FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


(Mark One)
   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2001

OR

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission file number 1-9610


CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)

             Republic of Panama                           59-1562976

      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                Identification No.)


            3655 N.W. 87th Avenue, Miami, Florida     33178-2428
           (Address of principal executive offices)   (Zip code)


                     (305) 599-2600
(Registrant's telephone number, including area code)


                          None
(Former name, former address and former fiscal year,
if changed since last report.)


     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes
X     No__

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.

     Common Stock, $.01 par value - 586,072,140 shares as of July 11,
200

PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements.
CARNIVAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
                       (in thousands, except par value)

                                                     May 31,      November 30,
                                                      2001            2000
                                                              
ASSETS
Current Assets
  Cash and cash equivalents                        $   666,590     $  189,282
  Accounts receivable, net                             113,743         95,361
  Consumable inventories                               100,628        100,451
  Prepaid expenses and other                           175,241        164,388
  Fair value of hedged firm commitments                 88,175
    Total current assets                             1,144,377        549,482

Property and Equipment, Net                          8,381,309      8,001,318

Investments in and Advances to Affiliates              361,987        437,391

Goodwill, less Accumulated Amortization of
  $109,863 and $99,670                                 684,891        701,385

Other Assets                                           137,595        141,744

Fair Value of Hedged Firm Commitments                  594,736
                                                   $11,304,895     $9,831,320

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt                $   417,818     $  248,219
  Accounts payable                                     314,866        332,694
  Accrued liabilities                                  280,192        302,585
  Customer deposits                                    928,210        770,425
  Dividends payable                                     61,531         61,371
  Fair value of derivative contracts                    91,665
    Total current liabilities                        2,094,282      1,715,294

Long-Term Debt                                       2,416,693      2,099,077

Deferred Income and Other Long-Term Liabilities        143,839        146,332

Fair Value of Derivative Contracts                     596,291

Commitments and Contingencies (Note 5)

Shareholders' Equity
  Common Stock; $.01 par value; 960,000 shares
    authorized; 619,856 and 617,568 shares
    issued                                               6,199          6,176
  Additional paid-in capital                         1,801,548      1,772,897
  Retained earnings                                  5,076,008      4,884,023
  Unearned stock compensation                          (13,393)       (12,283)
  Accumulated other comprehensive loss                 (88,935)       (75,059)
  Treasury Stock; 33,848 and 33,087 shares at cost    (727,637)      (705,137)
    Total shareholders' equity                       6,053,790      5,870,617
                                                   $11,304,895     $9,831,320


The accompanying notes are an integral part of these consolidated financial statements.

2


                             CARNIVAL CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
                     (in thousands, except per share data)




                                       Six Months             Three Months
                                      Ended May 31,           Ended May 31,
                                    2001         2000        2001       2000

                                                          
Revenues                        $2,086,731   $1,700,005  $1,079,125  $875,127

Costs and Expenses
  Operating expenses             1,201,454      962,561     601,334   497,121
  Selling and administrative       310,455      241,706     154,564   120,827
  Depreciation and amortization    183,950    _ 135,892      92,359    68,288
                                 1,695,859    1,340,159     848,257   686,236

Operating Income Before
  (Loss) Income From Affiliated
  Operations                       390,872      359,846     230,868   188,891

(Loss) Income From Affiliated
  Operations, Net                  (44,024)      (5,909)    (22,961)    5,528

Operating Income                   346,848      353,937     207,907   194,419

Nonoperating (Expense) Income
  Interest income                    9,778       11,459       6,000     4,520
  Interest expense, net of
    capitalized interest           (62,110)     (15,460)    (30,238)   (6,871)
  Other income, net                 12,326       18,246         380     9,349
  Income tax benefit                 8,071        7,291       2,914     2,539
                                   (31,935)      21,536     (20,944)    9,537
Net Income                      $  314,913   $  375,473  $  186,963  $203,956



Earnings Per Share:
  Basic                               $.54         $.61        $.32      $.34
  Diluted                             $.54         $.61        $.32      $.34







The accompanying notes are an integral part of these consolidated financial statements.


                              CARNIVAL CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (in thousands)

                                                Six Months Ended May 31,
                                                 2001           2000
                                                         
OPERATING ACTIVITIES
Net income                                     $314,913       $375,473
Adjustments to reconcile net income
  to net cash provided from operations:
    Depreciation and amortization               183,950        135,892
    Dividends received and loss
      from affiliated operations, net            56,910         19,019
    Other                                        (4,316)           562
Changes in operating assets and liabilities:
  Increase in:
    Receivables                                 (18,595)       (34,919)
    Consumable inventories                         (178)       (10,672)
    Prepaid expenses and other                   (8,860)       (30,733)
  (Decrease) increase in:
    Accounts payable                            (17,830)        (1,256)
    Accrued liabilities                         (23,501)       (17,356)
    Customer deposits                           157,786        178,567
      Net cash provided from operating
        activities                              640,279        614,577

INVESTING ACTIVITIES
Additions to property and equipment            (591,527)      (392,437)
Decrease in short-term investments                  132         23,596
Other, net                                       32,322        (12,484)
      Net cash used for investing activities   (559,073)      (381,325)

FINANCING ACTIVITIES
Proceeds from long-term debt                  1,962,694          7,477
Principal payments of long-term debt         (1,443,563)        (7,902)
Dividends paid                                 (122,766)      (129,593)
Proceeds from issuance of Common Stock, net       2,895          5,705
Purchase of Treasury Stock                                    (335,143)
Other                                           (11,481)
      Net cash provided from (used for)
        financing activities                    387,779       (459,456)
Effect of exchange rate changes on cash and
  cash equivalents                                8,323       _______
      Net increase (decrease) in cash and
        cash equivalents                        477,308       (226,204)
Cash and cash equivalents at beginning
  of period                                     189,282        521,771
Cash and cash equivalents at end of period     $666,590       $295,567

The accompanying notes are an integral part of these consolidated financial statements.



CARNIVAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 -  BASIS OF PRESENTATION

     The accompanying financial statements have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. As used in this document, the terms "we," "our," and "us" refers
to Carnival Corporation and its consolidated subsidiaries.

     The accompanying consolidated balance sheet at May 31, 2001 and the
consolidated statements of operations for the six and three months ended May
31, 2001 and 2000 and the consolidated statements of cash flows for the six
months ended May 31, 2001 and 2000 are unaudited and, in the opinion of our
management, contain all adjustments, consisting of only normal recurring
accruals, necessary for a fair presentation.  During fiscal 2000, we
accounted for our 50% interest in Costa's operating results using the equity
method and recorded our portion of Costa's operating results as earnings
from affiliated operations.  Since we acquired the remaining 50% interest in
Costa in late 2000, commencing in fiscal 2001, Costa's results of operations
were consolidated in the same manner as our other subsidiaries.

     Our operations are seasonal and results for interim periods are not
necessarily indicative of the results for the entire year.  Certain amounts
in prior periods have been reclassified to conform with the current period's
presentation.


NOTE 2 - PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following (in thousands):



                                               May 31,          November 30,
                                                2001                2000


Ships                                       $8,972,691            $8,575,563
Ships under construction                       437,313               320,480
                                             9,410,004             8,896,043
Land, buildings and improvements               285,777               279,095
Transportation equipment and other             320,339               310,525

Total property and equipment                10,016,120             9,485,663

Less accumulated depreciation and
  amortization                              (1,634,811)          (1,484,345)
                                            $8,381,309            $8,001,318




     Capitalized interest, primarily on ships under construction, amounted
to $14.5 million and $21.5 million for the six months ended May 31, 2001 and
2000, respectively, and $8.0 million and $11.5 million for the three months
ended May 31, 2001 and 2000, respectively.

NOTE 3 - LONG-TERM DEBT

     Long-term debt consisted of the following (in thousands):



                                                  May 31,       November 30,
                                                   2001 (a)         2000 (a)

Euro note, secured by one ship, bearing
  interest at euribor plus 0.5% (5.3% at
  May 31, 2001), due through 2008               $  129,082        $  141,628
Commercial paper, bearing interest at 4.7%
  at May 31, 2001, due in 2001                     248,206           342,846
$200 million multi-currency revolving credit
  facility drawn in euros                                            160,862
Unsecured Debentures and Notes, bearing
  interest at rates ranging from 6.15% to
  7.7%, due through 2028                           848,719           848,657
Unsecured euro notes, bearing interest at
  rates ranging from euribor plus 0.19% to
  euribor plus 1.0% (5.2% to 5.8% at
  May 31, 2001), due 2001, 2005
  and 2006 (b)                                     727,948           475,400
Unsecured 5.57% euro notes, due in 2006            250,337
Unsecured euro note, bearing interest at
  euribor plus 0.25%                                                 338,676
Unsecured 2% Convertible Debentures, due in 2021   600,000
Other                                               30,219            39,227
                                                 2,834,511         2,347,296
Less portion due within one year                  (417,818)        (248,219)
                                                $2,416,693        $2,099,077

(a) All borrowings are in U.S. dollars unless otherwise noted.  Euro
denominated notes have been translated to U.S. dollars at the period end
exchange rate.

(b) In May 2001, we entered into a five-year, $218 million unsecured euro
denominated revolving credit facility, of which $192 million was
available at May 31, 2001.  We intend to refinance a $66 million
unsecured euro note, due in 2001, with proceeds from this revolver and,
accordingly, have classified this $66 million of outstanding debt as
long-term in the May 31, 2001 balance sheet.

     In April 2001 we issued $600 million of unsecured 2% debentures which
are convertible into our Common Stock at a conversion price of $39.14 per
share, subject to adjustment, during any fiscal quarter for which the
closing price of our Common Stock is greater than $43.05 for 20 out of the
last 30 trading days of the preceding fiscal quarter.  This condition was
not met during the quarter ended May 31, 2001 and, accordingly, the 15.3
million shares issuable upon conversion are not included in our earnings per
share computation (see Note 9).  Upon conversion of the debentures we may
choose to deliver, in lieu of our Common Stock, cash or a combination of
cash and Common Stock with a total value equal to the value of the Common
Stock otherwise deliverable.  Subsequent to April 15, 2008, we may redeem
the debentures for cash at their face value plus any unpaid accrued
interest.  In addition, at the option of the debenture holders, on any April
15 of 2005, 2008, and 2011, we may be required to repurchase any outstanding
debentures at their face value plus any unpaid accrued interest.  If such
option is exercised by the holders, we may choose to pay the purchase price
in cash, shares of Common Stock or a combination of cash and Common Stock.

     Effective July 2001, we replaced our expiring $1 billion unsecured
revolving credit facility and our $200 million unsecured multi-currency
revolving credit facility with a $1.4 billion unsecured multi-currency
revolving credit facility, due June 2006. The new revolving credit facility
bears interest at libor/euribor plus 17 basis points ("BPS"), which will
vary based on changes to our debt rating, if any, and provides for a
facility fee of eight BPS. Similar to our prior facility, our commercial
paper programs are supported by this new facility and, accordingly, any
funds outstanding under our commercial paper programs reduce the aggregate
amount available under this facility.

NOTE 4 - SHAREHOLDERS' EQUITY

     Our Articles of Incorporation authorize our Board of Directors, at its
discretion, to issue up to 40 million shares of Preferred Stock. The
Preferred Stock is issuable in series which may vary as to certain rights
and preferences at the discretion of our Board of Directors and has a $.01
par value.  At May 31, 2001 and November 30, 2000, no Preferred Stock had
been issued.

     During the six months ended May 31, 2001 and 2000, we declared cash
dividends of $.21 per share each period, or an aggregate of $122.9 million
and $128.2 million, respectively.


NOTE 5 - COMMITMENTS AND CONTINGENCIES

Ship Commitments

     A description of ships under contract for construction at May 31, 2001
was as follows (dollars in millions):



                          Expected                                Estimated
                           Service                   Passenger       Total
Ship                        Date(1)     Shipyard    Capacity(2)      Cost(3)


Carnival Cruise Lines
  Carnival Pride             1/02      Masa-Yards (4)     2,124      $  375
  Carnival Legend            9/02      Masa-Yards (4)     2,124         375
  Carnival Conquest         12/02      Fincantieri        2,974         500
  Carnival Glory             8/03      Fincantieri        2,974         500
  Carnival Miracle           4/04      Masa-Yards (4)     2,124         375
  Carnival Valor            11/04      Fincantieri(4)     2,974         500
    Total Carnival Cruise Lines                          15,294       2,625

Holland America Line
  Zuiderdam                 11/02      Fincantieri(4)     1,848         410
  Oosterdam                  8/03      Fincantieri(4)     1,848         410
  Newbuild                   2/04      Fincantieri(4)     1,848         410
  Newbuild                  10/04      Fincantieri(4)     1,848         410
  Newbuild                   6/05      Fincantieri(4)     1,848         410
    Total Holland America Line                            9,240       2,050

Costa Cruises
  Costa Mediterranea         7/03      Masa-Yards (5)     2,114         315
  Costa Fortuna              1/04      Fincantieri(6)     2,720         370
  Costa Magica              12/04      Fincantieri(6)     2,720         370
     Total Costa Cruises                                  7,554       1,055

Cunard Line
  Queen Mary 2              12/03      Chantiers de
                                       l'Atlantique(4)    2,620         780
     Total Cunard Line                                    2,620         780

       Total                                             34,708      $6,510


  (1) The expected service date is the date the ship is expected to begin
revenue generating activities.
  (2) In accordance with cruise industry practice, passenger capacity is
calculated based on two passengers per cabin even though some cabins can
accommodate three or four passengers.
  (3) Estimated total cost of the completed ship includes the contract price
with the shipyard, design and engineering fees, capitalized interest,
various owner supplied items and construction oversight costs.
  (4) These construction contracts are denominated in German marks, Italian
lira or euros and have been fixed into U.S. dollars through the utilization
of forward foreign currency contracts.
  (5) This construction contract is denominated in German marks which has a
fixed exchange rate with Costa's functional currency, which is the Italian
lira.  The estimated total cost has been translated into U.S. dollars using
the May 31, 2001 exchange rate.
  (6) These construction contracts are denominated in Italian lira, and the
estimated total costs have been translated into U.S. dollars using the May
31, 2001 exchange rate.

     In connection with the ships under contract for construction, we have
paid approximately $437.3 million through May 31, 2001 and we anticipate
paying approximately $620 million during the twelve month period ending May
31, 2002 and approximately $5.5 billion thereafter.

Litigation

     Several actions (collectively the "Passenger Complaints") have been
filed against us on behalf of purported classes of persons who paid port
charges to Carnival Cruise Lines ("Carnival"), Holland America Line
("Holland America") and Costa Cruises ("Costa"), alleging that statements
made in advertising and promotional materials concerning port charges were
false and misleading.  The Passenger Complaints allege violations of the
various state consumer protection acts and claims of fraud, conversion,
breach of fiduciary duties and unjust enrichment.  Plaintiffs seek
compensatory damages or, alternatively, refunds of portions of port charges
paid, attorneys' fees, costs, prejudgment interest, punitive damages and
injunctive and declaratory relief.

     Carnival recently entered into an agreement to settle the Passenger
Complaint filed against it.  A final order and judgment approving the
settlement was signed by the trial court.  Under the settlement agreement,
Carnival would issue travel vouchers with a face value of $25-$55 depending
on specified criteria, to certain of its passengers who sailed between April
1992 and June 1997.  The vouchers also provide class members with a cash
redemption option of up to 20% of the face value.  The aggregate face value
of travel vouchers that Carnival will issue, assuming no cash redemptions,
is approximately $125 million.  Alternatively, if all passengers elect the
cash redemption feature, the vouchers could be redeemed for approximately
$25 million in cash.  Pursuant to the settlement, Carnival will pay the
plaintiffs' legal fees awarded by the court.  Several plaintiffs who had
asserted objections to the settlement filed a notice of appeal from the
trial court order approving the settlement.

     Holland America Tours has entered into a settlement agreement for the
one Passenger Complaint filed against it.  The settlement agreement was
approved by the trial court on September 28, 1998.  Under the settlement
agreement, Holland America would issue a total of approximately $14 million
in travel vouchers with a face value of $10-$50 depending on specified
criteria, to certain of its passengers who are U.S. residents and who sailed
between April 1992 and April 1996, and would pay a portion of the
plaintiffs' legal fees.

     One member of the Holland America Tours settlement class appealed the
trial court's approval of the settlement.  In August 2000, the court of
appeals refused to approve the settlement and remanded the case to the trial
court.  At the request of Holland America Tours, the Washington Supreme
Court has agreed to review the court of appeals ruling.  A decision by the
Washington Supreme Court is expected by the end of 2001.

     At May 31, 2001 and November 30, 2000, an estimated accrued liability
of approximately $24 million has been included in the accompanying balance
sheets for the estimated cash redemptions and settlement costs of the
Passenger Complaints.

     If the Passenger Complaint settlements are implemented as described
above, the amount and timing of the travel vouchers to be redeemed for
travel and the effects of the travel voucher redemption on revenues are not
reasonably determinable.  Accordingly, we will account for the non-cash
redemption of the vouchers as a reduction of future revenues.

     Several actions have been filed against Carnival, Holland America Tours
and Costa alleging that they violated the Americans with Disabilities Act
("ADA") by failing to make certain of their cruise ships accessible to
individuals with disabilities (collectively the "ADA Complaints").
Plaintiffs seek injunctive relief and fees and costs.  Carnival has reached
an agreement with the plaintiffs to settle its ADA Complaint.  Pursuant to
the agreement, Carnival will make certain modifications to its existing 15
ships.  The final hearing is scheduled for September 25, 2001, when it is
anticipated that the court will issue final approval of this settlement.  We
believe that the estimated total cost of the modifications will not have a
material effect on our financial position.  The actions against Holland
America Tours and Costa are proceeding.

     Several actions filed in the U.S. District Court for the Southern
District of Florida against us and four of our officers on behalf of a
purported class of purchasers of our Common Stock were consolidated into one
action in Florida (the "Stock Purchase Complaint").  The plaintiffs are
claiming that statements we made in public filings violate federal
securities laws and seek unspecified compensatory damages, attorneys' fees
and costs and expert fees.  This action is proceeding.

     It is not now possible to determine the ultimate outcome of the pending
Passenger, ADA and Stock Purchase Complaints, if such claims should proceed
to trial.  We believe that we and our officers, as applicable, have
meritorious defenses to these claims and, accordingly, we all intend to
vigorously defend against all such claims.

     In August 2000, we received a grand jury subpoena requesting that we
produce documents and records concerning environmental matters.  We produced
documents in response to the subpoena and are engaged in discussions with
the Office of the United States Attorney for the Southern District of
Florida.  No charges have been lodged against us.  In the event that the
investigation results in adverse findings with regard to our compliance with
U.S. laws pertaining to the environment, a judgment could include fines and
mandatory provisions relating to future compliance practices, among other
forms of relief.  The ultimate outcome of this matter cannot be determined
at this time.

     In February 2001, Holland America Line, Inc. ("HAL, Inc."), our wholly
owned subsidiary, received a grand jury subpoena requesting that it produce
documents and records relating to the air emissions from Holland America
ships in Alaska.  HAL, Inc. is responding to the subpoena.

     Costa has instituted arbitration proceedings in Italy to confirm the
validity of its decision not to deliver its ship, the Costa Classica, to the
shipyard of Cammell Laird Holdings PLC ("Cammell Laird") under an
approximate $70 million contract for the conversion and lengthening of the
ship.  Costa has also given notice of termination of the contract.  It is
expected that the arbitration tribunal's decision will be made by early
2003.  In the event that an award is given in favor of Cammell Laird the
amount of damages which Costa will have to pay, if any, is not currently
determinable.  In addition, it is not currently possible to determine the
ultimate outcome of this matter, however, we believe that the arbitration
proceeding will result in a favorable outcome for us.

     In the normal course of business, various other claims and lawsuits
have been filed or are pending against us.  The majority of these claims and
lawsuits are covered by insurance.  We believe the outcome of any such
suits, which are not covered by insurance, would not have a material adverse
effect on our financial statements.

Contingent Obligations

     We have certain contingent obligations, including letters of credit, to
participants in lease out and lease back type transactions for three ships
which, at May 31, 2001, totaled approximately $779 million.  Only in the
remote event of nonperformance by certain major financial institutions, all
of which have long-term credit ratings of AAA or AA, would we be required to
make any payments under these contingent obligations.  Between 2017 and
2022, as applicable, we have the right to exercise purchase options that
would terminate these transactions.

