene or result in any breach of, or          constitute a
default under, the Insurance Trustees charter or by-laws or the provision of any
indenture, mortgage, contract          or other agreement to which it is a party or by
which it or any of its properties is bound;

(e)      the execution,
delivery and performance by the Insurance Trustee of this Agreement and each of the other
Transaction          Documents to which the Insurance Trustee is a party will not require
the authorization, consent, or approval of, the giving          of notice to, the filing
or registration with, or the taking of any other action in respect of, any United States
or          Delaware governmental authority or agency regulating the banking and trust
activities of the Insurance Trustee;

(f)      this Agreement
and each of the other Transaction Documents to which the Insurance Trustee is a party
have been duly executed          and delivered by it and, assuming that this Agreement
and each of the other Transaction Documents to which the Insurance          Trustee is a
party is the legal, valid and binding obligation of the relevant parties thereto (other
than the Insurance          Trustee), this Agreement and each of the other Transaction
Documents to which the Insurance Trustee is a party are the          legal, valid and
binding obligations of the Insurance Trustee, enforceable against the Insurance Trustee
in accordance with          their terms except as limited by bankruptcy, insolvency,
moratorium, reorganization, receivership, fraudulent conveyance or          similar laws
or equitable principles of general application to or affecting the enforcement of
creditors rights and          remedies generally from time to time in effect, regardless
of whether such enforceability is considered in a proceeding in          equity or at law;

(g) on the date
hereof, the Insurance Trustee is not aware of any limitation on its ability, or any
general limitation on the ability, to convert reaisinto U.S. dollars or to
transfer such converted currency to the United States; and

(h)      each of the
representations and warranties of the Insurance Trustee contained in Section 5.01.1 of
the Insurance Policy is          true and correct.

SECTION 19.14
Compliance with the Insurance Policy. The Insurance Trustee will comply with each of
its covenants and agreements contained in the Insurance Policy. The Insurance Trustee
will, upon the reasonable request of any Noteholder (in its capacity as Trust
Beneficiary), provide such Noteholder (in its capacity as Trust Beneficiary) with such
information in its possession, and take such other actions, as may be required in order
to enable the Insurance Trustee or such Noteholder (in its capacity as Trust Beneficiary)
to comply with the terms and conditions of the Insurance Policy. Without limiting the
foregoing, the Insurance Trustee will (i) take the steps specified in Article IV of the
Insurance Policy at the times and in the manner therein specified, (ii) promptly notify
the Insured and the Indenture Trustee upon obtaining Actual Knowledge (as defined in the
Insurance Policy) that it no longer meets the requirements set forth in Section 5.01.2(a)
of the Insurance Policy, in the manner therein specified, (iii) as promptly as reasonably
practicable, notify the Insurer of any circumstance of which the Insurance Trustee has
Actual Knowledge of any event that may render the Insurer liable under the Insurance
Policy, and of any Default or other defaults of which the Insurance Trustee has Actual
Knowledge as specified in Section 5.01.6 of the Insurance Policy, (iv) give prompt notice
to the Insurer in the event it obtains Actual Knowledge regarding a breach or potential
breach of the representations made by the Noteholders pursuant to Section 5.2(f) of the
Indenture in the manner set forth in Section 5.01.10. of the Insurance Policy and (v)
promptly note in the Insurance Trustees records the Insurers rights as subrogee and
assignee in respect of the Notes.

SECTION 19.15 Trustees
Liens. The Insurance Trustee, in its individual capacity, agrees that it will at its own
cost and expense promptly take any action as may be necessary to duly discharge and
satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or
claim on or with respect to the Insurance Trust Property which is either (i) attributable
to the Insurance Trustee in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement or the other Transaction Documents, or (ii)
which is attributable to the Insurance Trustee as trustee hereunder or in its individual
capacity and which arise out of acts or omissions which are prohibited by this Agreement.
The Insurance Trustee, in its individual capacity, further agrees and acknowledges that
the Insurance Trust Property shall not be considered assets of the Insurance Trustee and,
therefore, the Insurance Trust Property is not subject to any third-party claims against
the Insurance Trustee in its individual capacity.

ARTICLE XX
CONCERNING THE NOTEHOLDERS

SECTION 20.1 Acts of
Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Noteholders in their
capacity as Trust Beneficiaries or otherwise (collectively, an Act of such Noteholders,
which term shall also 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 of the Indenture, 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 Insurance Trustee.
Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Agreement and (subject to Section 5.01)
conclusive in favor of the Insurance Trustee and the Issuer, if made in the manner
provided in this Section 6.01. The record of any meeting of Noteholders shall be proved
in the manner provided in the Indenture.

(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 Insurance 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 in accordance with
the Indenture and the Insurance 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
therefor 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
Insurance) 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)      For purposes of
this Agreement, Noteholder meetings shall be conducted in accordance with Article X and
other provisions of the Indenture including, without limitation, the determination of
whether the Noteholders requisite aggregate principal amount of Notes concurring for any
request, demand, authorization, direction, notice, consent and waiver or other act under
this Agreement.