Other Contingency

     In February, 2001, a three judge panel of the Ninth U.S. Circuit Court
of Appeals overturned a decision of the U.S. District Court for the District
of Alaska and ordered the District Court to enjoin a 1996 decision by the
National Park Service ("NPS") that had authorized additional cruise ship
entry permits for Glacier Bay National Park.  The Court of Appeals held that
the NPS should have prepared an environmental impact statement prior to
increasing the number of permits.  As a consequence of the 1996 NPS
decision, Holland America had been able to obtain additional entry permits
for the 2000-2004 period.  Other cruise lines had also received additional
entry permits.  At this time it is not clear whether the court injunction
will affect the remaining portion of the 2001 Alaska cruise season since the
District Court was given discretion as to whether or not to defer issuing
the injunction until after the 2001 season.  We anticipate that a decision
regarding the injunction will be made in late July 2001.  In addition, the
decision can still be appealed by the NPS to the U.S. Supreme Court. Holland
America will also be clarifying with the NPS as to exactly how many permits
may be impacted.  However, most Holland America permits will not be
withdrawn as a result of this decision since they were in effect prior to
the 1996 decision.  In addition, alternative destinations in Alaska can be
substituted for Glacier Bay.  Accordingly, we believe that if any permits
are withdrawn, the impact on our financial statements will not be material.


NOTE 6 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     Effective December 1, 2000, we adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, as amended, "Accounting for
Derivative Instruments and Hedging Activities", which requires that all
derivative instruments be recorded on the balance sheet at their fair value.
 Derivatives that are not hedges must be recorded at fair value and the
changes in fair value must be included in earnings.  If a derivative is a
fair value hedge, changes in the fair value of the derivative are offset
against the changes in the fair value of the underlying hedged firm
commitments.  If a derivative is a cash flow hedge, changes in the fair
value of the derivative are recognized in other comprehensive (loss) income
until the underlying hedged item is recognized in earnings.  The ineffective
portion of a hedge derivative's change in fair value is immediately
recognized in earnings. For the periods ended May 31, 2001, all net changes
in the fair value of both the fair value hedges and the related hedged firm
commitments and the cash flow hedges were immaterial, as were any
ineffective portions of these hedges.

     We have not made any changes to our hedge-related risk management
policies as a result of adopting SFAS No. 133.  The fair value of hedged
firm commitment assets on our balance sheet represents the unrealized gains
on our shipbuilding commitments denominated in foreign currencies because of
the strengthening of the dollar versus these currencies.  The fair value of
derivative contract liabilities principally represents the unrealized losses
on our forward foreign currency contracts relating to those same
shipbuilding commitments, which are used to fix the cost of our shipbuilding
commitments in U.S. dollars.



NOTE 7 - COMPREHENSIVE INCOME

     Comprehensive income was as follows (in thousands):



                                          Six Months          Three Months
                                          Ended May 31,        Ended May 31,
                                       2001        2000     2001       2000


Net income                          $314,913   $375,473  $186,963  $203,956
SFAS No. 133 transition adjustment    (4,214)
Changes in securities valuation
  allowance                            8,133     (1,690)    6,957      (906)
Foreign currency translation
  adjustment                         (16,964)   (35,233)  (18,861)  (16,544)
Changes related to cash
  flow derivative hedges                (831)              (4,246)
Total comprehensive income          $301,037   $338,550  $170,813  $186,506



NOTE 8 - SEGMENT INFORMATION

     Our cruise segment included six cruise brands in fiscal 2001 and five
cruise brands in fiscal 2000 which have been aggregated as a single
operating segment based on the similarity of their economic and other
characteristics. Cruise revenues are comprised of sales of passenger cruise
tickets, including, in some cases, air transportation to and from the cruise
ships, and revenues from certain onboard activities and other related
services. The tour segment represents the operations of Holland America
Tours.

     Selected segment information was as follows (in thousands):



                                  Six Months Ended     Six Months Ended
                                       May 31, 2001         May 31, 2000

                                           Operating             Operating
                                             income                income
                                 Revenues    (loss)    Revenues    (loss)

Cruise                          $2,054,591  $415,592  $1,663,135  $384,831
Tour                                38,758   (18,161)     44,768   (17,946)
Affiliated operations                        (44,024)               (5,909)
Intersegment elimination            (6,618)               (7,898)
Corporate                                     (6,559)               (7,039)
                                $2,086,731  $346,848  $1,700,005  $353,937


                                 Three Months Ended   Three Months Ended
                                       May 31, 2001         May 31, 2000

                                           Operating             Operating
                                             income                income
                                 Revenues    (loss)    Revenues    (loss)

Cruise                         $ 1,054,200  $241,236  $  845,284  $200,697
Tour                                31,070    (7,682)     37,333    (6,394)
Affiliated operations                        (22,961)                5,528
Intersegment elimination            (6,145)               (7,490)
Corporate                                     (2,686)               (5,412)
                               $ 1,079,125  $207,907  $  875,127  $194,419


Selected segment information which is not included in our consolidated
operations for  our affiliated operations segment was as follows (in
thousands):

                                 Six Months               Three Months
                                Ended May 31,             Ended May 31,

                              2001       2000            2001        2000


Revenues                   $3,131,848  $2,547,083    $1,631,094  $1,376,529
Net loss                   $ (160,258) $  (48,452)   $  (83,421) $   (4,428)


The table above represents 100% of the affiliated companies' results of
operations, and includes Costa in 2000 but not in 2001.


NOTE 9 - EARNINGS PER SHARE

     Earnings per share were computed as follows (in thousands, except per
share data):


                                       Six Months          Three Months
                                      Ended May 31,        Ended May 31,
                                     2001       2000       2001       2000

BASIC:
  Net income                       $314,913   $375,473   $186,963   $203,956
  Average common shares outstanding 584,001    611,559    584,150    606,051
  Earnings per share               $    .54   $    .61   $    .32   $    .34

DILUTED:
  Net income                       $314,913   $375,473   $186,963   $203,956
  Average common shares outstanding 584,001    611,559    584,150    606,051
  Effect of dilutive securities-
    shares issuable under various
    stock plans                       2,381      2,603      2,238      1,908
  Average shares outstanding
    assuming dilution               586,382    614,162    586,388    607,959
  Earnings per share               $    .54   $    .61   $    .32    $   .34


NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENT

     In December 1999, the Securities and Exchange Commission ("SEC")
released Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in
Financial Statements" to provide guidance on the recognition, presentation
and disclosure of revenues in financial statements. In June 2000, the SEC
issued SAB 101B, which delays our implementation date of SAB 101 until not
later than September 1, 2001. We believe that our current revenue
recognition policies are in conformity, in all material respects, with this
SAB and do not expect that our adoption of this SAB will have a material
impact on our financial statements.

NOTE 11 - SUBSEQUENT EVENTS

     On June 1, 2001 we sold our investment in Airtours plc which resulted
in a nonoperating net gain of approximately $100 million and net cash
proceeds of approximately $492 million which will be recorded in our third
fiscal quarter of 2001.

     On July 6, 2001 we entered into an agreement to sell the Seabourn
Goddess I and Seabourn Goddess II, which is anticipated to close on August
31, 2001.  We expect that a nonoperating loss of approximately $13 million
will be recorded in the third quarter of fiscal 2001 as a result of this
sale.


Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations.


     Certain statements under Item 2, "Management's Discussion and Analysis
of Financial Condition and Results of Operations", constitute
"forward-looking statements" under the Private Securities Litigation Reform
Act of 1995. See "PART II. OTHER INFORMATION, Item 5.(a)Forward-Looking
Statements".

RESULTS OF OPERATIONS

     We earn our cruise revenues primarily from:
        -the sale of passenger cruise tickets, which includes
         accommodations, meals, and most onboard activities,
        -the sale of air transportation to and from the cruise
         ships and
        -the sale of goods and services on board the cruise ships, such
         as casino gaming, bar sales, gift shop sales and other related
         services.

We also derive revenues from the tour and related operations of Holland
America Tours.

     For selected segment information related to our revenues, operating
income and affiliated operations segment see Note 8 in the accompanying
financial statements.  Operations data expressed as a percentage of total
revenues and selected statistical information was as follows:



                                   Six Months             Three Months
                                  Ended May 31,           Ended May 31,
                                 2001        2000       2001         2000

Revenues                         100%        100%       100%         100%

Costs and Expenses
  Operating expenses              58          57         56           57
  Selling and administrative      15          14         14           14
  Depreciation and amortization    9           8          9            8
Operating Income Before (Loss) Income
  from Affiliated Operations      18          21         21           21
(Loss) Income from Affiliated
  Operations, Net                 (2)          -         (2)           1
Operating Income                  16          21         19           22
Nonoperating (Expense) Income     (1)          1         (2)           1
Net Income                        15%         22%        17%          23%

Selected Statistical Information (in thousands):
  Passengers carried           1,602       1,208        816          643
  Available lower berth days  10,095       7,704      5,151        3,990
  Occupancy percentage         103.9%      102.8%     102.5%       102.3%

Note:  Commencing in fiscal 2001, our statements of operations and selected
statistical information include the consolidation of Costa's results of
operations. In fiscal 2000, Costa's results of operations were included in
affiliated operations and were not included in the 2000 statistical
information.

GENERAL

     Our cruise and tour operations experience varying degrees of
seasonality. Our revenue from the sale of passenger tickets for our cruise
operations is moderately seasonal. Historically, demand for cruises has been
greatest during the summer months. Our tour revenues are highly seasonal,
with a vast majority of tour revenues generated during the late spring and
summer months in conjunction with the Alaska cruise season.

     Through fiscal 2000, we recorded our share of Airtours and Costa's
operating results in earnings from affiliated operations on a two-month lag
basis. Beginning in fiscal 2001, all of Costa's results of operations were
consolidated into our financial statements on a current month basis, thus
eliminating the two-month lag in reporting Costa's results of operations.
This change in the timing of reporting periods, as well as Costa's greater
seasonality, will increase the seasonality of our quarterly results of
operations, most significantly between our third and fourth fiscal quarters.
Costa's seasonally strong summer results of operations will be recorded in
the Company's third quarter in fiscal 2001 versus in the fourth quarter in
fiscal 2000.

     In addition, on June 1, 2001 we sold our investment in Airtours and,
accordingly, will cease recording Airtours' results in our affiliated
operations as of the beginning of our third quarter of fiscal 2001.
Historically, Airtours' results have been very seasonal, with losses
recorded in the first half of our fiscal year and substantially all of
Airtours' profits being recognized in our fourth quarter.  On an annual
basis, the sale of our investment in Airtours is not expected to be dilutive
to our earnings and thus, is not expected to be dilutive to our fiscal 2002
earnings per share. However, because of the seasonality of Airtours'
profitability, the sale of our Airtours investment is expected to reduce our
second half of fiscal 2001 net earnings by approximately $.07 to $.08 per
share, excluding the one-time gain from the sale (see Note 11 in the
accompanying financial statements for a discussion of this gain).

     Average passenger capacity for our cruise brands, excluding Costa, is
expected to increase by 10.2% and 6.4% in the third and fourth quarters of
fiscal 2001, respectively, as compared to the same periods of fiscal 2000.
These increases are primarily a result of the introduction into service of
the Carnival Victory in August 2000, Holland America's Amsterdam in October
2000, and the Carnival Spirit in April 2001, partially offset by the
withdrawal from service of Holland America's Nieuw Amsterdam in October 2000
and the expected sale of the Seabourn Goddess I and Seabourn Goddess II in
August 2001. The consolidation of Costa in fiscal 2001 is expected to
increase our consolidated capacity by an additional 21.5% and 20.3% in the
third and fourth quarters of fiscal 2001, respectively, although the impact
on our net income will be much less, as a majority of Costa's net income was
included in affiliated operations in prior years.

     The year over year percentage increase in our average passenger
capacity resulting primarily from the delivery of ships currently under
contract for construction for fiscal 2002 and 2003 is expected to
approximate 6% and 13%, respectively, net of the expected sale of the
Seabourn Goddess I and Seabourn Goddess II in August 2001.

SIX MONTHS ENDED MAY 31, 2001 ("2001") COMPARED
TO SIX MONTHS ENDED MAY 31, 2000 ("2000")

     Revenues

     Revenues increased $386.7 million, or 22.7%, in 2001 compared to 2000,
due to a 23.5% increase in cruise revenues. Approximately $259.8 million of
the cruise revenue increase was due to the consolidation of Costa, and
$131.7 million was due to increased cruise revenues from our other brands.
The other brands' cruise revenue change resulted from an increase of
approximately 11.1% in passenger capacity and a 1.6% increase in occupancy
rates, partially offset by a 4.7% decrease in gross revenue per passenger
cruise day.   This increase in passenger capacity resulted primarily from
the introduction into service of the Carnival Victory in August 2000 and
Holland America's Zaandam and Amsterdam in May 2000 and October 2000,
respectively, partially offset by the sale of Holland America's Nieuw
Amsterdam in October 2000. The decrease in gross revenue per passenger
cruise day was primarily due to lower cruise ticket prices for this year's
New Year's cruises compared to the higher-priced Millennium/New Year's
sailings last year.  In addition, our luxury cruise brands, which comprised
approximately 10% of our capacity, realized significantly lower pricing
during most of 2001 compared to the same period last year.

     Costs and Expenses

     Operating expenses increased $238.9 million, or 24.8%, in 2001 compared
to 2000. Cruise operating costs increased by $243.4 million, or 26.3%, to
$1.17 billion in 2001 from $926.6 million in 2000. Approximately $171.1
million of the cruise operating cost increase was due to the consolidation
of Costa and the remaining $72.3 million of the increase was from our other
brands. Cruise operating costs, excluding Costa, increased in 2001 primarily
due to additional costs associated with the 11.1% increase in passenger
capacity, partially offset by a 4.1% decrease in operating expenses per
available berth day. Excluding Costa, cruise operating costs as a percentage
of cruise revenues were 55.7% in both 2001 and 2000.

     Selling and administrative expenses increased $68.7 million, or 28.4%,
to $310.5 million in 2001 from $241.7 million in 2000.  Approximately $48.9
million of this increase was due to the consolidation of Costa, and the
remaining $19.8 million was from our other brands. Selling and
administrative expenses, excluding Costa, increased primarily as a result of
the 11.1% increase in passenger capacity, partially offset by a 2.6%
decrease in selling and administrative expenses per available berth day.
Excluding Costa, selling and administrative expenses as a percentage of
revenues were 14.3% and 14.2% during 2001 and 2000, respectively.

     Depreciation and amortization increased $48.1 million, or 35.4%, in
2001 compared to 2000.  This increase was primarily due to the consolidation
of Costa which accounted for approximately $25 million, and the majority of
the remaining increase was due to the net expansion of the fleet.

     Affiliated Operations

     During 2001, we recorded $44 million of losses from affiliated
operations as compared with $5.9 million of losses in 2000. Our portion of
Airtours' losses in 2001 was $43.3 million as compared to $27.4 million of
losses in 2000. We recorded income of $19.9 million during 2000, related to
our interest in Costa. In fiscal 2001, Costa has been consolidated. See the
three month analysis below for a discussion of certain non-recurring events
and the "General" section for a discussion of Airtours' and Costa's
seasonality.

     Nonoperating (Expense) Income

    Gross interest expense (excluding capitalized interest) increased to
$76.6 million in 2001 from $37.0 million in 2000 primarily as a result of
higher average outstanding debt balances.  Approximately $33.0 million of
this increase was due to the acquisition and consolidation of Costa and the
remaining increase was due principally to the purchase of Treasury Stock
during 2000. Capitalized interest decreased $7.0 million during 2001 as
compared to 2000 due primarily to lower average levels of investment in ship
construction projects.

     Other income in 2001 of $12.3 million includes a $13 million gain
arising from a settlement agreement with the manufacturers of certain of our
ship propulsion systems to reimburse us for lost revenues and expenses due
to disruption in service during 2000 and a $16.1 million gain from the sale
of our investment in CRC Holdings, Inc., partially offset by $9.2 million of
asset write-downs and $6.0 million of estimated litigation related expenses.

THREE MONTHS ENDED MAY 31, 2001 ("2001") COMPARED
TO THREE MONTHS ENDED MAY 31, 2000 ("2000")

     Revenues

     Revenues increased $204.0 million, or 23.3%, in 2001 compared to 2000,
due to a 24.7% increase in cruise revenues.  Approximately $133.5 million of
the cruise revenue increase was due to the consolidation of Costa, and $75.4
was due to increased cruise revenues from our other brands.  The other
brands' cruise revenue change resulted from an increase of approximately
8.4% in passenger capacity and a 0.8% increase in occupancy rates slightly
offset by a 0.3% decrease in gross revenue per passenger cruise day. This
increase in passenger capacity resulted primarily from the introduction into
service of the Carnival Victory in August 2000 and Holland America's Zaandam
and Amsterdam in May 2000 and October 2000, respectively, and the Carnival
Spirit in April 2001, partially offset by the sale of Holland America's
Nieuw Amsterdam in October 2000.


     Costs and Expenses

     Operating expenses increased $104.2 million, or 21.0% in 2001 compared
to 2000. Cruise operating costs increased by $108.3 million, or 23.0%, to
$579.0 million in 2001 from $470.7 million in 2000. Approximately $84.4
million of the cruise operating cost increase was due to the consolidation
of Costa and the remaining $23.9 million of the increase was from our other
brands. Cruise operating costs, excluding Costa, increased in 2001 primarily
due to additional costs associated with the 8.4% increase in passenger
capacity, partially offset by a 2.4% decrease in operating expenses per
available berth day. Excluding Costa, cruise operating costs as a percentage
of cruise revenues were 53.7% and 55.7% in 2001 and 2000, respectively.

     Selling and administrative expenses increased $33.7 million, or 27.9%,
to $154.6 million in 2001 from $120.8 million in 2000.  Approximately $25.0.
million of this increase was due to the consolidation of Costa, and the
remaining $8.7 million was from our other brands. Selling and administrative
expenses, excluding Costa, increased primarily as a result of the 8.4%
increase in passenger capacity, partially offset by a 1.0% decrease in
selling and administrative expenses per available berth day. Excluding
Costa, selling and administrative expenses as a percentage of revenues were
13.7% and 13.8% during 2001 and 2000, respectively.

     Depreciation and amortization increased by $24.1 million, or 35.2% in
2001 compared to 2000. This increase was primarily due to the consolidation
of Costa which accounted for approximately $12.5 million, and the majority
of the remaining increase was due to the net expansion of the fleet.

     Affiliated Operations

     During 2001, we recorded $23 million of losses from affiliated
operations as compared with $5.5 million of income in 2000. Our portion of
Airtours' losses in 2001 was $22.2 million as compared to $11.0 million of
losses in 2000. We recorded income of $15.1 million during 2000, related to
our interest in Costa.  In fiscal 2001, Costa has been consolidated. During
2000, our results from affiliated operations included non-recurring net
gains of $10.7 million primarily related to a reversal of Costa tax
liabilities.

     Nonoperating (Expense) Income

     Gross interest expense (excluding capitalized interest) increased to
$38.2 million in 2001 from $18.4 million in 2000 primarily as a result of
higher average outstanding debt balances.  Approximately $16.7 million of
this increase was due to the acquisition and consolidation of Costa and the
remaining increase was due primarily to the purchase of Treasury Stock
during 2000. Capitalized interest decreased $3.5 million during 2001 as
compared to 2000 due primarily to lower average level of investment in ship
construction projects.

     Other income in 2001 of $0.4 million includes a $16.1 million gain from
the sale of our investment in CRC Holdings, Inc., partially offset by $9.2
million of asset write-downs and $6.0 million of estimated litigation
related expenses.

LIQUIDITY AND CAPITAL RESOURCES

     Sources and Uses of Cash

     Our business provided $640.3 million of net cash from operations during
the six months ended May 31, 2001, an increase of 4.2% compared to 2000.

     During the six months ended May 31, 2001, our net expenditures for
capital projects were approximately $591.5 million, of which $489.6 million
was spent in connection with our ongoing shipbuilding program. The
nonshipbuilding capital expenditures consisted primarily of ship
refurbishments, information technology assets, tour assets and other.

     During the six months ended May 31, 2001, we made net payments of $94.6
million under our commercial paper programs and made principal payments
related to other debt totaling $639.3 million.  In addition, we raised
proceeds of approximately $265 million from the March 2001 issuance of 5.57%
unsecured euro notes and $600 million from the issuance of 2% Convertible
Debentures in April 2001. We also paid cash dividends of $122.8 million in
the first six months of fiscal 2001.

     Future Commitments and Funding Sources

     As of May 31, 2001, we had noncancelable contracts for the delivery of
fifteen new ships over the next four years. Our remaining obligations
related to these ships under contract for construction is to pay
approximately $620 million during the twelve months ending May 31, 2002 and
approximately $5.5 billion thereafter.

     At May 31, 2001, we had $2.83 billion of long-term debt of which $417.8
million is due during the twelve months ending May 31, 2002.  See Notes 3
and 5 in the accompanying financial statements for more information
regarding our debt and commitments.

     At May 31, 2001, we had approximately $667 million of cash and cash
equivalents.  In June 2001, we received $492 million in net proceeds from
the sale of our investment in Airtours and repaid $100 million of our
outstanding commercial paper.  These funds along with future cash from
operations are expected to be our principal funding sources for capital
projects, debt service requirements, dividend payments and working capital.
 Our new $1.4 billion multi-currency revolving credit facility, effective in
July 2001, had approximately $1.25 billion available for borrowing as of
July 12, 2001.  In addition, at May 31, 2001 we had $192 million available
under our $218 million euro denominated revolving credit facility.

     To the extent that we are required, or choose, to fund future cash
requirements from sources other than as discussed above, we believe that we
will be able to secure such financing from banks or through the offering of
debt and/or equity securities in the public or private markets.  However, no
assurance can be given that we will be able to obtain any such financing.


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

     Several actions collectively referred to as the "Passenger Complaints"
were previously reported in our Annual Report on Form 10-K for the year
ended November 30, 2000 (the "2000 Form 10-K") and our Quarterly Report on
Form 10-Q for the quarter ended February 28, 2001 (the "First Quarter 2001
10-Q").  The following are material subsequent developments in such cases.

     On May 2, 2001, the Circuit Court for the Eleventh Judicial Circuit in
Miami-Dade County granted final approval of the settlement of the Passenger
Complaint against Carnival.  Carnival will also pay the plaintiffs' legal
fees and expenses awarded by the court.  The court signed a written order
reflecting this decision on May 16, 2001.  On June 14, 2001, several
plaintiffs who had asserted objections to the settlement filed a notice of
appeal from the final order approving the settlement.

     Several actions collectively referred to as the "ADA Complaints" were
previously reported in the 2000 Form 10-K and the First Quarter 2001 10-Q.
The following are material subsequent developments in such cases.

     The ADA Complaint filed against Carnival by Bernard Walker and
Christina Adams in the U.S. District Court for the Northern District of
California has been settled.  Carnival has agreed to make certain
modifications to one of its ships, the Holiday, and to the payment of
damages to the individual plaintiffs and attorney's fees. The total cost of
the settlement is not material to our financial statements.

Item 4. Submission of Matters to a Vote of Security Holders.

     The annual meeting of our shareholders was held on April 17, 2001 (the
"Annual Meeting").  Holders of Common Stock were entitled to elect fourteen
directors.  On all matters which came before the Annual Meeting, holders of
Common Stock were entitled to one vote for each share held.  Proxies for
512,862,876 of the 584,714,214 shares of Common Stock entitled to vote were
received in connection with the Annual Meeting.


     The following table sets forth the names of the fourteen persons
elected at the Annual Meeting to serve as directors until the next annual
meeting of shareholders of the Company and the number of votes cast for,
against or withheld with respect to each person.

NAME OF DIRECTOR                      FOR          AGAINST        WITHHELD
Micky Arison                      480,463,596        -0-         32,399,280
Shari Arison                      504,868,653        -0-          7,994,223
Maks L. Birnbach                  504,143,158        -0-          8,719,718
Richard G. Capen, Jr.             505,696,739        -0-          7,166,137
Robert H. Dickinson               504,818,798        -0-          8,044,078
Arnold W. Donald                  505,601,847        -0-          7,261,029
James M. Dubin                    505,015,030        -0-          7,847,846
Howard S. Frank                   505,012,451        -0-          7,850,425
A. Kirk Lanterman                 504,885,240        -0-          7,977,636
Modesto A. Maidique               505,663,758        -0-          7,199,118
Stuart Subotnick                  504,822,980        -0-          8,039,896
Sherwood M. Weiser                502,540,162        -0-         10,322,714
Meshulam Zonis                    504,570,200        -0-          8,292,676
Uzi Zucker                        502,633,816        -0-         10,229,060

The following table sets forth certain additional matters which were
submitted to the shareholders for approval at the Annual Meeting and the
tabulation of the votes with respect to each such matter.

                                                                     BROKER
MATTER                           FOR         AGAINST    WITHHELD    NONVOTES

Approval of an amendment
to our 1992 Stock Option
Plan to increase the number
of shares reserved for
issuance from 12 million
shares to 20 million shares  451,303,699    59,823,819  1,724,240    11,118


Approval of the Carnival
Corporation 2001 Outside
Director Stock Option Plan   485,361,455    25,649,673  1,840,630    11,118


Approval of Pricewaterhouse-
Coopers LLP as independent
certified public accountants
for the fiscal year ending
November 30, 2001            502,706,865     8,647,989  1,508,022      -0-



Item 5.  Other Information.

(a) Forward-Looking Statements

     Certain statements in this Form 10-Q and in the future filings by us
with the Securities and Exchange Commission, in our press releases, and in
oral statements and presentations made by or with the approval of one of our
authorized executive officers constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. We have
tried, wherever possible, to identify such statements by using words such as
"anticipate," "believe," "expect," "intend," and words and terms of similar
substance in connection with any discussion of future operating or financial
performance.  All forward-looking statements, including those which may
impact the forecasting of our net revenue yields, involve known and unknown
risks, uncertainties and other factors, which may cause our actual results,
performances or achievements to be materially different from any future
results, performances or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following:  general economic and business conditions which may impact levels
of disposable income of consumers and the net revenue yields for our cruise
products; consumer demand for cruises, including the effects on consumer
demand of armed conflicts, political instability or adverse media publicity;
increases in cruise industry capacity; cruise and other vacation industry
competition; continued availability of attractive port destinations; changes
in tax laws and regulations; our ability to implement our shipbuilding
program and to continue to expand our business outside the North American
market; our ability to attract and retain shipboard crew; changes in foreign
currency exchange rates, food and fuel commodity prices and interest rates;
weather patterns; unscheduled ship repairs and drydocking; incidents
involving cruise ships; impact of pending or threatened litigation and
changes in laws and regulations applicable to us.

     We do not assume the obligation to update any forward-looking
statements, and unless specifically noted otherwise, all forward-looking
statements speak only as of the date of this report.  One should carefully
evaluate such statements in light of factors described in our filings with
the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and
8-K, if any.  In Item 1. of  our Annual Report on Form 10-K for the year
ended November 30, 2000 and above, we discuss various important factors,
among others, that could cause actual results to differ from expected or
historic results.  We note these factors for investors as permitted by the
Private Securities Litigation Reform Act of 1995.  One should understand
that it is not possible to predict or identify all such factors.
Consequently, the reader should not consider any such list to be a complete
statement of all potential risks or uncertainties.

Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits

    10.1  Revolving Credit Agreement, by and among Carnival Corporation, The
Chase Manhattan Bank and various other lenders.

    10.2  Indenture, dated as of April 25, 2001, between Carnival
Corporation and U.S. Bank Trust National Association, as trustee,
relating to unsecured and unsubordinated debt securities
(incorporated by reference to Exhibit 4.5 to the Registrant's
registration statement on Form S-3 filed on June 13, 2001, file no.
333-62950).

    10.3  First Supplemental Indenture, dated as of April 25, 2001, between
Carnival Corporation and U.S. Bank Trust National Association, as
trustee, creating a series of securities designated 2% Convertible
Senior Debentures due 2021 (incorporated by reference to Exhibit 4.6
to the Registrant's registration statement on Form S-3 filed on June
13, 2001, file no. 333-62950).

    10.4  Registration Rights Agreement, dated as of April 25, 2001, among
Carnival Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated (incorporated by reference to Exhibit
4.7 to the Registrant's registration statement on Form S-3 filed on
June 13, 2001, file no. 333-62950).

    12    Ratio of Earnings to Fixed Charges.


(b) Reports on Form 8-K

     Current Report on Form 8-K filed with the Commission on April 27, 2001
related to the issuance of $600 million aggregate principal amount of 2%
convertible senior debentures due April 25, 2021.


                                    SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       CARNIVAL CORPORATION



Date: July 13, 2001                     BY/s/ Howard S. Frank
                                          Howard S. Frank
                                          Vice Chairman of the Board of
                                          Directors and Chief
                                          Operating Officer


Date: July 13, 2001                     BY/s/ Gerald R. Cahill
                                          Gerald R. Cahill
                                          Senior Vice President-Finance
                                          and Chief Financial and
                                          Accounting Officer



EXHIBIT 10.1

U.S. $1,400,000,000
REVOLVING CREDIT AGREEMENT
Dated as of June 26, 2001
Among
CARNIVAL CORPORATION,
as a Borrower and Guarantor,
Any Additional Borrowers Party Hereto,
The Lenders Party Hereto,
THE CHASE MANHATTAN BANK,
as Agent,
BANK OF AMERICA, N.A.,
as Syndication Agent,
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arranger,
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arranger
And
BNP PARIBAS,
CITIBANK N.A.,
and
UBM-UNICREDIT BANCA MOBILIARE,
as Co-Documentation Agents





Table of Contents

Page
PRELIMINARY STATEMENTS	9

ARTICLE I Definitions	9
SECTION 1.01. Definitions.	9
SECTION 1.02. Governing Language.	9
SECTION 1.03. Computation of Time Periods.	9
SECTION 1.04. Classification of Loans and Borrowings.	9
SECTION 1.05. Terms Generally.	9
SECTION 1.06. Accounting Terms; GAAP.	9

ARTICLE II The Credits	9
SECTION 2.01. Commitments.	9
SECTION 2.02. Loans and Borrowings.	9
SECTION 2.03. Requests for Revolving Borrowings.	9
SECTION 2.04. Competitive Bid Procedure.	9
SECTION 2.05. Funding of Borrowings.	9
SECTION 2.06. Interest Elections.	9
SECTION 2.07. Termination and Reduction of Commitments.	9
SECTION 2.08. Repayment of Loans; Evidence of Debt.	9
SECTION 2.09. Prepayment of Loans.	9
SECTION 2.10. Fees.	9
SECTION 2.11. Interest.	9
SECTION 2.12. Alternate Rate of Interest.	9
SECTION 2.13. Increased Costs.	9
SECTION 2.14. Break Funding Payments.	9
SECTION 2.15. Taxes.	9
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.	9
SECTION 2.17. Mitigation Obligations; Replacement of Lenders.	9
SECTION 2.18. Borrowing Subsidiaries.	9
SECTION 2.19. Additional Reserve Costs.	9
SECTION 2.20. Redenomination of Certain Designated Foreign
Currencies.	9
SECTION 2.21. Assigned Dollar Value.	9
SECTION 2.22. Borrowers' Increase of Commitments.	9

ARTICLE III Conditions of Lending	9
SECTION 3.01. Conditions Precedent to Initial Loans to be Made On
or After the Closing Date.	9
SECTION 3.02. Conditions Precedent to Each Revolving Borrowing.	9
SECTION 3.03. Conditions Precedent to Each Competitive Loan
Borrowing.	9
SECTION 3.04. Initial Borrowing by each Borrowing Subsidiary.	9

ARTICLE IV Representations and Warranties	9
SECTION 4.01. Representations and Warranties of the Borrowers.	9
(a) Due Existence; Compliance.	9
(b) Corporate Authorities; No Conflicts.	9
(c) Government Approvals and Authorizations.	9
(d) Legal, Valid and Binding.	9
(e) Financial Information.	9
(f) Litigation and Environmental.	9
(g) Immunities.	9
(h) No Taxes.	9
(i) No Filing.	9
(j) No Defaults.	9
(k) Margin Regulations.	9
(l) Investment Company Act.	9
(m) Taxes Paid.	9
(n) Disclosure.	9
(o) Good Title.	9
(p) ERISA.	9

ARTICLE V Covenants of the Borrowers	9
SECTION 5.01. Affirmative Covenants.	9
(a) Compliance with Laws.	9
(b) Use of Proceeds.	9
(c) Financial Information; Defaults.	9
(d) Financial Covenants.	9
(e) Corporate Existence, Mergers.	9
(f) Insurance.	9
(g) Actions Respecting Certain Excess Sale Proceeds.	9
(h) Payment of Obligations.	9
(i) Maintenance of Properties.	9
(j) Further Assurances.	9

SECTION 5.02. Negative Covenants.	9
(a) Sale of Assets.	9
(b) Limitation on Payment Restrictions Affecting Subsidiaries.	9
(c) Transactions with Officers, Directors and Shareholders.	9
(d) Compliance with ERISA.	9
(e) Investment Company.	9
(f) Liens.	9
(g) Organizational Documents.	9

ARTICLE VI Default	9
SECTION 6.01. Events of Default.	9

ARTICLE VII Relation of Lenders; Assignments, Designations And
Participations	9
SECTION 7.01. Lenders and Agent.	9
SECTION 7.02. Setoff.	9
SECTION 7.03. Approvals.	9
SECTION 7.04. Exculpation.	9
SECTION 7.05. Indemnification.	9
SECTION 7.06. Agent as Lender.	9
SECTION 7.07. Notice of Transfer; Resignation; Successor Agent.	9
SECTION 7.08. Credit Decision; Not Trustee.	9
SECTION 7.09. Assignments, Designations and Participation.	9
SECTION 7.10. Syndication Agent and Co-Documentation Agents.	9

ARTICLE VIII Guarantee	9

ARTICLE IX Miscellaneous	9
SECTION 9.01. Amendments.	9
SECTION 9.02. Notices.	9
SECTION 9.03. No Waiver; Remedies.	9
SECTION 9.04. Costs, Expenses, Fees and Indemnities.	9
SECTION 9.05. Judgment.	9
SECTION 9.06. Consent to Jurisdiction; Waiver of Immunities.	9
SECTION 9.07. Binding Effect; Merger; Severability; GOVERNING LAW.
	9
SECTION 9.08. Counterparts.	9
SECTION 9.09. WAIVER OF JURY TRIAL.	9

Schedule I-  List of Applicable Lending Offices
Exhibit A-   Form of Assignment and Acceptance
Exhibit B-   Form of Designation Agreement
Exhibit C-1- Form of Opinion of General Counsel of the Borrower
Exhibit C-2  Form of Opinion of Special Panamanian Counsel to the Company
Exhibit D-   Form of Assumption Agreement
Exhibit E-1- Form of Borrowing Subsidiary Agreement
Exhibit E-2- Form of Borrowing Subsidiary Termination
Exhibit F-   Reserve Costs
Exhibit G-1- Form of Competitive Bid Request
Exhibit G-2- Form of Competitive Bid


REVOLVING CREDIT AGREEMENT

This Revolving Credit Agreement, dated as of
June 26, 2001, is made and entered into by and among
CARNIVAL CORPORATION (the "Company"), a corporation
organized and existing under the laws of The Republic
of Panama ("Panama"), any additional Borrowers party
hereto,  THE CHASE MANHATTAN BANK, a New York banking
corporation ("Chase"), and each of the other banks or
other institutions whose names may appear on the
signature pages of this Agreement (each a "Bank" and,
collectively, the "Banks") or, if applicable, in the
Register for whom Chase, subject to Article VII of
this Agreement, acts as Agent, and subject to Section
7.10 of this Credit Agreement, BANK OF AMERICA, N.A.
("Bank of America") acts as Syndication Agent and BNP
Paribas, Citibank, N.A. and UBM-Unicredit Banca
Mobiliare act as Co-Documentation Agents.
Capitalized terms not otherwise herein defined shall
have the respective meanings set forth below in
Section 1.01.
PRELIMINARY STATEMENTS

(1) The Borrowers desire to borrow from the Lenders upon the terms and
conditions set forth herein.
(2) The Lenders have agreed severally, but not jointly, each for the
aggregate amount and in the percentage interest (as to each Lender, the
"Percentage Interest") set forth opposite each Lender's name and signature,
below, or if applicable, in any relevant amendment hereto, or, if applicable,
in the Register, to provide credits upon the terms and conditions set forth
herein.
(3) The Lenders have requested the Agent, and the Agent has agreed,
to act on behalf of the Lenders in accordance with the terms and conditions set
forth herein.
Now, therefore, the Borrowers, the Lenders and the Agent hereby agree among
themselves as follows:


Definitions
Definitions.
  As used in this Agreement, each of the following terms shall have the
respective meaning set forth below (such meanings, unless otherwise
indicated, to apply to both the singular and plural forms of the terms
defined):

"ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

"Adjusted LIBO Rate" means, with respect to any Eurocurrency Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Agent.

"Affiliate"  means, with respect to any Person, any other Person
controlling, controlled by or under common control with, such Person.  For
purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling", "controlled by" and "under common control
with"), as applied to any Person, means the possession, directly or
indirectly, of the power to vote ten percent (10%) or more of the securities
having voting power for the election of directors of such Person, or
otherwise to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting securities or by
contract or otherwise.  With respect to any Lender, the term "Affiliate"
shall be deemed to include (a) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing,
holding or otherwise investing in bank loans and similar extensions of
credit in the ordinary course of its business and is administered or managed
by such Lender or an Affiliate of such Lender and (b) in the case of any
Lender that is a fund that invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

"Agent" shall mean The Chase Manhattan Bank, and any successor agent under
this Agreement.

"Agreement" means this Agreement, as it may be amended, supplemented or
otherwise modified from time to time.

"Alternate Base Rate" means, for any day, an interest rate per annum equal
to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD
Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%.  Any change in the Alternate Base Rate
due to a change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of
such change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate, respectively.

"Alternative Committed Currency" means British Pounds Sterling or Euro.

"Alternative Currency" means (a) any Alternative Committed Currency or Yen
or (b) any other currency specified by the Company in a Competitive Bid
Request relating to a proposed Competitive Borrowing if such currency is
freely transferable and convertible into Dollars in the London market at the
time and for which LIBO Rates may be determined at such time by reference to
the Telerate screen as provided in the definition of "LIBO Rate".

"Alternative Currency Borrowing" means a Borrowing comprised of Alternative
Currency Loans.

"Alternative Currency Equivalent" means, with respect to an amount in
Dollars on any date in relation to a specified Alternative Currency, the
amount of such specified Alternative Currency that may be purchased with
such amount of Dollars at the Spot Exchange Rate with respect to such
Alternative Currency on such date.

"Alternative Currency Loan" means any Loan denominated in an Alternative
Currency.

"Applicable Currency" has the meaning assigned to such term in Section 2.12.

"Applicable Percentage" means, with respect to any Lender, the percentage of
the total Commitments represented by such Lender's Commitment.  If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect
to any assignments.

"Applicable Rate" means, for any day, with respect to any Eurocurrency
Revolving Loan, or with respect to the facility fees payable hereunder, as
the case may be, the applicable rate per annum set forth below under the
caption "Eurocurrency Spread" or "Facility Fee Rate", as the case may be,
based upon the ratings by Moody's and S&P, respectively, applicable on such
date to the Index Debt:

Index Debt Ratings:  Ratings  Eurocurrency Spread  Facility Fee Rate
Category 1	           AA-/Aa3     0.140%             0.060%
Category 2           A+/A1       0.155%             0.070%
Category 3           A/A2        0.170%             0.080%
Category 4           A-/A3       0.200%             0.100%
Category 5	           BBB+/Baa1   0.375%             0.125%
Category 6	           BBB/Baa2    0.600%             0.150%
Category 7	           BBB-/Baa3   0.750%             0.250%
For purposes of the foregoing, (a) if either Moody's or S&P shall not have
in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then (i)
Fitch, Inc. shall be substituted for such rating agency and (ii) if Fitch,
Inc. shall not have in effect a rating for the Index Debt (other than by
reason of the circumstances referred to in the last sentence of this
definition), then such rating agency shall be deemed to have established a
rating in Category 7; (b) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt shall fall within
different Categories, the Applicable Rate shall be based on the higher of
the two ratings unless one of the two ratings is two or more Categories
lower than the other, in which case the Applicable Rate shall be determined
by reference to the Category next below that of the higher of the two
ratings; and (c) if the ratings established or deemed to have been
established by Moody's and S&P (or, if applicable, Fitch, Inc.) for the
Index Debt shall be changed (other than as a result of a change in the
rating system of Moody's or S&P (or, if applicable, Fitch, Inc.)), such
change shall be effective as of the date on which it is first announced by
the applicable rating agency.  Each change in the Applicable Rate shall
apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such
change.  If the rating system of Moody's, S&P (or, if applicable, Fitch,
Inc.) shall change, or if any such applicable rating agency shall cease to
be in the business of rating corporate debt obligations, the Borrowers and
the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from
such rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently
in effect prior to such change or cessation.

"Assessment Rate" means, for any day, the annual assessment rate in effect
on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R.
Part 327 (or any successor provision) to the Federal Deposit Insurance
Corporation for insurance by such Corporation of time deposits made in
dollars at the offices of such member in the United States; provided that
if, as a result of any change in any law, rule or regulation, it is no
longer possible to determine the Assessment Rate as aforesaid, then the
Assessment Rate shall be such annual rate as shall be determined by the
Agent to be representative of the cost of such insurance to the Lenders.

"Assigned Dollar Value" has the meaning assigned to such term in Section
2.21.

"Assignment and Acceptance" means an assignment and acceptance entered into
by a Lender and an Eligible Assignee, and accepted by the Agent, in
substantially the form of Exhibit A hereto.

"Assuming Bank" means, at any time, an Eligible Assignee not at such time a
Lender hereunder pursuant to Section 2.22.

"Assumption Agreement" means an agreement in substantially the form of
Exhibit D hereto by which an institution agrees to become a Lender party to
this Agreement pursuant to Section 2.22 by agreeing to be bound by all
obligations of a Lender hereunder.

"Availability Period" means the period from and including the Closing Date
to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

"Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

"Board" means the Board of Governors of the Federal Reserve System of the
United States of America.

"Borrowers" means, at any time, the Company and any Borrowing Subsidiaries.

"Borrowing" means (a) Revolving Loans to the same Borrower of the same Type
and in the same currency, made, converted or continued on the same date and,
in the case of Eurocurrency Loans, as to which a single Interest Period is
in effect and (b) a Competitive Loan or group of Competitive Loans to the
same Borrower of the same Type and in the same currency made on the same
date and as to which a single Interest Period is in effect.

"Borrowing Date" means any Business Day specified in a notice pursuant to
Section 2.02 or 2.04 as a date on which the relevant Borrower requests Loans
to be made hereunder.

"Borrowing Request" means a request by any Borrower for a Revolving
Borrowing in accordance with Section 2.03.

"Borrowing Subsidiaries" means any Subsidiaries that become Borrowers
pursuant to Section 2.18, other than any such Borrowing Subsidiaries that
have ceased to be Borrowers pursuant to Section 2.18.

"Borrowing Subsidiary Agreement" means a Borrowing Subsidiary Agreement
substantially in the form of Exhibit E-1.

"Borrowing Subsidiary Termination" means a Borrowing Subsidiary Termination
substantially in the form of Exhibit E-2.

"British Pounds Sterling" means lawful money of the United Kingdom.

"Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
remain closed, except that when used in connection with a Eurocurrency Loan
or an Alternative Currency Loan, "Business Day" also shall exclude any day
on which commercial banks in London, England are authorized or required by
law to remain closed and if such reference relates to the date for payment
or purchase of any sum denominated in (i) any Alternative Currency other
than Euro, the principal financial center of the country of such Alternative
Currency and (ii) Euro a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer System (TARGET) is open for settlement of
payment in Euro.

"Capital Lease" means, with respect to any Person, any lease of any property
(whether real, personal or mixed) by such Person as lessee that, in
accordance with GAAP, either would be required to be classified and
accounted for as a capital lease on a balance sheet of such Person or
otherwise be disclosed as such in a note to such balance sheet, other than,
in the case of the Company or a Subsidiary, any such lease under which the
Company or such Subsidiary is the lessor.

"Change in Law" means (a) the adoption of any law, rule or regulation after
the date of this Agreement, (b) any change in any law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.13(b) or 2.19, by any lending office of such Lender or
by such Lender's holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.

"Class", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are Revolving Loans or
Competitive Loans.

"Closing Date" means the day, but not later than June 30, 2001, on which the
respective parties hereto shall have executed and delivered this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time.

"Commitment" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.07, (b) increased from time to time pursuant to
Section 2.22 and (c) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 7.09.  The initial
amount of each Lender's Commitment is set forth on the signature pages
hereof, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Commitment, as applicable.  The initial aggregate
amount of the Lenders' Commitments is $1,400,000,000.

"Commitment Date" has the meaning specified in Section 2.22.

"Commitment Increase" has the meaning specified in Section 2.22.

"Competitive Bid" means an offer by a Lender to make a Competitive Loan,
substantially in the form of Exhibit G-2 or other form agreed to by the
Agent and the applicable Borrower, in accordance with Section 2.04.

"Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

"Competitive Bid Request" means a request by any Borrower for Competitive
Bids, substantially in the form of Exhibit G-1 or other form agreed to by
the Agent and the applicable Borrower, in accordance with Section 2.04.

"Competitive Loan" means a Loan made pursuant to Section 2.04.

"Consolidated Cash Flow" means, in conformity with GAAP, net cash from
operations, as shown in the consolidated statements of cash flows of the
Company and its Subsidiaries.

"Currency Equivalent" means the Dollar Equivalent or the Alternative
Currency Equivalent, as the case may be, of the Applicable Currency.

"Default" means any event or condition that, with the giving of notice, the
lapse of time or both, would become an Event of Default.

"Denomination Date" means, in relation to any Alternative Currency
Borrowing, the date that is three Business Days before the date such
Borrowing is made.

"Designated Bidder" means (i) an Eligible Assignee or (ii) a special purpose
corporation which is engaged in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business and that issues (or
the parent of which issues) commercial paper rated at least "Prime-1" by
Moody's Investors Services, Inc. or "A-1" by Standard & Poor's Ratings
Services or a comparable rating from the successor of either of them, that,
in either case, (x) is organized under the laws of the United States or any
State thereof, (y) shall have become a party hereto pursuant to Section
7.09(d), (e), (f) and (z) is not otherwise a Lender.

"Designation Agreement" means a designation agreement entered into by a
Lender (other than a Designated Bidder) and a Designated Bidder, and
accepted by the Agent, in substantially the form of Exhibit B hereto.

"Dollar Equivalent" means, with respect to an amount of any Alternative
Currency on any date, the amount of Dollars that may be purchased with such
amount of the Alternative Currency at the Spot Exchange Rate with respect to
the Alternative Currency on such date.

"Dollars" or "$" refers to lawful money of the United States of America.

"Domestic Lending Office" means, with respect to any Lender, the office of
such Lender specified as its "Domestic Lending Office" opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the  Company and the Agent.

"Eligible Assignee" means (i) a commercial bank, savings and loan
institution, insurance company or financial institution organized under the
laws of the United States, or any State thereof, which bank, insurance
company or financial institution has both assets in excess of One Billion
Dollars ($1,000,000,000) and combined capital and surplus in excess of One
Hundred Million Dollars ($100,000,000), (ii) a commercial bank organized
under the laws of any other country which is a member of the OECD or has
concluded special lending arrangements with the International Monetary Fund
associated with its General Arrangements to Borrow, or a political
subdivision of any such country, which bank has a combined capital and
surplus (or the equivalent thereof under the accounting principles
applicable thereto) in excess of One Hundred Million Dollars ($100,000,000),
provided that such bank is acting through a branch or agency located in the
United States, the Cayman Islands or the country in which it is organized or
another country which is also a member of the OECD or has concluded special
lending arrangements with the International Monetary Fund associated with
its General Arrangements to Borrow, (iii) the central bank of any country
which is a member of the OECD or (iv) a finance company, insurance company
or other financial institution or a fund which is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course
of its business, has both total assets in excess of One Billion Dollars
($1,000,000,000) and combined capital and surplus in excess of $100,000,000,
is doing business in the United States and is organized under the laws of
the United States, or any State thereof, or under the laws of any member
country of the OECD.

"EMU Legislation" means the legislative measures of the European Union for
the introduction of, changeover to or operation of the Euro in one or more
member states.

"Environmental Laws" means all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating
in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of any Borrower or its subsidiaries
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings
issued thereunder.

"ERISA Affiliate" means with respect to any Person, any trade or business
(whether or not incorporated) which is a member of a group of which such
Person is a member and which is under common control with such Person within
the meaning of Section 414 of the Code, as amended from time to time, and
the regulations promulgated and rulings issued thereunder.

"Euro" or "?" means the single currency of the European Union as constituted
by the Treaty on European Union and as referred to in the EMU Legislation.

"Eurocurrency", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in
the case of a Competitive Loan, the LIBO Rate).

"Eurocurrency Lending Office" means, with respect to any Lender, the office
of such Lender specified as its "Eurocurrency Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Lender as such Lender may from
time to time specify to the Company and the Agent.

"Event of Default" means any of the events specified as such in Section 6.01
of this Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excluded Assets" means any assets sold or otherwise disposed of by a
Person, provided such Person, directly or indirectly, has the right to
possession or use of such assets notwithstanding such transfer or other
disposition.

"Excluded Indebtedness" means any Indebtedness, including Indebtedness
pursuant to a U.S. leveraged lease financing including a U.S. lease to
service contract under Section 7701(e) of the Code, the payment of which is
provided for by the deposit of cash, cash equivalents or letters of credit
with one or more investment-grade banks or other financial institutions
acting as payment undertaker, irrespective whether any such arrangement
constitutes a defeasance under GAAP.

"Excluded Taxes" means, with respect to the Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of
any Borrower hereunder, (a) income, franchise or other similar taxes imposed
on, based on or measured by or with respect to its net income by the United
States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in
the case of any Lender, in which its applicable lending office is located,
(b) any branch profits taxes imposed by the United States of America or any
similar tax imposed by any other jurisdiction described in clause (a) above,
(c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by any Borrower under Section 2.17(b)), any withholding tax that (i)
is in effect and would apply to amounts payable to such Foreign Lender, at
the time such Foreign Lender becomes a party to this Agreement (or
designates a new lending office), by a Borrower previously designated
hereunder, except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of such designation of a new lending
office (or such assignment), to receive additional amounts from the
Borrowers with respect to any withholding tax pursuant to Section 2.15(a),
or (ii) is attributable to such Foreign Lender's failure to comply with
Section 2.15(e), (d) any withholding tax that is attributable to such
Lender's failure to comply with Section 2.15(e), except, in the case of
clause (c) above, to the extent that (i) such Lender (or its assignor, if
any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from any Borrower with respect to
any withholding tax pursuant to Section 2.15, or (ii) such withholding tax
shall have resulted from the making of any payment to a location other than
the office designated by the Agent or such Lender for the receipt of
payments of the applicable type and (e) any tax imposed by a jurisdiction to
the extent such tax is attributable to a connection between such
jurisdiction and the Agent, such Lender or such other recipient, as the case
may be, other than a connection arising from the transactions contemplated
by this Agreement.

"Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
for such day for such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by it.

"Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurocurrency Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related
Competitive Bid.

"Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed Rate.

"Foreign Lender" means, with respect to any Borrower, any Lender that is
organized under the laws of a jurisdiction other than that in which such
Borrower is located.  For purposes of this definition, the United States of
America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.

"GAAP" means at any time generally accepted accounting principles in the
United States of America.

"Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

"Hazardous Materials"  means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

"Incorporation Jurisdictions" mean the respective jurisdictions of
incorporation or legal organization of the Company and each of its
Subsidiaries.

"Increase Date" has the meaning specified in Section 2.22.

"Increasing Lender" has the meaning specified in Section 2.22.

"Indebtedness" means (a) any liability of any Person (i) for borrowed money,
or under any reimbursement obligation related to a letter of credit or bid
or performance bond facility, or (ii) evidenced by a bond, note, debenture
or other evidence of indebtedness (including a purchase money obligation)
representing extensions of credit or given in connection with the
acquisition of any business, property, service or asset of any kind,
including without limitation, any liability under any commodity, interest
rate or currency exchange hedge or swap agreement (other than a trade
payable, other current liability arising in the ordinary course of business
or commodity, interest rate or currency exchange hedge or swap agreement
arising in the ordinary course of business) or (iii) for obligations with
respect to (A) an operating lease, or (B) a lease of real or personal
property that is or would be classified and accounted for as a Capital
Lease; (b) any liability of others either for any lease, dividend or letter
of credit, or for any obligation described in the preceding clause (a) that
(i) the Person has guaranteed or that is otherwise its legal liability
(whether contingent or otherwise or direct or indirect, but excluding
endorsements of negotiable instruments for deposit or collection in the
ordinary course of business) or (ii) is secured by any Lien on any property
or asset owned or held by that Person, regardless whether the obligation
secured thereby shall have been assumed by or is a personal liability of
that Person; and (c) any amendment, supplement, modification, deferral,
renewal, extension or refunding of any liability of the types referred to in
clauses (a) and (b), above; provided, however, that "Indebtedness" shall not
include Excluded Indebtedness.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Index Debt" means senior, unsecured, long-term indebtedness for borrowed
money of the Company that is not guaranteed by any other Person or subject
to any other credit enhancement.

"Insufficiency" means, with respect to any Plan, the amount, if any, by
which the present value of the vested benefits under such Plan exceeds the
fair market value of the assets of such Plan allocable to such benefits.

"Interest Election Request" means a request by any Borrower to convert or
continue a Revolving Borrowing in accordance with Section 2.06.

"Interest Payment Date" means (a) with respect to any ABR Loan, the last day
of each March, June, September and December, (b) with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each
day that occurs at intervals of three months' duration after the first day
of such Interest Period and (c) with respect to any Fixed Rate Loan, the
last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest
Period of more than 90 days' duration (unless otherwise specified in the
applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days' duration after the
first day of such Interest Period, and any other dates that are specified in
the applicable Competitive Bid Request as Interest Payment Dates with
respect to such Borrowing.

"Interest Period" means (a) with respect to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three
or six months thereafter, as the applicable Borrower may elect, and (b)
with respect to any Fixed Rate Borrowing, the period (which shall not be
less than seven days or more than 180 days) commencing on the date of such
Borrowing and ending on the date specified in the applicable Competitive Bid
Request; provided, that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurocurrency Borrowing
only, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding
Business Day and (ii) any Interest Period pertaining to a Eurocurrency
Borrowing that commences on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period.  For purposes hereof,
the date of a Borrowing initially shall be the date on which such Borrowing
is made and, in the case of a Revolving Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such
Borrowing.

"Lenders" means the Banks listed on the signature pages hereof, each
Eligible Assignee that shall become a party hereto pursuant to Section
7.09(a), (b) and (c) or Section 2.22 and, except when used in reference to a
Revolving Loan, a Borrowing with respect to a Revolving Loan, a Commitment,
the Maturity Date or a related term, each Designated Bidder.

"Lending Office" means the International Banking Facility of the Agent in
New York City, or any other office or affiliate of the Agent hereafter
selected and notified to the Borrower from time to time by the Agent.

"LIBO Rate" means, with respect to any Eurocurrency Borrowing for any
Interest Period, the rate per annum determined by reference to the British
Bankers' Association Interest Settlement Rates for deposits with a maturity
comparable to such Interest Period denominated in the currency in which such
Eurocurrency Borrowing is denominated as reflected on the applicable
Telerate Screen (or on any successor or substitute page of the Telerate
Service, or any successor to or substitute for the Telerate Service,
providing rate quotations comparable to those currently provided on such
Service, as determined by the Agent from time to time or purposes of
providing quotations of interest rates applicable to deposits in the
currency in which such Borrowing is denominated) at approximately 11:00
a.m., London time, on the Quotation Day for the currency in which such
Borrowing is denominated.  In the event that such rate is not available at
such time for any reason, then the "LIBO Rate" with respect to such
Eurocurrency Borrowing for such Interest Period shall be the average of the
rates at which dollar deposits of $5,000,000 (or in the case of Eurocurrency
Borrowings denominated in an Alternative Currency, deposits with a Dollar
Equivalent of $5,000,000) and for a maturity comparable to such Interest
Period are offered by the principal London office of each of the Reference
Lenders in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, on the Quotation Day for the currency
in which such Borrowing is denominated prior to the commencement of such
Interest Period.  In the event the LIBO Rate is determined as set forth in
the next preceding sentence, the LIBO Rate shall be determined by the Agent
on the basis of the applicable rates furnished to and received by the Agent
from the Reference Lenders on the applicable Quotation Day.

"Lien" means any lien, charge, easement, claim, mortgage, Option, pledge,
right of first refusal, right of usufruct, security interest, servitude,
transfer restriction or other encumbrance or any restriction or limitation
of any kind (including, without limitation, any adverse claim to title,
conditional sale or other title retention agreement, any lease in the nature
thereof, and any agreement to give any security interest).

"Loan" means any loan made by a Lender to a Borrower pursuant to this
Agreement.

"Loan Documents" mean this Agreement, any Borrowing Subsidiary Agreement and
any Borrowing Termination Agreement.

"Local Time" means (a) with respect to any Loan or Borrowing denominated in
Dollars, New York City time and (b) with respect to any Loan or Borrowing
denominated in any Alternative Currency, London time (or such other time as
the Agent may designate in respect of the applicable currency).

"Margin" means, with respect to any Competitive Loan bearing interest at a
rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

"Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or
otherwise, of the Company and the Subsidiaries taken as a whole or (b) the
ability of the Company and its Subsidiaries taken as a whole to perform any
of its obligations under this Agreement.

"Material Subsidiary" means (a) each Borrowing Subsidiary and (b) any
Subsidiary which at the time of any determination thereof has Tangible Net
Worth equal to or exceeding $75,000,000.

"Maturity Date" means June 26, 2006.

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

"Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which a Person or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has within any of the
preceding three plan years made or accrued an obligation to make
contributions.

"Multiple Employer Plan" means an employee benefit plan, other than a
Multiemployer Plan, subject to Title IV of ERISA to which a Person or any
ERISA Affiliate, and more than one employer other than such Person or ERISA
Affiliate, is making or accruing an obligation to make contributions or, in
the event that any such plan has been terminated, to which the Person or any
ERISA Affiliate made or accrued an obligation to make contributions during
any of the five plan years preceding the date of termination of such plan.

"OECD" means the Organization for Economic Cooperation and Development.

"Obligations" mean all obligations, including but not limited to, all
principal, interest, fees, expenses and other obligations set forth in
Article II and Section 9.04 hereof, of every nature of any Borrower from
time to time owed to the Agent, any of the Lenders, or all of them, under
any of the Loan Documents.

"Option" means (1) any right to buy or sell specific property in exchange
for an agreed upon sum, (2) any right to receive funds, the amount of which
is determined by reference to the value of capital stock or the purchase
price thereof, (3) any right of the type or kind referred to as a "phantom
stock right," and (4) any other right commonly known or referred to as an
"option."

"Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made hereunder or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement
other than (1) Excluded Taxes, (2) any Taxes required to be paid solely as a
result of the execution or delivery of an instrument effecting an
assignment, designation or participation contemplated in Section 7.09(a),
(d) or (h) (excluding any designation or assignment initiated pursuant to
Section 2.17), and (3) any stamp, documentary, property or similar tax
imposed by the State of Florida solely as a result of the Agent or any
Lender bringing this Agreement or any promissory note executed pursuant to
Section 2.08(e) into the State of Florida other than for the purpose of
enforcement of any of the rights of any Agent or any Lender after the
occurrence and during the continuance of an Event of Default.

"PBGC" means the Pension Benefit Guaranty Corporation, or any entity or
entities succeeding to any or all its functions under ERISA.

"Percentage Interest" shall have the meaning set forth in Preliminary
Statement (2) of this Agreement.

"Person" means any individual, corporation, partnership, business trust,
joint venture, association, joint stock company, trust or other
unincorporated organization, whether or not a legal entity, or any
government or agency or political subdivision thereof.

"Plan" means, at any time, any employee pension benefit plan maintained by a
Person, any of its subsidiaries, or any ERISA Affiliate of such Person or
its subsidiaries, which employee pension benefit plan is covered by Title IV
of ERISA or is subject to the minimum funding standards of the Code.

"Prime Rate" means the rate of interest per annum publicly announced from
time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as
being effective.

"Quotation Day" in respect of the determination of the LIBO Rate for any
Interest Period (a) for any Eurocurrency Borrowing in Dollars or any
Alternative Currency (other than British Pounds Sterling), means the day on
which quotations would ordinarily be given by prime banks in the London
interbank market for deposits in the currency in which such Borrowing is
denominated for delivery on the first day of such Interest Period; provided,
that if quotations would ordinarily be given on more than one date, the
Quotation Day for such Interest Period shall be the last of such dates and
(b) for any Eurocurrency Borrowing denominated in British Pounds Sterling,
means the first day of such Interest Period.

"Reference Lender" means any of, and "Reference Lenders" means all of,
Chase, Bank of America and Citibank, N.A.

"Register" shall have the meaning set forth in Section 7.09(g) of this
Agreement.

"Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time;
provided that, for purposes of declaring the Loans to be due and payable
pursuant to Article VI, and for all purposes after the Loans become due and
payable pursuant to Article VI or the Commitments expire or terminate, the
outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

"Revaluation Date" means, with respect to an Alternative Currency Borrowing,
(a) the last day of each Interest Period with respect to such Borrowing (and
if such Interest Period has a duration of more than three months, each day
prior to the last day of such Interest Period that occurs at intervals of
three months duration after the first day of such Interest Period and (b)
any Business Day requested by the Company upon at least four Business Days'
notice; provided that such requests by the Company, when added to requests
pursuant to clause (a) hereof, shall not be made more than twice in any
calendar month).

"Revolving Credit Exposure" means, with respect to any Lender at any time,
the sum of (a) the outstanding principal amount of such Lender's Revolving
Loans denominated in Dollars plus (b) the Assigned Dollar Value at such time
of the outstanding principal amount of such Lender's Revolving Loans
denominated in Alternative  Committed Currencies.

"Revolving Loan" means a Loan made pursuant to Section 2.03.

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

"Solvent" means with respect to any Person on a particular date, that on
such date (i) the fair market value of the assets of such Person is greater
than the total amount of liabilities (including the present or expected
value of contingent liabilities) of such Person, (ii) the present fair
salable value of the assets of such Person is greater than the amount that
will be required to pay the probable liabilities of such Person for its
debts as they become absolute and matured, (iii) such Person is able to
realize upon its assets and pay its debts and other liabilities, including
contingent obligations, as they mature, (iv) such Person does not have
unreasonably small capital and (v) such Person does not intend to or believe
it will incur debts beyond its ability to pay as they mature.

"Spot Exchange Rate" means, on any day, (a) with respect to any Alternative
Currency in relation to Dollars, the spot rate at which Dollars are offered
on such day for such Alternative Currency which appears on page FX of the
Reuters Screen at approximately 3:00 p.m., London time (and if such spot
rate is not available on the applicable page of the Reuters Screen, such
spot rate as quoted by Chase Manhattan International Limited at
approximately 3:00 p.m., London time), and (b) with respect to Dollars in
relation to any specified Alternative Currency, the spot rate at which such
specified Alternative Currency is offered on such day for Dollars which
appears on page FX of the Reuters Screen at approximately 3:00 p.m., London
time (and if such spot rate is not available on the applicable page of the
Reuters Screen, such spot rate as quoted by Chase Manhattan International
Limited at approximately 3:00 p.m., London time).  For purposes of
determining the Spot Exchange Rate in connection with an Alternative
Currency Borrowing, such Spot Exchange Rate shall be determined as of the
Denomination Date for such Borrowing with respect to transactions in the
applicable Alternative Currency that will settle on the date of such
Borrowing.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Agent is subject (a) with
respect to the Base CD Rate, for new negotiable nonpersonal time deposits in
Dollars of over $100,000 with maturities approximately equal to three
months, and (b) with respect to the Adjusted LIBO Rate, for Eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D
of the Board).  Such reserve percentages shall include those imposed
pursuant to such Regulation D.  Eurocurrency Loans shall be deemed to
constitute Eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation.  The Statutory Reserve Rate shall
be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

"subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which a majority of the
voting power entitled to vote in the election of directors, managers or
trustees thereof is at the time owned, directly or indirectly, by such
Person or by one or more other subsidiaries, or by such Person and one or
more other subsidiaries, or a combination thereof.

"Subsidiary" means any subsidiary of the Company.

"Tangible Net Worth" means for any Person at any time (a) the sum without
duplication, to the extent shown on such Person's balance sheet, of (i) the
amount of issued and outstanding share capital, but less the cost of
treasury shares, plus (ii) the amount paid in capital and retained earnings,
less (b) intangible assets as determined in accordance with GAAP (excluding,
for the avoidance of doubt, equity method goodwill).

"Taxes" means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.

"Termination Event" means (i) a "reportable event," as such term is
described in Section 4043 of ERISA (other than a "reportable event" not
subject to the provision for 30 day notice to the PBGC), or an event
described in Section 4068(f) of ERISA, or (ii) the withdrawal of the
Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan
year in which it was a "substantial employer," as such term is defined in
Section 4001(a)(2) of ERISA, or the incurrence of liability by the Borrower
or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a
Multiple Employer Plan, or (iii) the filing of a notice of intent to
terminate a Plan or the treatment of a Plan amendment as a termination under
Section 4041A of ERISA, or (iv) the institution of proceedings to terminate
a Plan by the PBGC under Section 4042 of ERISA, or (v) any other event or
condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan.

"Three-Month Secondary CD Rate" means, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on
such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day) or, if such rate is not so
reported on such day or such next preceding Business Day, the average of the
secondary market quotations for three-month certificates of deposit of major
money center banks in New York City received at approximately 10:00 a.m.,
New York City time, on such day (or, if such day is not a Business Day, on
the next preceding Business Day) by the Agent from three negotiable
certificate of deposit dealers of recognized standing selected by it.
"Total Capital" means the sum of the Total Debt and Tangible Net Worth of
the Company and its Subsidiaries.

"Total Credit Exposure" means, at any time, the sum of (a) the aggregate
principal amount at such time of all outstanding Loans denominated in
Dollars, plus (b) the Assigned Dollar Value at such time of the aggregate
principal amount of all outstanding Alternative Currency Loans.

"Total Debt" means, at a particular date, the sum of (y) all amounts which
would, in accordance with GAAP, constitute short term debt and long term
debt of the  Company and its Subsidiaries as of such date and (z) the amount
of any Indebtedness outstanding on such date and not included in the amounts
specified in clause (y), singly or in the aggregate, in excess of Fifty
Million Dollars ($50,000,000), of any Person other than the Company or any
of its Subsidiaries, which Indebtedness (i) has been and remains guaranteed
on such date by the Company or any of its Subsidiaries or is otherwise the
legal liability of the Company or any of its Subsidiaries (whether
contingent or otherwise or direct or indirect, but excluding endorsements of
negotiable instruments for deposit or collection in the ordinary course of
business), or (ii) is secured by any Lien on any property or asset owned or
held by the Company or any of its Subsidiaries, regardless of whether the
obligation secured thereby shall have been assumed or is a personal
liability of the Company or any of its Subsidiaries; provided that "Total
Debt" shall not include (a) any Excluded Indebtedness or (b) Indebtedness
pursuant to any commodity, interest rate or currency exchange hedge or swap
agreement.

"Transaction" means the extension of credit contemplated by the Loan
Documents.

"Type", when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the
Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the
LIBO Rate or a Fixed Rate.

"Withdrawal Liability" shall have the meaning given such term under Part I
of Subtitle E of Title IV of ERISA.

"Yen" or "Y" means the lawful money of Japan.


SECTION 1.02. Governing Language.
  All documents, notices and demands and financial statements to be
delivered by any Person to the Agent or any Lender pursuant to this
Agreement shall be in the English language.

SECTION 1.03. Computation of Time Periods.
  In this Agreement in the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and including"
and each of the words "to" and "until" means "to but excluding".

SECTION 1.04. Classification of Loans and Borrowings.
  For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or
by Class and Type (e.g., a "Eurocurrency Revolving Loan").  Borrowings also
may be classified and referred to by Class (e.g., a "Revolving Borrowing")
or by Type (e.g., a "Eurocurrency Borrowing") or by Class and Type (e.g., a
"Eurocurrency Revolving Borrowing").

SECTION 1.05. Terms Generally.
  The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined.  Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter
forms.  The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation".  The word "will" shall be
construed to have the same meaning and effect as the word "shall".  Unless
the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to
include such Person's successors and assigns, (c) the words "herein",
"hereof" and "hereunder" and words of similar import shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

SECTION 1.06. Accounting Terms; GAAP.
  Except as otherwise expressly provided herein, all terms of an accounting
or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Company notifies the Agent that the
Company requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or in the
application thereof on the operation of such provision (or if the Agent
notifies the Company that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until
such notice shall have been withdrawn or such provision amended in
accordance herewith.


The Credits

SECTION 2.01. Commitments.
  Subject to the terms and conditions set forth herein, each Lender agrees
to make Revolving Loans in Dollars or in any Alternative Committed Currency
to any Borrower from time to time during the Availability Period in an
aggregate principal amount that will not result in (a) such Lender's
Revolving Credit Exposure exceeding such Lender's Commitment, (b) the Total
Credit Exposure exceeding the total Commitments or (c) the aggregate
principal amount of outstanding Revolving Loans denominated in any single
Alternative Committed Currency exceeding $750,000,000 (based on Assigned
Dollar Values).  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow
Revolving Loans.

SECTION 2.02. Loans and Borrowings.
     Each Revolving Loan shall be made as part of a Borrowing consisting of
Revolving Loans made by the Lenders ratably in accordance with their
respective Commitments.  Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.04.  The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender
of its obligations hereunder; provided that the Commitments and Competitive
Bids of the Lenders are several and no Lender shall be responsible for any
other Lender's failure to make Loans as required.

Subject to Section 2.12, (i) each Revolving Borrowing shall be comprised
entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower may
request in accordance herewith (except that a Revolving Borrowing
denominated in an Alternative Committed Currency must be comprised entirely
of Eurocurrency Loans), and (ii) each Competitive Borrowing shall be
comprised entirely of Eurocurrency Loans or Fixed Rate Loans as the
applicable Borrower may request in accordance herewith.  Each Lender at its
option may make any Eurocurrency Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the applicable
Borrower to repay such Loan in accordance with the terms of this Agreement.


At the commencement of each Interest Period for any Eurocurrency Revolving
Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000.  At the time
that each ABR Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less
than $10,000,000; provided that an ABR Revolving Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total
Commitments.  Each Competitive Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $10,000,000.
Subject to Section 2.12, Loans made pursuant to any Alternative Currency
Borrowing shall be made in the Alternative Currency specified in the
applicable Borrowing Request or Competitive Bid Request in an aggregate
amount equal to the Alternative Currency Equivalent of the Dollar amount
specified in such Borrowing Request or, in the case of a Competitive
Borrowing, the Dollar amount accepted pursuant to Section 2.04 (in each case
as determined by the Agent based upon the applicable Spot Exchange Rate as
of the Denomination Date for such Borrowing (which determination shall be
conclusive absent manifest error)); provided, that for purposes of the
borrowing amounts specified above, each Alternative Currency Borrowing shall
be deemed to be in a principal amount equal to its Assigned Dollar Value.
Borrowings of more than one Type and Class may be outstanding at the same
time; provided that there shall not at any time be more than a total of six
Eurocurrency Revolving Borrowings outstanding.

Notwithstanding any other provision of this Agreement, the Borrowers shall
not be entitled to request, or to elect to convert or continue any Borrowing
if the Interest Period requested with respect thereto would end after the
Maturity Date.

SECTION 2.03. Requests for Revolving Borrowings.
  To request a Revolving Borrowing, the applicable Borrower shall notify the
Agent of such request by telephone (a) in the case of a Eurocurrency
Borrowing denominated in Dollars, not later than 11:00 a.m., New York City
time, three Business Days before the date of the proposed Borrowing, (b) in
the case of a Eurocurrency Borrowing denominated in an Alternative Committed
Currency, not later than 11:00 a.m., New York City time three Business Days
before the date of the proposed Borrowing or (c) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the date of the
proposed Borrowing.  Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Agent of a written Borrowing Request in a form approved by the Agent and
signed by the applicable Borrower.  Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

the aggregate amount (expressed in Dollars) and currency (which must be
Dollars or an Alternative Committed Currency) of the requested Borrowing;

the requested Borrowing Date, which shall be a Business Day;

whether such Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing;

in the case of a Eurocurrency Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition
of the term "Interest Period";

the location and number of the applicable Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.05; and

the identity of the Borrower in respect of such Borrowing.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing (if denominated in
Dollars) or a Eurocurrency Borrowing (if denominated in an Alternative
Committed Currency).  If no election as to the currency of the requested
Revolving Borrowing is specified, then the requested Revolving Borrowing shall
be denominated in Dollars.  If no Interest Period is specified with respect to
any requested Eurocurrency Revolving Borrowing, then the Borrower shall be
deemed to have selected an Interest Period of one month's duration.  If no
election as to the identity of the Borrower is specified, then the requested
Revolving Borrowing shall be made by the Company.  Promptly following receipt
of a Borrowing Request in accordance with this Section, the Agent shall advise
each Lender of the details thereof and of the amount of such Lender's Loan to
be made as part of the requested Borrowing.

SECTION 2.04. Competitive Bid Procedure.
     Subject to the terms and conditions set forth herein, from time to time
during the Availability Period the Borrowers may request Competitive Bids and
may (but shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans denominated in Dollars or any Alternative Currency; provided
that the Total Credit Exposure at any time shall not exceed the total
Commitments.  To request Competitive Bids, the applicable Borrower shall notify
the Agent of such request by telephone, (i) in the case of a Eurocurrency
Borrowing denominated in Dollars, not later than 11:00 a.m., New York City
time, four Business Days before the date of the proposed Borrowing, (ii) in the
case of a Eurocurrency Borrowing denominated in any Alternative Currency, not
later than 11:00 a.m., New York City time, four Business Days before the date
of the proposed Borrowing and (iii) in the case of a Fixed Rate Borrowing, not
later than 10:00 a.m., New York City time, one Business Day before the date of
the proposed Borrowing; provided that the applicable Borrower may submit not
more than one Competitive Bid Request on the same day.  Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or
telecopy to the Agent of a written Competitive Bid Request in a form approved
by the Agent and signed by the applicable Borrower.  Each such telephonic and
written Competitive Bid Request shall specify the following information in
compliance with Section 2.02:

the aggregate amount (expressed in Dollars) and currency of the requested
Borrowing;

the requested Borrowing Date, which shall be a Business Day;

whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate
Borrowing;

the Interest Period to be applicable to such Borrowing, which shall be a
period contemplated by the definition of the term "Interest Period";

the location and number of the applicable Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.05; and

the identity of the Borrower in respect of such Borrowing.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Agent shall notify the Lenders of the details thereof by telecopy,
inviting the Lenders to submit Competitive Bids.

Each Lender may (but shall not have any obligation to) make one or more
Competitive Bids to the applicable Borrower in response to a Competitive Bid
Request.  Each Competitive Bid by a Lender must be in a form approved by the
Agent and must be received by the Agent by telecopy, (i) in the case of a
Eurocurrency Competitive Borrowing denominated in Dollars, not later than
9:30 a.m., New York City time, three Business Days before the proposed date
of such Competitive Borrowing, (ii) in the case of a Eurocurrency
Competitive Borrowing denominated in any Alternative Currency, not later
than 9:30 a.m., New York City time, three Business Days before the proposed
date of such Competitive Borrowing and (iii) in the case of a Fixed Rate
Borrowing, not later than 9:30 a.m., New York City time, on the proposed
date of such Competitive Borrowing.  Competitive Bids that do not conform
substantially to the form approved by the Agent may be rejected by the
Agent, and the Agent shall notify the applicable Lender as promptly as
practicable.  Each Competitive Bid shall specify (i) the principal amount
(expressed in Dollars) and currency (which shall be a minimum of $5,000,000
and an integral multiple of $1,000,000 and which may equal the entire
principal amount of the Competitive Borrowing requested by the applicable
Borrower) (which amount may exceed such Lender's Commitment) of the
Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such
Loan or Loans (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.

The Agent shall promptly notify the applicable Borrower by telecopy of the
Competitive Bid Rate and the principal amount specified in each Competitive
Bid and the identity of the Lender that shall have made such Competitive
Bid.

Subject only to the provisions of this paragraph, the applicable Borrower
may accept or reject any Competitive Bid.  Such Borrower shall notify the
Agent by telephone, confirmed by telecopy in a form approved by the Agent,
whether and to what extent it has decided to accept or reject each
Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing
denominated in Dollars, not later than 10:30 a.m., New York City time, three
Business Days before the date of the proposed Competitive Borrowing, (ii) in
the case of a Eurocurrency Competitive Borrowing denominated in an
Alternative Currency, not later than 10:30 a.m., New York City time, three
Business Days before the date of the proposed Competitive Borrowing and
(iii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New
York City time, on the proposed date of the Competitive Borrowing; provided
that (i) the failure of such Borrower to give such notice shall be deemed to
be a rejection of each Competitive Bid, (ii) such Borrower shall not accept
a Competitive Bid made at a particular Competitive Bid Rate if such Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by such Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified
in the related Competitive Bid Request, (iv) to the extent necessary to
comply with clause (iii) above, such Borrower may accept Competitive Bids at
the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro
rata in accordance with the amount of each such Competitive Bid, and (v)
except pursuant to clause (iv) above, no Competitive Bid shall be accepted
for a Competitive Loan unless such Competitive Loan is in a minimum
principal amount (expressed in Dollars) of $5,000,000 and an integral
multiple of $1,000,000; provided further that if a Competitive Loan must be
in an amount (expressed in Dollars) less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum
amount (expressed in Dollars) of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of
portions of multiple Competitive Bids at a particular Competitive Bid Rate
pursuant to clause (iv) the amounts shall be rounded to integral multiples
of $1,000,000 in a manner determined by such Borrower.  A notice given by
such Borrower pursuant to this paragraph shall be irrevocable.

The Agent shall promptly notify each bidding Lender by telecopy whether or
not its Competitive Bid has been accepted (and, if so, the amount and
Competitive Bid Rate so accepted), and each successful bidder will thereupon
become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

If the Agent shall elect to submit a Competitive Bid in its capacity as a
Lender, it shall submit such Competitive Bid directly to the applicable
Borrower at least one quarter of an hour earlier than the time by which the
other Lenders are required to submit their Competitive Bids to the Agent
pursuant to paragraph (b) of this Section.

SECTION 2.05. Funding of Borrowings.

    Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 12:00
noon, New York City time (or time of such other city designated by the Agent),
to the account of the Agent most recently designated by it for such purpose by
notice to the Lenders.  The Agent will make such Loans available to the
applicable Borrower by promptly crediting the amounts so received, in like
funds, to an account designated by such Borrower.

Unless the Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to
the Agent such Lender's share of such Borrowing, the Agent may assume that
such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption,
make available to the applicable Borrower a corresponding amount.  In such
event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Agent, then the applicable Lender and the
applicable Borrower severally agree to pay to the Agent forthwith on demand
such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to such Borrower to but
excluding the date of payment to the Agent, at (i) in the case of such
Lender, the greater of (A)(1) the Federal Funds Effective Rate in the case
of Loans denominated in Dollars and (2) the rate reasonably determined by
the Agent to be the cost to it of funding such amount, in the case of Loans
denominated in any other currency, and (B) a rate determined by the Agent in
accordance with banking industry rules on interbank compensation or (ii) in
the case of such Borrower, the interest rate applicable to ABR Loans.  If
such Lender pays such amount to the Agent, then such amount shall constitute
such Lender's Loan included in such Borrowing.  If such Borrower pays such
amount to the Agent, such Lender agrees to reimburse such Borrower for any
amount in excess of the amount of interest such Borrower would have owed
without giving effect to the provisions of this Section.

SECTION 2.06. Interest Elections.
     Each Revolving Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a  Eurocurrency Revolving
Borrowing, shall have an initial Interest Period as specified in such Borrowing
Request.  Thereafter, the applicable Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case
of a Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all
as provided in this Section.  The applicable Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing.  This Section shall not apply to
Competitive Borrowings, which may not be converted or continued.

To make an election pursuant to this Section, the applicable Borrower shall
notify the Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if such Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to
be made on the effective date of such election.  Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Agent of a written Interest
Election Request in a form approved by the Agent and signed by such
Borrower.  Notwithstanding any other provision of this Section, no Borrower
shall be permitted to (i) change the currency of any Borrowing or (ii)
convert any Alternative Currency Borrowing to an ABR Borrowing.

Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.02:

the Borrowing to which such Interest Election Request applies and, if
different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii) and
(iv) below shall be specified for each resulting Borrowing);

the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;

if the Borrowing is denominated in Dollars, whether the resulting Borrowing
is to be an ABR Borrowing or a Eurocurrency Borrowing; and

if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period
to be applicable thereto after giving effect to such election, which shall
be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but
does not specify an Interest Period, then the applicable Borrower shall be
deemed to have selected an Interest Period of one month's duration.

Promptly following receipt of an Interest Election Request, the Agent shall
advise each Lender of the details thereof and of such Lender's portion of
each resulting Borrowing.

If the applicable Borrower fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Revolving Borrowing prior to the end
of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall (i) in the case of a Borrowing denominated in Dollars, be converted to
an ABR Borrowing or (ii) in the case of a Borrowing denominated in an
Alternative Committed Currency, be continued as a Eurocurrency Revolving
Borrowing with an Interest Period of one month's duration.  Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Agent, at the request of the Required Lenders, so
notifies the applicable Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Revolving Borrowing denominated in Dollars may
be converted to or continued as a Eurocurrency Borrowing, (ii) unless
repaid, each Eurocurrency Revolving Borrowing denominated in Dollars shall
be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto and (iii) any Borrowing denominated in any Alternative
Committed Currency shall be continued as a Eurocurrency Revolving Borrowing
with an Interest Period of one month's duration at the end of the Interest
Period applicable thereto.

SECTION 2.07. Termination and Reduction of Commitments.
     Unless previously terminated, the Commitments shall terminate on the
Maturity Date.

The Company may at any time terminate, or from time to time reduce, the
Commitments; provided that (i) each reduction of the Commitments shall be in
an amount that is an integral multiple of $1,000,000 and not less than
$10,000,000 and (ii) the Company shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.07, the Total Credit Exposure would
exceed the total Commitments.

The Company shall notify the Agent of any election to terminate or reduce
the Commitments under paragraph (b) of this Section at least three Business
Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof.  Promptly following
receipt of any notice, the Agent shall advise the Lenders of the contents
thereof.  Each notice delivered by the Company pursuant to this Section
shall be irrevocable; provided that a notice of termination of the
Commitments delivered by the Company may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Company (by notice to the Agent on or
prior to the specified effective date) if such condition is not satisfied.
Any termination or reduction of the Commitments shall be permanent.  Each
reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.

SECTION 2.08. Repayment of Loans; Evidence of Debt.
     Each Borrower hereby unconditionally promises to pay (i) to the Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan made to it on the Maturity Date and (ii) to the Agent for the
account of each Lender the then unpaid principal amount of each Competitive
Loan made to it on the last day of the Interest Period applicable to such Loan.

Each Lender shall maintain in accordance with its usual practice an account
or accounts evidencing the indebtedness of each Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

The Agent shall maintain accounts in which it shall record (i) the amount of
each Loan made hereunder, the Borrower thereof, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from each Borrower
to each Lender hereunder and (iii) the amount of any sum received by the
Agent hereunder for the account of the Lenders and each Lender's share
thereof.

The entries made in the accounts maintained pursuant to paragraph (b) or (c)
of this Section shall be prima facie evidence of the existence and amounts
of the obligations recorded therein and, in the case of the accounts
maintained pursuant to clause (c), shall be available for inspection and
copying (at the expense of the applicable Borrower or Lender) by any
Borrower or Lender at any reasonable time and upon reasonable prior notice;
provided that the failure of any Lender or the Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation
of any Borrower to repay its Loans in accordance with the terms of this
Agreement.

Any Lender may request that Loans made by it to any Borrower be evidenced by
a promissory note.  In such event, the applicable Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Agent and the Company.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 7.09) be
represented by one or more promissory notes in such form payable to the
order of the payee named therein (or, if such promissory note is a
registered note, to such payee and its registered assigns).

SECTION 2.09. Prepayment of Loans.

    Each Borrower shall have the right at any time and from time to time to
prepay any Borrowing in whole or in part, subject to prior notice in accordance
with paragraph (b) of this Section; provided that the Borrowers shall not have
the right to prepay any Competitive Loan without the prior consent of the
Lender thereof.

If, on any Revaluation Date, the Total Credit Exposure exceeds 105% of the
total Commitments, then the Company shall, not later than the next Business
Day after the Company receives notice thereof from the Agent, prepay, or
cause one or more of the other Borrowers to prepay, one or more Revolving
Borrowings in an aggregate amount sufficient to reduce the Total Credit
Exposure to an amount not exceeding the total Commitments; provided that the
Borrowers shall not be required to prepay any Competitive Loans pursuant to
this paragraph.

The Borrowers shall make the prepayments required pursuant to Section
5.01(g).

The Company shall notify the Agent by telephone (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
Revolving Borrowing, not later than 11:00 a.m., New York City time, two
Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment.  Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid;
provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by
Section 2.07, then such notice of prepayment may be revoked if such notice
of termination is revoked in accordance with Section 2.07.  Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
Agent shall advise the Lenders of the contents thereof.   Each partial
prepayment of any Revolving Borrowing shall be in an amount that would be
permitted in the case of an advance of a Revolving Borrowing of the same
Type as provided in Section 2.02.  Each prepayment of a Revolving Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required
by Section 2.11.

SECTION 2.10. Fees.
     The Company agrees to pay to the Agent for the account of each Lender
a facility fee, which shall accrue at the Applicable Rate on the daily amount
of the Commitment of such Lender (whether used or unused) during the period
from and including the Closing Date to but excluding the date on which such
Commitment terminates; provided that, if such Lender continues to have any
Revolving Credit Exposure after its Commitment terminates, then such facility
fee shall continue to accrue on the daily amount of such Lender's Revolving
Credit Exposure from and including the date on which its Commitment terminates
to but excluding the date on which such Lender ceases to have any Revolving
Credit Exposure.  Accrued facility fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on
which the Commitments terminate, commencing on the first such date to occur
after the date hereof; provided that any facility fees accruing after the date
on which the Commitments terminate shall be payable on demand.  All facility
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding
the last day).

For each day on which the Total Credit Exposure is in excess of 50% of the
total Commitments as of such day (and for each day after the day on which
the Commitments terminate) the Company agrees to pay to the Agent, for the
account of each Lender a utilization fee, which shall accrue at the rate per
annum equal to 0.10% on the amount of the Revolving Credit Exposure of such
Lender on such day.  Accrued utilization fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the
date on which the Commitments terminate, commencing on the first such date
to occur after the date hereof; provided that any utilization fees accruing
after the date on which the Commitments terminate shall be payable on
demand.  All utilization fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

The Company agrees to pay to the Agent, for its own account, fees payable in
the amounts and at the times separately agreed upon between the Company and
the Agent.

All fees payable hereunder shall be paid in Dollars on the dates due, in
immediately available funds, to the Agent for distribution, in the case of
facility fees and utilization fees, to the Lenders.  Fees paid shall not be
refundable under any circumstances.

SECTION 2.11. Interest.
     The Loans comprising each ABR Borrowing shall bear interest at the
Alternate Base Rate.

The Loans comprising each Eurocurrency Borrowing shall bear interest (i) in
the case of a Eurocurrency Revolving Loan, at the Adjusted LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate, or
(ii) in the case of a Eurocurrency Competitive Loan, at the LIBO Rate for
the Interest Period in effect for such Borrowing plus (or minus, as
applicable) the Margin applicable to such Loan.

Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to
such Loan.

Notwithstanding the foregoing, if any principal of or interest on any Loan
or any fee or other amount payable by any Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a
rate per annum equal to (i) in the case of overdue principal of any Loan, 2%
plus the  rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other
amount, 2% plus the rate applicable to ABR Loans as provided in paragraph
(a) of this Section.

Accrued interest on each Loan shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the
event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurocurrency Revolving Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.

All interest hereunder shall be computed on the basis of a year of 360 days,
except that (i) interest on Borrowings denominated in British Pounds
Sterling and (ii)  interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days, and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate, Adjusted LIBO
Rate or LIBO Rate shall be determined by the Agent, and such determination
shall be conclusive absent manifest error.

SECTION 2.12. Alternate Rate of Interest.
  If prior to the commencement of any Interest Period for a Eurocurrency
Borrowing denominated in any currency:

the Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for
ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the
currency in which such Eurocurrency Borrowing is or is to be denominated
(the "Applicable Currency") for such Interest Period; or

the Agent is advised by the Required Lenders (or, in the case of a
Eurocurrency Competitive Loan, the Lender that is required to make such
Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period for the Applicable Currency will not adequately and fairly
reflect the cost to such Lenders (or Lender) of making or maintaining their
Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Agent shall give notice thereof to the Company and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the
Agent notifies the Company and the Lenders that the circumstances giving rise
to such notice no longer exist, (i) any Interest Election Request that requests
the conversion of any Revolving Borrowing  denominated in the Applicable
Currency to, or continuation of any Revolving Borrowing denominated in the
Applicable Currency as, a Eurocurrency Borrowing shall be ineffective, and such
Borrowing shall be converted to or continued on the last day of the Interest
Period applicable thereto (A) if such Borrowing is denominated in Dollars, as
an ABR Borrowing, or (B) if such Borrowing is denominated in an Alternative
Committed Currency, as a Borrowing bearing interest at such rate as the Lenders
and the applicable Borrower may agree adequately reflects the costs to the
Lenders of making or maintaining their Loans plus the Applicable Rate (or, in
the absence of such agreement, shall be repaid as of the last day of the
current Interest Period  applicable thereto), (ii) if any Borrowing Request
requests a Eurocurrency Revolving Borrowing denominated in the Applicable
Currency, such Borrowing shall be made as an ABR Borrowing denominated in
Dollars (or such Borrowing shall not be made if the applicable Borrower revokes
(and in such circumstances, such Borrowing Request may be revoked
notwithstanding any other provision of this Agreement) such Borrowing Request
by telephonic notice, confirmed promptly in writing, not later than one
Business Day prior to the proposed date of such Borrowing) and (iii) any
request by a Borrower for a Eurocurrency Competitive Borrowing denominated in
the Applicable Currency shall be ineffective; provided that if the
circumstances giving rise to such notice do not affect all the Lenders, then
requests by a Borrower for Eurocurrency Competitive Borrowings denominated in
the Applicable Currency may be made to Lenders that are not affected thereby.

SECTION 2.13. Increased Costs.
     If any Change in Law shall:

impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or
credit extended by, any Lender (except any such reserve requirement
reflected in the Adjusted LIBO Rate); or

impose on any Lender or the London interbank market any other condition
affecting this Agreement or Eurocurrency Loans or Fixed Rate Loans made by
such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or
of maintaining its obligation to make any such Loan) or to increase the cost
to such Lender or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise), then the
Company will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on
such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to
a level below that which such Lender or such Lender's holding company could
have achieved but for such Change in Law (taking into consideration such
Lender's policies and the policies of such Lender's holding company with
respect to capital adequacy), then from time to time the Company will pay to
such Lender such additional amount or amounts as will compensate such Lender
or such Lender's holding company for any such reduction suffered.

If the cost to any Lender of making or maintaining any Loan to any Borrower
is increased (or the amount of any sum received or receivable by any Lender
(or its applicable lending office) is reduced) by an amount deemed in good
faith by such Lender to be material, by reason of the fact that such
Borrower is incorporated in, or conducts business in, a jurisdiction outside
the United States, such Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender for such increased cost or
reduction suffered.

A certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as
specified in paragraph (a), (b) or (c) of this Section, together with a
reasonably detailed explanation of the basis for such claim, shall be
delivered to the Company and shall be conclusive absent manifest error.  The
Company or the applicable Borrower shall pay such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof.

Failure or delay on the part of any Lender to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that, in the case of a Change in Law, the
Company shall not be required to compensate a Lender pursuant to this
Section for any increased costs or reductions incurred more than 270 days
prior to the date that such Lender notifies the Company of the Change in Law
giving rise to such increased costs or reductions and of such Lender's
intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.

Notwithstanding the foregoing provisions of this Section, a Lender shall not
be entitled to compensation pursuant to this Section in respect of any
Competitive Loan (i) in the case of paragraph (a) or (b), if the Change in
Law that would otherwise entitle it to such compensation shall have been
publicly announced prior to submission of the Competitive Bid pursuant to
which such Loan was made or (ii) in the case of paragraph (c), in respect of
any costs referred to therein.

SECTION 2.14. Break Funding Payments.
  In the event of (a) the payment of any principal of any Eurocurrency Loan
or Fixed Rate Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.09(b) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid
to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed
Rate Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Company pursuant to Section 2.17,
then, in any such event, the Company or the applicable Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event.  In the case of a Eurocurrency Loan, such loss, cost or expense to
any Lender shall be deemed to include an amount determined by such Lender to
be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at
the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current
Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were
it to bid, at the commencement of such period, for deposits in the
applicable currency of a comparable amount and period from other banks in
the eurocurrency market.  A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Company, together with a reasonably
detailed explanation of the basis for such claim, and shall be conclusive
absent manifest error.  The  Company or the applicable Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.

SECTION 2.15. Taxes.
     Any and all payments by or on account of any obligation of any Borrower
hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if any Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Agent or Lender (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower shall make such deductions and (iii) such Borrower
shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

In addition, the Borrowers shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

The Borrowers shall indemnify the Agent and each Lender, within 30 days
after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by the Agent or such Lender, as the case may be, on or
with respect to any payment by or on account of any obligation of the
Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with
respect thereto (except to the extent such penalties, interest or expenses
result from the gross negligence or willful misconduct of the Agent or the
applicable Lender), whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the amount of such payment or liability
delivered to the Borrowers by a Lender, or by the Agent on its own behalf or
on behalf of a Lender, shall be conclusive absent manifest error, provided
that such certificate shall include a description in reasonable detail of
the Indemnified Tax or Other Tax for which the indemnity is being demanded
and the calculation in reasonable detail of the amount of such indemnity.
At the request and expense of the Company or the affected Borrower and after
receipt of an opinion from recognized counsel (reasonably satisfactory to
the Agent or the Lender, as the case may be) stating that there is a
substantial basis to contest the imposition or assertion of an Indemnified
Tax or Other Tax (a "Tax Opinion"), the Agent or the Lender, as applicable,
may, in its reasonable discretion, contest the imposition or assertion of
such Indemnified Tax or Other Tax in good faith in accordance with
applicable law; provided, however, that, at the request and expense of the
Company or the affected Borrower and after receipt of a Tax Opinion, the
Agent or such Lender shall contest the imposition or assertion of an
Indemnified Tax or Other Tax that exceeds $100,000.  The Agent or the
Lender, as applicable, shall have responsibility for the conduct of any
contest conducted pursuant to this Section 2.15(c); provided, however, that
the Agent or such Lender shall consult in good faith with the Company or the
affected Borrower regarding its course of action with respect to such
contest.  Notwithstanding any contrary provision hereof, the Agent or the
Lender, as the case may be, shall have no obligation to contest the
imposition or assertion of any Indemnified Tax or Other Tax if any Borrower
is in Default under the terms of this Agreement.

As soon as practicable after any payment of Indemnified Taxes or Other Taxes
by any Borrower to a Governmental Authority, such Borrower shall deliver to
the Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment (if such a receipt is
reasonably obtainable from such Governmental Authority), a copy of the
return reporting such payment or other evidence of such payment reasonably
satisfactory to the Agent.

The Agent will deliver to the Company, and each Lender that is organized
under the law of a jurisdiction outside the United States of America will
deliver to the Agent and the Company, on or before the Closing Date (or, in
the case of a Lender that becomes a Lender after the Closing Date, on or
before such later date on which such Lender becomes a Lender) such properly
completed and executed Internal Revenue Service form (Form W-8BEN, W-8ECI,
W-8EXP, W-8IMY, or W-9, as applicable) as will demonstrate, in accordance
with applicable regulations, that payments of interest by the Borrowers to
the Agent for the account of such Lender pursuant to this Agreement will be
exempt from (or entitled to a reduction in the rate of) United States
federal withholding taxes.  Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which any Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to such Borrower (with a copy to the Agent), at the time or times
prescribed by applicable law, such other properly completed and executed
documentation prescribed by applicable law or reasonably requested by such
Borrower (including any replacement or successor form) as will permit such
payments to be made without withholding or at a reduced rate, provided that
such Foreign Lender has received prior written notice from such Borrower
advising it of the availability of such exemption or reduction and
containing all applicable documentation.

If the Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by any Borrower or with respect to which any Borrower has paid
additional amounts pursuant to this Section 2.15, it shall pay over such
refund to such Borrower (but only to the extent of indemnity payments made,
or additional amounts paid, by such Borrower under this Section 2.15 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
reasonable out-of-pocket expenses of the Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that such Borrower, upon
the request of the Agent or such Lender, agrees to repay the amount paid
over to such Borrower (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Agent or such Lender to the
extent that the Agent or such Lender is required to repay such refund to
such Governmental Authority.  This Section shall not be construed to require
the Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to any
Borrower or any other Person.

SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
     Each Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.13, 2.14, 2.15 or 2.19, or otherwise) prior to 12:00 noon, Local
Time, on the date when due, in immediately available funds, without set-off or
counterclaim.  Any amounts received after such time on any date may, in the
discretion of the Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such payments
shall be made to the Agent to the applicable account specified on Schedule 2.16
or to such other account as the Agent shall from time to time specify in a
notice delivered to the Company, except that payments pursuant to Sections
2.13, 2.14, 2.15, 2.19 and 8.04 shall be made directly to the Persons entitled
thereto; all payments made by any Borrower to the Agent as provided herein
shall be deemed received by the Lenders for all purposes as between the Lenders
and the Borrowers.  The Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof.  If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension.  All
payments hereunder of principal or interest in respect of any Loan (or of any
amounts payable under Section 2.14 or, at the request of the applicable Lender,
Section 2.13, 2.15 or 2.19 in respect of any Loan) shall be made in the
currency in which such Loan is denominated; all other payments hereunder and
under each other Loan Document shall be made in Dollars, except as otherwise
expressly provided.  Any payment required to be made by the Agent hereunder
shall be deemed to have been made by the time required if the Agent shall, at
or before such time, have taken the necessary steps to make such payment in
accordance with the regulations or operating procedures of the clearing or
settlement system used by the Agent to make such payment.  Any amount payable
by the Agent to one or more Lenders in the national currency of a member state
of the European Union that has adopted the Euro as its lawful currency shall
be paid in Euro.

If at any time insufficient funds are received by and available to the Agent
to pay fully all amounts of principal, interest and fees then due hereunder,
such funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii)
second, towards payment of principal then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then
due to such parties.

If any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any
of its Revolving Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans and
accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash
at face value) participations in the Revolving Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Revolving Loans; provided that (i)
if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by any Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained
by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant, other than
to any Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply).  Each Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of set-off
and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such Borrower in the amount of such
participation.

Unless the Agent shall have received notice from the applicable Borrower
prior to the date on which any payment is due to the Agent for the account
of the Lenders hereunder that such Borrower will not make such payment, the
Agent may assume that such Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders the amount due.  In such event, if such Borrower has not in fact
made such payment, then each of the Lenders severally agrees to repay to the
Agent forthwith on demand the amount so distributed to such Lender with
interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Agent, at (i)
the greater of the Federal Funds Effective Rate and a rate determined by the
Agent in accordance with banking industry rules on interbank compensation
(in the case of an amount denominated in Dollars) and (ii) the rate
reasonably determined by the Agent to be the cost to it of funding such
amount (in the case of an amount denominated in any other currency).

If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.05(b) or 2.16(d), then the Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Agent for the account of such Lender to
satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

SECTION 2.17. Mitigation Obligations; Replacement of Lenders.
    If any Lender requests compensation under Section 2.13 or 2.19, or if
any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if,
in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.13, 2.15, or 2.19,
as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Company hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

If any Lender requests compensation under Section 2.13 or 2.19, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section
2.15, or if any Lender defaults in its obligation to fund Loans hereunder,
then the Company may, at its sole expense and effort, upon notice to such
Lender and the Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 7.09), all its interests, rights and obligations under this
Agreement (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment or any Eligible Assignee
designated by the Company); provided that (i) the Company shall have
received the prior written consent of the Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than
Competitive Loans), accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the applicable
Borrower or Borrowers (in the case of all other amounts) and (iii) in the
case of any such assignment resulting from a claim for compensation under
Section 2.13 or 2.19 or payments required to be made pursuant to Section
2.15, such assignment will result in a material reduction in such
compensation or payments.  A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

SECTION 2.18 Borrowing Subsidiaries.
  On or after the Closing Date, the Company may designate any Subsidiary of
the Company as a Borrower by delivery to the Agent of a Borrowing Subsidiary
Agreement executed by such Subsidiary and the Company, and upon such
delivery such Subsidiary shall for all purposes of this Agreement be a
Borrower and a party to this Agreement.  Upon the execution by the Company
and delivery to the Agent of a Borrowing Subsidiary Termination with respect
to any Subsidiary that is a Borrower, such Subsidiary shall cease to be a
Borrower and a party to this Agreement; provided that no Borrowing
Subsidiary Termination will become effective as to any Borrower (other than
to terminate such Borrowing Subsidiary's right to make further Borrowings
under this Agreement) at a time when any principal of or interest on any
Loan to such Borrower shall be outstanding hereunder.  Promptly following
receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary
Termination, the Agent shall notify each Lender thereof.