(g)      Subject to the
rights of the Insurer, if, under the terms of the Indenture, there is to be any vote of,
or consent or approval sought from, the holders of Covered Interest Period Amounts, the
Insurance Trustee will seek instruction from the Trust Beneficiaries in respect of such
vote, consent or approval and will only provide such vote, consent or approval as
instructed by the Trust Beneficiaries.

SECTION 20.2
Noteholder Lists. In accordance with Section 2.21 of the Indenture, the Indenture
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 Indenture Trustee is not the Note
Registrar, or to the extent otherwise required under the Trust Indenture Act, the Issuer
shall furnish to the Indenture Trustee, in writing at least seven Business Days before
each Interest Payment Date and at such other times as the Indenture Trustee may request
in writing, a list in such form and as of such date as the Indenture 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. The Indenture Trustee
shall, upon request by the Insurance Trustee, furnish a copy of such lists to the
Insurance Trustee pursuant to Section 2.21 of the Indenture; on the basis of the
information received from the Indenture Trustee, the Insurance Trustee shall maintain a
record of the record owners of interests in the Insurance Trust Property.

ARTICLE XXI
TERMINATION OF TRUST

SECTION 21.1
Termination of the Trust. (a) The respective obligations and responsibilities of
the Issuer and the Insurance Trustee created hereby and the Insurance Trust created
hereby shall terminate upon the earliest of (i) repayment in full of the Notes in
accordance with the Indenture or (ii) upon cancellation of the Insurance Policy;
provided, however, that in no event shall the Insurance Trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the descendants
of George Herbert Walker Bush, former President of the United States, living on the date
of this Agreement.

(b)      So long as no
claims were made under the Insurance Policy and the Insurer has no right in or with
respect to the Covered Interest Period Amounts at such time, upon termination of the
Insurance Trust, the Insurance Trustee on behalf of the Insurance Trust shall be deemed,
without the need of any further action, to have reassigned the Covered Interest Period
Amounts to the Noteholders.

ARTICLE XXII
MISCELLANEOUS PROVISIONS

SECTION 22.1
Limitation on Rights of Noteholders. The death or incapacity of any Noteholder
shall not operate to terminate this Agreement or the Insurance Trust, nor entitle such
Noteholders legal representatives or heirs to claim an accounting or to take any action
or commence any proceeding in any court for a partition or winding up of the Insurance
Trust, nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

SECTION 22.2
Amendment or Waiver. (a) This Agreement may be amended from time to time by the
Insurance Trustee and the Issuer without the consent of any of the Noteholders solely to
cure any ambiguity or to correct any provision hereof (provided that such action shall
not, materially adversely affect the rights of any Noteholder) and as set forth in this
Agreement.

(b)      Except as set
forth in Section 8.02(a) and for the cases in which the consent of all Noteholders is
required under the Indenture, this Agreement may be amended from time to time by the
Trustee, the Issuer and the Majority Noteholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this
Agreement, or of modifying in any manner the rights of the Noteholders, and any rights
granted to the Noteholders hereunder may be waived in writing by the Majority Noteholders
entitled to direct the exercise of such rights.

(c)      Promptly after
the execution by all required parties of any such amendment to, or waiver of, this
Agreement hereto, the Issuer shall furnish a copy of any such amendment to, or waiver of
this Agreement to the Insurance Trustee and each Rating Agency.

(d)      The Insurance
Trustee may, but shall not be obligated to, enter into any amendment or waiver with
respect to this Agreement which affects the Insurance Trustees own rights, duties or
immunities under this Agreement or otherwise.  Prior to executing any amendment, the
Insurance Trustee shall be entitled to receive an Opinion of Counsel stating that such
amendment is permitted by this Agreement.

(e)      Notwithstanding
anything to the contrary in the foregoing, the Insurance Trustee shall not enter into any
amendment with respect to this Agreement if, as a result thereof, the rating of the Notes
would be reduced or withdrawn.  The Issuer shall provide to the Rating Agencies, a copy
of any proposed amendment (except for any amendment agreed from time to time by the
Trustee and the Issuer pursuant to Section 8.02(a) hereof) at least 10 days prior to the
execution thereof by the Issuer, and request written confirmation that each Rating Agency
will not, as a result of such amendment, cause the rating of the Notes to be reduced or
withdrawn, and, as soon as practicable after the execution thereof of any such amendment,
provide to each Rating Agency an executed copy thereof.