SECTION 2.19. Additional Reserve Costs.
    If and so long as any Lender is required to make special deposits with
the Bank of England or, to maintain reserve asset ratios or to pay fees (other
than deposits or reserves reflected in the determination of the Adjusted LIBO
Rate), in each case in respect of such Lender's Eurocurrency Loans in any
Alternative Currency, such Lender may require the relevant Borrower to pay,
contemporaneously with each payment of interest on each of such Loans,
additional interest on such Loan at a rate per annum equal to the Mandatory
Costs Rate calculated in accordance with the formula and in the manner set
forth in Exhibit F, together with a reasonably detailed explanation of the
basis for such claim.

If and so long as any Lender is required to comply with reserve assets,
liquidity, cash margin or other requirements of any monetary or other
authority (other than any such requirements reflected in the determination
of the Adjusted LIBO Rate) (including any such requirement imposed by the
European Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Statutory Reserves or the Mandatory Costs
Rate) in respect of any of such Lender's Eurocurrency Loans in any
Alternative Currency, such Lender may require the relevant Borrower to pay,
contemporaneously with each payment of interest on each of such Lender's
Eurocurrency Loans subject to such requirements, additional interest on such
Loan at a rate per annum specified by such Lender to be the cost to such
Lender of complying with such requirements in relation to such Loan.

Any additional interest owed pursuant to paragraph (a) or (b) above shall be
determined by the relevant Lender, which determination shall be conclusive
absent manifest error, and notified to the relevant Borrower (with a copy to
the Agent), together with a reasonably detailed explanation of the basis for
such claim, at least five Business Days before each date on which interest
is payable for the relevant Loan, and such additional interest so notified
to the relevant Borrower by such Lender shall be payable to the Agent for
the account of such Lender on each date on which interest is payable for
such Loan.

SECTION 2.20. Redenomination of Certain Designated Foreign Currencies.
     Each obligation of any party to this Agreement to make a payment
denominated in the national currency unit of any member state of the European
Union that adopts the Euro as its lawful currency after the date hereof shall
be redenominated into Euro at the time of such adoption (in accordance with the
EMU Legislation).  If, in relation to the currency of any such member state,
the basis of accrual of interest expressed in this Agreement in respect of that
currency shall be inconsistent with any convention or practice in the London
Interbank Market for the basis of accrual of interest in respect of the Euro,
such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any Borrowing in the currency of such member state
is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Borrowing, at the end of the then current Interest
Period.

Without prejudice and in addition to any method of conversion or rounding
prescribed by any EMU Legislation and (i) without limiting the liability of
any Borrower for any amount due under this Agreement and (ii) without
increasing any Commitment of any Lender, all references in this Agreement to
minimum amounts (or integral multiples thereof) denominated in the national
currency unit of any member state of the European Union that adopts the Euro
as its lawful currency after the date hereof shall, immediately upon such
adoption, be replaced by references to such minimum amounts (or integral
multiples thereof) as shall be specified herein with respect to Borrowings
denominated in Euro.

Each provision of this Agreement shall be subject to such reasonable changes
of construction as the Agent (in consultation with the Company) may from
time to time specify to be appropriate to reflect the adoption of the Euro
by any member state of the European Union and any relevant market
conventions or practices relating to the Euro.

SECTION 2.21. Assigned Dollar Value.
     With respect to each Alternative Currency Borrowing, its "Assigned
Dollar Value" shall mean the following:

the Dollar amount specified in the Borrowing Request therefor (or, in the
case of a Competitive Borrowing, the Dollar amount thereof accepted pursuant
to Section 2.04) unless and until adjusted pursuant to the following clause
(ii), and

as of each Revaluation Date with respect to such Alternative Currency
Borrowing, the "Assigned Dollar Value" of such Borrowing shall be adjusted
to be the Dollar Equivalent thereof (as determined by the Agent based upon
the applicable Spot Exchange Rate as of the date that is three Business Days
before such Revaluation Date (which determination shall be conclusive absent
manifest error))(subject to further adjustment in accordance with this
clause (ii) thereafter).

The Assigned Dollar Value of an Alternative Currency Loan shall equal the
Assigned Dollar Value of the Alternative Currency Borrowing of which such
Loan is a part multiplied by the percentage of such Borrowing represented by
such Loan.
The Agent shall notify the Company of any change in the Assigned Dollar
Value of any Alternative Currency Borrowing promptly following determination
of such change.

SECTION 2.22. Borrowers' Increase of Commitments.
     The Borrowers may at any time, by notice to the Agent, propose that
the aggregate amount of the Commitments be increased (a "Commitment Increase"),
effective as at a date (the "Increase Date") that shall be (i) prior to the
Maturity Date and (ii) at least three Business Days after the date specified
in such notice on which agreement as to increased Commitments is to be reached
(the "Commitment Date"); provided, however, that (w) the Borrowers may not
propose more than one Commitment Increase per calendar year, (x) the minimum
proposed Commitment Increase per notice shall be  an amount not less than One
Hundred Million Dollars ($100,000,000), and in no event shall the aggregate
amount of the Commitments at any time exceed Two Billion Dollars
($2,000,000,000), (y) the Company's Index Debt ratings from Moody's and S&P are
and upon giving effect to the proposed Commitment Increase shall be better than
or equal to Baa2 and BBB, respectively, and (z) no Default or Event of Default
has occurred and is continuing or will result upon giving effect to the
Commitment Increase.  The Agent shall notify the Lenders promptly upon its
receipt of any such notice.  The Agent agrees that it will cooperate with the
Borrowers in discussions with the Lenders and potential Lenders (which shall
be Eligible Assignees) with a view to arranging the proposed Commitment
Increase through the increase of the Commitments of one or more of the Lenders
and the addition of one or more Eligible Assignees acceptable to the Agent and
the Borrowers as Assuming Banks and as parties to this Agreement; provided,
however, that the minimum Commitment of each such Assuming Bank that becomes
a party to this Agreement pursuant to this Section 2.22 shall be at least equal
to Ten Million Dollars ($10,000,000).  Each Lender shall decide in its sole
discretion whether to agree to increase its Commitment pursuant to this Section
2.22.  If agreement is reached on or prior to the Commitment Date with the
Lenders proposing to increase their respective Commitments hereunder (the
"Increasing Lenders"), if any (whose allocations will be based on the ratio of
each existing Lender's Commitment Increase to the aggregate of all Commitment
Increases), and the Assuming Banks, if any, as to a Commitment Increase (which
may be less than that specified in the applicable notice from the Borrowers),
such agreement to be evidenced by a notice in reasonable detail from the
Borrowers to the Agent on or prior to the Commitment Date, the Assuming Banks,
if any, shall become Lenders hereunder as of the Increase Date and the
Commitments of such Increasing Lenders and such Assuming Banks shall become or
be, as the case may be, as of the Increase Date the amounts specified in such
notice (and the Agent shall give notice thereof to the Lenders (including such
Assuming Banks) in accordance with section (e) below); provided, however, that:

(x)	the Agent shall have received on or prior to 9:00 A.M. (New
York City time) on the Increase Date (A) opinions of the Company's general
counsel and the Company's special Panamanian counsel in substantially the
forms of Exhibits C-1 and C-2 hereto, dated such Increase Date, together
with (B) a copy, certified on the Increase Date by the Secretary, an
Assistant Secretary or a comparable official of each Borrower, of the
resolutions adopted by the Board of Directors of such Borrower,
authorizing such Commitment Increase (with copies for each Lender,
including each Assuming Bank) and (C) evidence of the good standing of
such Borrower in its jurisdiction of formation, dated as of a recent date;

(y)	with respect to each Assuming Bank, the Agent shall have
received, on or prior to 9:00 A.M. (New York City time) on the Increase
Date, an appropriate Assumption Agreement in substantially the form of
Exhibit D hereto, duly executed by the Borrowers and such Assuming Bank,
together with the Agent's processing and recordation fee of $3,500; and
(z) each Increasing Lender that proposes to increase its Commitment
in connection with such Commitment Increase shall have
delivered, on or prior to 9:00 A.M. (New York City time) on the
Increase Date, confirmation in writing satisfactory to the
Agent as to its increased Commitment.

Upon its receipt of notice from a Lender that it is increasing its
Commitment hereunder, together with the appropriate opinions referred to in
clause (x) above, the Agent shall (i) record the information contained
therein in the Register and (ii) give prompt notice thereof to the
Borrowers.  Upon its receipt of an Assumption Agreement executed by an
Assuming Bank representing that it is an Eligible Assignee, together with
the appropriate opinions referred to in clause (x) above, and its fee
referred to in clause (y) above, the Agent shall, if such Assumption
Agreement has been completed and is in substantially the form of Exhibit D
hereto, (i) accept such Assumption Agreement, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to
the Borrowers.

The Agent shall maintain at its address referred to in Section 9.02 a copy
of each Assumption Agreement delivered to and accepted by it and record in
the Register the names and addresses of the Assuming Banks and of the
Increasing Lenders and the Commitment of, and principal amount of the Loans
owing to, each such Assuming Bank and each such Lender from time to time.
The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrowers, the Agent and the
Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement.

In the event that the Agent shall not have received notice from the
Borrowers as to such agreement on or prior to the Commitment Date or any
Borrower shall, by notice to the Agent prior to the Commitment Date,
withdraw such proposal or any of the actions provided for in clauses (x)
through (z) above shall not have occurred by the Increase Date, such
proposal by the Borrowers shall be deemed not to have been made.  In such
event, the actions theretofore taken under clauses (x) through (z) above
shall be deemed to be of no effect, and all the rights and obligations of
the parties shall continue as if no such proposal had been made.

In the event that the Agent shall have received notice from the Borrowers as
to such agreement on or prior to the Commitment Date and the action provided
for in clauses (x) through (z) above shall have occurred by 9:00 A.M. (New
York City time) on the Increase Date, the Agent shall notify the Lenders
(including the Assuming Banks) of the occurrence of the Increase Date
promptly and in any event by 10:00 A.M. (New York City time) on such date by
telecopier, telex or cable.  Each Increasing Lender and each Assuming Bank
shall, before 11:00 A.M. ( New York City time) on the Increase Date, make
available for the account of its Applicable Lending Office to the Agent at
its address referred to in Section 9.02, in same day funds, an amount equal
to such Increasing Lender's or Assuming Bank's ratable portion of the
Revolving Loans then outstanding (calculated based on its Commitment as a
percentage of the aggregate Commitments outstanding after giving effect to
the relevant Commitment Increase).  After the Agent's receipt of such funds,
the Agent will promptly thereafter cause to be distributed like funds to the
Lenders for the account of their respective Applicable Lending Offices in an
amount to each Lender such that the aggregate amount of the outstanding
Loans owing to each Lender after giving effect to such distribution equals
such Lender's ratable portion of the Revolving Loans then outstanding
(calculated based on its Commitment as a percentage of the aggregate
Commitments outstanding after giving effect to the relevant Commitment
Increase).  If the Increase Date shall occur on a date that is not the last
day of the Interest Period of all Revolving Loans that are Eurocurrency
Loans then outstanding, (a) the Borrowers shall pay any amounts owing
pursuant to Section 2.14 as a result of the distributions to Lenders under
this Section 2.22(e) and (b) for each outstanding Revolving Loan comprised
of  Eurocurrency Loans, the respective Loans made by the Increasing Lenders
and the Assuming Banks pursuant to this Section 2.22(e) shall be ABR Loans
until the last day of the then existing Interest Period for such Revolving
Loan.


Conditions of Lending

SECTION 3.01. Conditions Precedent to Initial Loans to be Made On or After
the Closing Date.

  The obligation of each Lender (other than the Designated Bidders) to make
its initial Loan on or after the Closing Date is subject to the condition
precedent that the Agent shall have received on or before the Borrowing Date
of such initial Borrowing the following, each dated on or before such day,
in form and substance satisfactory to the Agent and in sufficient copies for
each Lender:

Certified copies of the resolutions of the Board of Directors or Executive
Committee thereof the Company approving this Agreement, and of all documents
evidencing other necessary corporate action and governmental approvals, if
any, with respect to this Agreement.

A certificate of the Secretary or an Assistant Secretary of the Company
certifying the names and true signatures of the officers of the Company
authorized to sign this Agreement and the other documents to be delivered
hereunder.

A favorable opinion of (i) Arnoldo Perez, general counsel of the Company,
substantially in the form of Exhibit C-1 to this Agreement, (ii) Messrs.
Tapia, Linares y Alfaro, special Panamanian counsel to the Company,
substantially in the form of Exhibit C-2 to this Agreement, and (iii)
Holland & Knight LLP, special New York counsel to the Company, referring to
this Agreement, and as to such other matters as any Lender through the Agent
may reasonably request.  The Company hereby instructs each such counsel to
deliver its opinion to the Agent and the Lenders.

A letter from the Process Agent, referred to and defined in Section 9.06 of
this Agreement, in which it agrees to act as Process Agent for the Company
and to deliver forthwith to the Company all process received by it as such
Process Agent.

Evidence of the good standing of the Company in the Republic of Panama dated
as of a recent date.

An irrevocable notice, effective on or before the Borrowing Date of such
Borrowing, from the Company terminating (i) the Commitments (as therein
defined) pursuant to the terms of Section 2.11 of the U.S.$1,000,000,000
Revolving Credit Agreement dated as of July 1, 1993, amended and restated as
of December 17, 1996, by and among the Company, the agent and the lenders
named therein, and repayment in full on or prior to such Borrowing Date of
all notes issued thereunder and (ii) the commitments pursuant to the terms
of the U.S.$200,000,000 Revolving Credit Agreement dated as of April 1,
1996, as amended and restated as of January 17, 1997, among Carnival (UK)
plc, the agent and the lenders named therein, and repayment in full on or
prior to such Borrowing Date of all notes issued thereunder.

All corporate or other proceedings, and all documents, instruments and other
legal matters in connection with the transactions contemplated by the Loan
Documents and the Transaction shall be reasonably satisfactory in form and
substance to each of the Lenders (other than the Designated Bidders) and the
Agent and their counsel.

Evidence of payment by the Borrowers of all applicable documentary stamp
taxes (if any) payable in connection with the authorization, execution and
delivery of each of the Loan Documents, and the performance of the
transactions hereby or thereby contemplated, or an opinion of counsel that
no such taxes are payable.

SECTION 3.02. Conditions Precedent to Each Revolving Borrowing.

  The obligation of each Lender to make a Revolving Loan on the occasion of
each Revolving Borrowing (including the initial Revolving Borrowing) shall
be subject to the further conditions precedent that on the Borrowing Date of
such Revolving Borrowing (a) the following statements shall be true, and the
Agent shall have received for the account of such Lender a certificate
signed by a duly authorized officer of the applicable Borrower, effective as
of the date of such Revolving Borrowing, stating that (and each of the
giving of the applicable notice of borrowing and the acceptance by such
Borrower of the proceeds of such Revolving Borrowing shall constitute a
representation and warranty by such Borrower that on the date of such
Revolving Borrowing such statements are true):

The representations and warranties contained in Section 4.01 are correct on
and as of the date of such Revolving Borrowing, before and after giving
effect to such Revolving Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date, except that (A) the
representation set forth in the last sentence of Section 4.01(e) shall be
made only (y) on the occasion of the initial Revolving Borrowing on or after
the Closing Date and (z) on the occasion of each Revolving Borrowing
resulting in an aggregate outstanding principal amount of Revolving Loans
greater than such amount outstanding immediately prior to such Revolving
Borrowing and (B) the representations set forth in Section 4.01(h) and in
clause (z) of Section 4.01(i) shall be made only on the Closing Date, and

No Default or Event of Default has occurred and is continuing, or would
result from such Revolving Borrowing or from the application of the proceeds
therefrom;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender (other than the Designated Bidders) through the Agent
may reasonably request.

SECTION 3.03. Conditions Precedent to Each Competitive Loan Borrowing.
  The obligation of each Lender which is to make a Competitive Loan on the
occasion of a Competitive Borrowing (including the initial Competitive
Borrowing) to make such Competitive Loan as part of such Competitive
Borrowing is subject to the conditions precedent that (i) the Agent shall
have received the written confirmatory notice of Competitive Borrowing with
respect thereto and (ii) on the Borrowing Date of such Competitive Borrowing
the following statements shall be true (and each of the giving of the
applicable Competitive Bid Request and the acceptance by the applicable
Borrower of the proceeds of such Competitive Borrowing shall constitute
representation and warranty by such Borrower that on the date of such
Competitive Borrowing such statements are true):

The representations and warranties contained in Section 4.01 are correct on
and as of the date of such Competitive Loan Borrowing, before and after
giving effect to such Competitive Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date,

No Default or Event of Default has occurred and is continuing, or would
result from such Competitive Borrowing or from the application of the
proceeds therefrom, and

No event has occurred and no circumstance exists as a result of which the
information concerning the Borrowers that has been provided to the Agent and
each Lender by the Borrowers in connection herewith would include an untrue
statement of a material fact or omit to state any material fact or any fact
necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.

SECTION 3.04. Initial Borrowing by each Borrowing Subsidiary.
  The obligation of each Lender to make Loans to any Borrowing Subsidiary is
subject to the satisfaction (or waiver in accordance with Section 9.01) of
the following conditions:

The Agent (or its counsel) shall have received such Borrowing Subsidiary's
Borrowing Subsidiary Agreement, duly executed by all parties thereto.

The Agent shall have received such documents and certificates as the Agent
or its counsel may reasonably request relating to the organization,
existence and good standing (to the extent such concept is relevant to such
Person in its jurisdiction of organization) of such Borrowing Subsidiary,
the authorization of the Transactions insofar as they relate to such
Borrowing Subsidiary and any other legal matters reasonably relating to such
Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such
Transactions, all in form and substance satisfactory to the Agent and its
counsel.


Representations and Warranties


SECTION 4.01. Representations and Warranties of the Borrowers.
  Each of the Borrowers represents and warrants as follows:

Due Existence; Compliance.

  Each Borrower is a corporation duly incorporated, validly existing
and in good standing, under the laws of its jurisdiction of formation and
has all requisite corporate power and authority under such laws to own or
lease and operate its properties and to carry on its business as now
conducted and as proposed to be conducted, and to execute, deliver and
perform its obligations under the Loan Documents, to which it is, or will
be, a party.  Each of the Borrowers and their respective subsidiaries is
duly qualified or licensed to do business as a foreign corporation and is in
good standing, where applicable, in all jurisdictions in which it owns or
leases property (including vessels), or proposes to own or lease property
(including vessels), or in which the conduct of its business, and the
conduct of its business upon consummation of the Transaction, requires it to
so qualify or be licensed, except to the extent that the failure to so
qualify or be in good standing would have no material adverse effect on the
business, operations, properties, prospects or condition (financial or
otherwise) of the Company and its Subsidiaries or the ability of any such
Person to perform its obligations under any of the Loan Documents to which
it is or may be a party.  Each of the Borrowers and their respective
subsidiaries is in compliance in all material respects with all applicable
laws, rules, regulations and orders.

Corporate Authorities; No Conflicts.
  The execution, delivery and performance by each Borrower of this
Agreement and the other Loan Documents to which it is or will be a party are
within its corporate powers and have been duly authorized by all necessary
corporate and stockholder approvals and (i) do not contravene its charter or
by-laws or any law, rule, regulation, judgment, order or decree applicable
to or binding on such Borrower or its subsidiaries and (ii) do not
contravene, and will not result in the creation of any Lien under, any
provision of any contract, indenture, mortgage or agreement to which any of
the Borrowers or their respective subsidiaries is a party, or by which it or
any of its properties are bound.

Government Approvals and Authorizations.
  No authorization or approval (including exchange control approval) or
other action by, and no notice to or filing with, any governmental authority
or regulatory body is required for the due execution, delivery and
performance by or enforcement against the Borrowers of the Loan Documents
(except such as have been duly obtained or made and remain in full force and
effect).

Legal, Valid and Binding.
  Each of the Loan Documents is, or upon delivery will be, the legal,
valid and binding obligation of each Borrower, enforceable against such
Borrower in accordance with its terms (except as enforcement may be limited
by bankruptcy, moratorium, insolvency, reorganization or similar laws
generally affecting creditors' rights as well as the award by courts of
relief in lieu of specific performance of contractual provisions).

Financial Information.
  Each of the consolidated annual audited balance sheet of the Company
as at November 30, 2000, and the consolidated quarterly unaudited balance
sheet of the Company as at February 28, 2001, and the related consolidated
statements of operations and consolidated statements of cash flows of the
Company and its Subsidiaries for the fiscal year or fiscal quarter then
ended, as the case may be, copies of which have been furnished heretofore by
the Company to the Agent, fairly present the consolidated financial
condition of the Company and its Subsidiaries as at such date and the
consolidated results of the operations of the Company and its Subsidiaries
for the period ended on such date, all in accordance with GAAP consistently
applied (subject, in the case of the February 28, 2001 statements to normal
year-end audit adjustments).  Since November 30, 2000, there has been no
material adverse change in the business, operations, properties or condition
(financial or otherwise) of the Company or any of its Subsidiaries.

Litigation and Environmental.
  There is not pending nor, to the knowledge of any Borrower upon due
inquiry and investigation, threatened any action or proceeding affecting any
of the Borrowers or their respective subsidiaries, by or before any court,
governmental agency or arbitrator, which reasonably could be expected (i) to
materially adversely affect the assets, business, properties, prospects,
operations or condition (financial or otherwise) of the Company and its
Subsidiaries taken as a whole, or (ii) to prohibit, limit in any way or
materially adversely affect the consummation of the Transaction contemplated
by the Loan Documents, including, without limitation, the ability of the
Borrowers to perform its obligations under this Agreement.  Except with
respect to any matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of the
Borrowers nor any of their respective subsidiaries (i) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of
any claim with respect to any Environmental Liability or (iv) knows of any
basis for any Environmental Liability.

Immunities.
  None the Borrowers nor any of their respective subsidiaries, nor the
property of any of them, has 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) under
the laws of the jurisdiction of its organization.

No Taxes.
  There is no tax, levy, impost, deduction, charge or withholding or
similar item imposed (i) by Panama or the States of Florida or New York, or
by any political subdivision of any of the foregoing, on or by virtue of the
execution and delivery of these representations and warranties, the
execution or delivery or enforcement of this Agreement or any other document
to be furnished hereunder or thereunder (provided, with respect to the State
of Florida, that each of this Agreement and each note delivered pursuant to
Section 2.08(e) is executed and delivered outside Florida and is not brought
into Florida at any time after such execution and delivery), or (ii) by
Panama or the States of Florida or New York, or by any political subdivision
of any of the foregoing, on any payment to be made by the Company pursuant
to this Agreement, other than (i) taxes on or measured by net income imposed
by any such jurisdiction in which the Lender has its situs of organization
or a fixed place of business or (ii) taxes that have been paid in full by
the Company or the amount or validity of which are being contested in good
faith by appropriate proceedings and with respect to which appropriate
reserves in accordance with GAAP have been provided on its books.

No Filing.
  To ensure the legality, validity, enforceability or admissibility in
evidence of this Agreement in each of Panama, the States of Florida and New
York, it is not necessary (y) that this Agreement, or any other document
related to any thereof, be filed or recorded with any court or other
authority in such jurisdiction, or (z) that any stamp or similar tax be paid
on or with respect to this Agreement except to the extent provided in (h)
above.

No Defaults.
  There does not exist (i) any event of default, or any event that with
notice or lapse of time or both would constitute an event of default, under
any agreement to which any Borrower or any of its subsidiaries is a party or
by which any of them may be bound, or to which any of their properties or
assets may be subject, which default would have a material adverse effect on
the Company and its Subsidiaries taken as a whole, or would materially
adversely affect their ability to perform their respective obligations under
this Agreement, or (ii) any event which is or would result in a Default or
Event of Default.

Margin Regulations.
  No part of the proceeds of the Loan will be used for any purpose that
violates the provisions of any of Regulations  T, U or X of the Board of
Governors of the Federal Reserve System or any other regulation of such
Board of Governors.  None of the Borrowers nor any of their respective
subsidiaries is engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock, within the meaning of Regulations T,
U and X issued by the Board of Governors of the Federal Reserve System.

Investment Company Act.
  None of the Borrowers is an "investment company" or a company
"controlled" by an "investment company" (as each of such terms is defined or
used in the Investment Company Act of 1940, as amended).

Taxes Paid.
        Each of the Borrowers and their respective subsidiaries (A) has
filed or caused to be filed, or has timely requested an extension to file or
has received from the relevant governmental authorities an extension to
file, all material tax returns which are required to have been filed, and
(B) has paid all taxes shown to be due and payable on said returns or
extension requests or on any material assessments made against it or any of
its properties, and all other material taxes, fees or other charges imposed
on it or any of its properties by any governmental authority (other than
those the amount or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which appropriate
reserves in conformity with GAAP have been provided on its books); and (ii)
no material tax liens have been filed and no material claims are being
asserted with respect to any such taxes, fees or other charges other than
those the amount or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which appropriate
reserves in accordance with GAAP have been provided on its books; provided,
however, that the representations and warranties made in subdivisions (i)(A)
and (i)(B) of this paragraph (m) with respect to Il Ponte S.p.A. and its
subsidiaries acquired on or about September 30, 2000 are limited to tax
returns required to be filed with respect to the period from and after
September 30, 2000.

Disclosure.
  No representation, warranty or statement made or document or
financial statement provided by any Borrower or any Affiliate or subsidiary
thereof, in or pursuant to this Agreement, or in any other document
furnished in connection therewith, is untrue or incomplete in any material
respect or contains any misrepresentation of a material fact or omits to
state any material fact necessary to make any such statement herein or
therein not misleading.

Good Title.
  Each Borrower has good title to its properties and assets, except for
(i) as permitted under this Agreement, existing or future Liens, security
interests, mortgages, conditional sales arrangements and other encumbrances
either securing Indebtedness or other liabilities of such Borrower or any of
its subsidiaries, or which such Borrower in its reasonable business judgment
has determined would not be reasonably expected to materially interfere with
the business or operations of such Borrower and its subsidiaries as
conducted from time to time, and (ii) minor irregularities therein which do
not materially adversely affect their value or utility.

ERISA.
  (i)  No Insufficiency or Termination Event has occurred or is
reasonably expected to occur, and no "accumulated funding deficiency" exists
and no "variance" from the "minimum funding standard" has been granted (each
such term as defined in Part III, Subtitle B, of Title I of ERISA) with
respect to any Plan (other than any Multiemployer Plan or Plan that has been
terminated and all the liabilities of which have been satisfied in full
prior to March 30, 1990) in which any Borrower or any of its subsidiaries is
a participant.

(ii)  None of the Borrowers nor any ERISA Affiliate has incurred, or
is reasonably expected to incur, any Withdrawal Liability to any
Multiemployer Plan.
(iii)  None of the Borrowers nor any ERISA Affiliate has received
any notification that any Multiemployer Plan in which it is a participant
is in reorganization or has been terminated, within the meaning of Title
IV of ERISA, and no such Multiemployer Plan is reasonably expected to be
in reorganization or to be terminated within the meaning of Title IV of
ERISA.


Covenants of the Borrowers


SECTION 5.01. Affirmative Covenants.
  So long as any Loan or any other Obligation shall remain unpaid or any
Lender shall have any Commitment under this Agreement, each Borrower shall,
unless the Agent on behalf of the Lenders shall otherwise consent in writing
in accordance with Section 7.03, comply with each of the following
affirmative covenants:
Compliance with Laws.

  Each Borrower shall comply, and cause each of its subsidiaries to
comply, in all material respects with all applicable laws, rules,
regulations and orders, and to pay when due all taxes, assessments and
governmental charges imposed upon it or upon its property, except to the
extent contested in good faith by appropriate proceedings and for which
adequate reserves in conformity with GAAP have been provided.

Use of Proceeds.
  Each Borrower shall use all proceeds of the Loans for such general
corporate purposes as may be permitted under applicable law, including
support for its commercial paper programs, if any.

Financial Information; Defaults.

Each Borrower shall promptly inform the Agent of any event which is or may
become a default or breach of such Borrower's obligations under the Loan
Documents or result in a Default or Event of Default, or any event which
materially adversely affects its ability fully to perform any of its
obligations under any Loan Document, or any event of default which has occurred
and is continuing under any material agreement to which the Company or any of
its Subsidiaries is a party;

As soon as the same become available, but in any event within 120 days after
the end of each of its fiscal years, the Company shall deliver to the Agent on
behalf of the Lenders audited consolidated financial statements of the Company.
 Delivery of the Company's annual financial statements containing information
required to be filed with the Securities and Exchange Commission on Form 10-K
(as in effect on the Closing Date) shall satisfy the requirements of the first
sentence of this Section 5.01(c)(ii) insofar as they relate to the Company on
a consolidated basis, provided however that such requirements shall not be
satisfied if the Company makes no such filings or if there is a material change
after the Closing Date in the form or substance of financial disclosures and
financial information required to be set forth in Form 10-K.  All such audited
consolidated financial statements of the Company shall set forth, in
comparative form the corresponding figures for the preceding fiscal year
(excluding, as to any Subsidiary acquired after the Closing Date and not
accounted for in accordance with the pooling method of accounting,
corresponding information for the period preceding its acquisition); all such
audited consolidated financial statements shall be accompanied by an opinion
thereon of independent certified public accountants of recognized national
standing reasonably acceptable to the Agent, which opinion shall state that
said financial statements fairly present the consolidated financial condition
and results of operations of the Company as at the end of, and for, such fiscal
year;

As soon as the same become available and in any event within 75 days after the
end of the first three fiscal quarters of each of its fiscal years, the
Company shall deliver to the Agent on behalf of the Lenders (A) unaudited
consolidated statements of income and cash flows of the Company for each such
quarterly period and for the period from the beginning of its then current
fiscal year to the end of such period, and (B) related unaudited consolidated
balance sheets of the Company, in each case as at the end of each such
quarterly period.  Delivery of the Company's quarterly financial statements
containing information required to be filed with the Securities and Exchange
Commission on Form 10-Q (as in effect on the Closing Date) shall satisfy the
requirements of the first sentence of this Section 5.01(c)(iii) insofar as they
relate to the Company on a consolidated basis, provided however that such
requirements shall not be satisfied if the Company makes no such filings or if
there is a material change after the Closing Date in the form or substance of
financial disclosures and financial information required to be set forth in
Form 10-Q.  All such unaudited consolidated financial statements shall be
accompanied by a certificate of a senior financial officer of the Company,
which certificate shall state that such financial statements fairly present the
consolidated financial condition and results of the operations of the Company,
as at the end of, and for, such period (subject to normal year end audit
adjustments) in accordance with GAAP, consistently applied;

Together with the financial statements to be delivered to the Agent on behalf
of the Lenders from time to time pursuant to clauses (ii) and (iii) of this
Section 5.01(c), the Company shall deliver to the Agent a certificate of a
senior financial officer of the Company, which certificate shall (A) state that
the consolidated financial condition and operations of the Company and its
Subsidiaries are such as to be in compliance with all of the provisions of
Sections 5.01(d) and 5.02(a) and (f) of this Agreement, (B) set forth in
reasonable detail the computations necessary to determine whether the
provisions of Sections 5.01(d) and 5.02(a) and (f) have been complied with, and
(C) state that no Default or Event of Default has occurred and is continuing;

Promptly upon their becoming available, the Company shall deliver to the Agent
copies of all registration statements and periodic reports which the Company
shall have filed with the Securities and Exchange Commission or any national
securities exchange or market and any ratings (and changes thereto) of its debt
by S&P, Moody's and, if applicable, Fitch, Inc.;

Promptly upon the mailing thereof to its shareholders, the Company shall
deliver to the Agent copies of all financial statements and reports so mailed;

As soon as reasonably possible, the Company shall deliver to the Agent copies
of all reports and notices which it or any of its Subsidiaries files under
ERISA with the Internal Revenue Service, the PBGC, the U.S. Department of Labor
or the sponsor of a Multiemployer Plan, or which it or any of its Subsidiaries
receives from the PBGC or the sponsor of a Multiemployer Plan related to (a)
any Termination Event and (b) with respect to a Multiemployer Plan, (x) any
Withdrawal Liability, (y) any actual or expected reorganization (within the
meaning of Title IV of ERISA), or (z) any termination of a Multiemployer Plan
(within the meaning of Title IV of ERISA); and

From time to time on request, each Borrower shall furnish the Agent on behalf
of the Lenders with such information and documents, and provide access to the
books, records and agreements of such Borrower, or any subsidiary of such
Borrower, as the Agent on behalf of the Lenders may reasonably require.

All certificates, materials and documents to be furnished by any Borrower under
this Section 5.01(c) shall be provided to the Agent in such number of copies
as the Agent may reasonably request and shall be furnished promptly by the
Agent to the Lenders; and
Financial Covenants.

  The Company shall ensure that:

the ratio of its Total Debt to Total Capital, tested as of the last day of each
fiscal quarter, shall be at all times less than fifty percent (50%); and

at the end of each fiscal quarter, the amount of its Consolidated Cash Flow
shall be, for the period of the four fiscal quarters then ended, at least 125%
of the sum of (i) the aggregate amount of (x) dividend payments, (y) scheduled
principal loan repayments (excluding scheduled principal loan repayments under
this Agreement, under any commercial paper facility backed by a long-term
credit facility, or any short term debt facility or revolving credit facility
that are refinanced on the date of such repayment) and (z) scheduled Capital
Lease payments made, in respect of the Company and its Subsidiaries, on a
consolidated basis during such period of four fiscal quarters.

Corporate Existence, Mergers.
  Each Borrower shall preserve and maintain in full force and effect
its corporate existence and rights and those of its subsidiaries, and not
merge or consolidate with or into, or convey, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) all
or substantially all of its assets (whether now owned or hereafter acquired)
to, or acquire all or substantially all of the assets of, any Person or
permit any of its subsidiaries to do so, except that (v) any subsidiary of
any Borrower may merge or consolidate with or into such Borrower if the
surviving entity is such Borrower, or transfer assets to, or acquire assets
of such Borrower so long as such assets do not constitute all or
substantially all of the assets of such Borrower, (w) any subsidiary of any
Borrower may merge or consolidate with or into, or transfer assets to, or
acquire assets of, any other subsidiary of any Borrower, (x) any Borrower
and its subsidiaries may acquire all or substantially all of the assets of
any Person if the surviving entity is such Borrower or such subsidiary, as
the case may be and (y) any Borrower may cause the change of its
jurisdiction by way of merger or otherwise, upon consent of the Required
Lenders, which consent shall not unreasonably be denied.

Insurance.
  Each Borrower shall, and shall cause each of its subsidiaries to,
insure and keep insured, with financially sound and reputable insurers, so
much of its properties, in such amounts and against such risks, as to all
the foregoing, in each case, reasonably satisfactory to the Lenders and as
are usually and customarily insured by companies engaged in a similar
business with respect to properties of a similar character.

Actions Respecting Certain Excess Sale Proceeds.
  In the event that the Borrowers and/or their respective subsidiaries
shall sell or otherwise dispose of, in one or more transactions "assets" (as
 hereinafter defined) with an aggregate book value (net of depreciation) in
excess of Seven Hundred Fifty Million Dollars ($750,000,000) during any
fiscal year or Two Billion Dollars ($2,000,000,000) during the period from
and including the Closing Date to and including the Maturity Date, the
applicable Borrower shall apply all proceeds of such sale or disposition in
an amount at least equal to the amount (the "Excess Amount") in excess of
Seven Hundred Fifty Million Dollars ($750,000,000) or Two Billion Dollars
($2,000,000,000), as applicable, first, to the prepayment, pro rata, of the
outstanding amount of each Revolving Loan, second to establish cash
collateral with the Agent pursuant to an agreement, in form and substance
satisfactory to the Agent providing for interest-bearing investments in cash
or cash equivalents selected by the Company, for the payment when due on a
pro rata basis of the outstanding amount of each Competitive Loan, and third
the balance, if any (including any interest accrued on cash collateral not
required to prepay Competitive Loans pursuant to the previous clause), to
such general corporate purposes as may be permitted under applicable law;
provided, however, that in the case of an Excess Amount in excess of Two
Billion Dollars ($2,000,000,000) that the Borrowers shall terminate the
Commitment of the Lenders in an amount at least equal to such Excess Amount.
 For purposes of testing covenant compliance under this Section 5.01(g),
"assets" (i) shall mean only such assets having a book value (net of
depreciation) at the time of sale or disposition greater than Twenty-five
Million Dollars ($25,000,000) and (ii) shall not include Excluded Assets.

Payment of Obligations.
  The Company will, and will cause each of its Subsidiaries to, pay its
obligations that, if not paid, could result in a Material Adverse Effect
before the same shall become delinquent or in default, except where (i) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, (ii) such Borrower or such subsidiary has set aside on its
books adequate reserves with respect thereto in accordance with GAAP and
(iii) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect.

Maintenance of Properties.
  Each Borrower will, and will cause each of its subsidiaries to, keep
and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.

Further Assurances.
  Each Borrower shall do all things necessary to maintain each of the
Loan Documents as legal, valid and binding obligations, enforceable in
accordance with their respective terms by the Agent and the Lenders.  Each
Borrower shall take such other actions and deliver such instruments as may
be necessary or advisable, in the opinion of the Agent on behalf of the
Lenders to protect the rights and remedies of the Agent and the Lenders
under the Loan Documents.

SECTION 5.02. Negative Covenants.
  So long as any Loan or any other Obligation shall remain unpaid or any
Lender shall have any Commitment, each Borrower shall not, unless the Agent
on behalf of the Lenders shall otherwise consent in writing in accordance
with Section 7.03:

Sale of Assets.
  Unless in compliance with Section 5.01(g), sell or otherwise dispose
of, or permit any of its subsidiaries to sell or dispose of, in one or more
transactions, (i) during any fiscal year, "assets" (as hereinafter defined)
with an aggregate book value (net of depreciation) in excess of Seven
Hundred Fifty Million Dollars ($750,000,000), or (ii) during the period from
and including the Closing Date to and including the Maturity Date, "assets"
(as hereinafter defined) with a book value in excess of Two Billion Dollars
($2,000,000,000).  For purposes of testing covenant compliance under this
Section 5.02(a), "assets" (i) shall mean only such assets having a book
value (net of depreciation) at the time of sale or disposition greater than
Twenty-five Million Dollars ($25,000,000) and (ii) shall not include
Excluded Assets.

Limitation on Payment Restrictions Affecting Subsidiaries.
  Create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction (other than those contained in or
permitted by or through any other provision of this Agreement or the other
Loan Documents, including those contained in documents existing on the
Closing Date evidencing Indebtedness permitted by any of the foregoing) on
the ability of any Subsidiary to (i) pay dividends or make any other
distributions on such Subsidiary's capital stock or pay any Indebtedness
owed to the Company or any of its Subsidiaries, (ii) make loans to the
Company or any of its Subsidiaries, or (iii) transfer any of its property or
assets to the Company or any of its Subsidiaries.

Transactions with Officers, Directors and Shareholders.
  Enter or permit any of its subsidiaries to enter into any material
transaction or material agreement, including but not limited to any lease,
Capital Lease, purchase or sale of real property, purchase of goods or
services, with any subsidiary, Affiliate or any officer, or director of any
Borrower or of any such subsidiary or Affiliate, or any record or known
beneficial owner of equity securities of any such subsidiary, any known
record or beneficial owner of equity securities of any such Affiliate or any
Borrower, or any record or beneficial owner of at least five percent (5%) of
the equity securities of any Borrower, except on terms that are no less
favorable to such Borrower or the relevant subsidiary than those that could
have been obtained in a comparable transaction by such Borrower or such
subsidiary with an unrelated Person and except between Subsidiaries which
are consolidated for financial reporting purposes with the Company.

Compliance with ERISA.
  Become party to any prohibited transaction, reportable