(f) Notwithstanding
the provisions of this Section 8.02, no provision of this Agreement or any other
Transaction Document shall be modified, waived or amended without the Insurers prior
written consent, which consent shall not be withheld unreasonably; provided, however,
that no such consent will be required if such modification, waiver or amendment (i) does
not relate to a Scheduled Payment (as defined in the Insurance Policy), (ii) does not
require the consent of each of the Holders under the terms of this Agreement and the
Indenture, (iii) does not present a material possibility of adversely affecting the
rights, benefits or obligations of the Insurer under the Insurance Policy and (iv) does
not present a material possibility of adversely affecting the enforcement of any rights
under the Transaction Documents that are material to the rights, benefits or obligations
of the Insurance Trustee (as the Insured or otherwise) or the Insurer, as subrogee or
otherwise; provided, further, that in no event may the Insurance Trustee consent to any
rescheduling or restructuring of the Scheduled Payments without the Insurers prior
written consent

SECTION 22.3
Notices. All demands, notices, and communications hereunder shall be given as set
forth in Section 14.3 of the Indenture. The contact information of the Insurance Trustee
for all purposes hereof is:

| | The Bank of New York                 
| | -------------------------------------
| | 101 Barclay Street 21W               
| | 10286 New York, NY                   
| | USA                                  
| | Attention: Corporate Trust Department
| | Telecopier No.: (212) 815-5206       
| | Telephone No.: (212) 815-5802/03     

SECTION 22.4 Tax
Treatment.For United States federal income tax purposes, the Notes (including the
Covered Interest Period Amounts) shall be treated as debt obligations, and interest and
other income arising thereunder shall be treated as from sources without the United
States in accordance with United States federal income tax principles and the Insurance
Trust shall be treated as a grantor trust (within the meaning of Subpart E, Part I, of
Subchapter J Chapter 1, Subtitle A of the Code) so that each Noteholder will be treated
as owning a pro rata undivided interest in the Insurance Trust Property.

SECTION 22.5 No
Partnership.All parties to this Agreement and Noteholders (in their capacity as Trust
Beneficiaries), by their acceptance of the Notes, specifically disavow any intent to form
a partnership or joint venture for U.S. federal income tax purposes or otherwise, and
agree not to make any filings or take any positions inconsistent with such intent.

SECTION 22.6
Conflict with Trust Indenture Act. This Agreement is subject to the provisions of
the Trust Indenture Act that are required to be part of this Agreement and shall, to the
extent applicable, be governed by such provisions, which are incorporated by reference in
and made a part of this Agreement. 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 Agreement, the latter provision shall
control. If any provision of this Agreement 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 Agreement 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 Agreement,

Indenture Trustee or institutional
Indenture Trustee means the Insurance Trustee, and

obligor on the
indenture securities means the Issuer.

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

SECTION 22.7 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 22.8
Successors and Assigns. All covenants, agreements, representations and warranties
in this Agreement by the Insurance 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 22.9
Severability Clause. In case any provision in this Agreement 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 22.10
Benefits of the Agreement. Each of the Insurer and the Noteholders shall be a third
party beneficiary of this Agreement and shall be entitled to rely upon and to enforce the
provisions of this Agreement. Nothing in this Agreement, expressed or implied, shall
give to any Person, other than the parties hereto and their successors hereunder and the
Noteholders and the Insurer, any benefit or any legal or equitable right, remedy or claim
under this Agreement.

SECTION 22.11
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 Agreement. The Issuer, the Insurance Trustee, the Indenture
Trustee, the Note Registrar and anyone else shall have the protection of Section 312(c)
of the Trust Indenture Act.

SECTION 22.12
Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.

SECTION 22.13 Waiver
of Jury Trial. THE ISSUER AND THE INSURANCE 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 AGREEMENT OR THE ACTIONS OF THE
INSURANCE TRUSTEE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF
OR THEREOF.

SECTION 22.14 Waiver
of Immunity.This Agreement 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
Agreement 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 8.14 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 22.15
Submission to Jurisdiction, etc.(a) The Issuer and the Insurance 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 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 Agreement or any of the other Transaction Documents (other than the
Insurance Policy and the Company Support Agreement), to which each is or is to be a
party, or for recognition or enforcement of any judgment, and the Issuer and the
Insurance 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 Insurance 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
Agreement 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 Insurance 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 Agreement
or any other Transaction Documents shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Agreement or any other
Transaction Documents in the courts of any jurisdiction.

(b) The Issuer
hereby irrevocably appoints and empowers CT Corporation System, located at 111 Eighth
Avenue, New York, NY 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
Insurance 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 14.3 of
the Indenture or to any other address of which it shall have given notice pursuant to
Section 14.3 of the Indenture 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 22.16
Execution in Counterparts. This Agreement 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 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 Agreement by
telecopier shall be effective as delivery of an original executed counterpart of this
Agreement.

SECTION 22.17 Entire
Agreement. This Agreement, together with the Indenture, the Notes, the Insurance Policy,
the Registration Rights Agreement, and the Company Support Agreement, sets forth the
entire agreement of the parties hereto with respect to the subject matter hereof.



IN WITNESS WHEREOF, the
Company and the Insurance Trustee have caused this Agreement to be duly executed by their
respective officers, all as of the day and year first above written.

| | BRASIL TELECOM S.A.                    
| | ---------------------------------------
| | Issuer                                 
|
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 
|
| | By:____________________________________
| | Name:                                  
| | Title:                                 



| | THE BANK OF NEW YORK,                  
| | ---------------------------------------
| | Insurance Trustee                      
|
|
| | By:____________________________________
| | Name:                                  
| | Title: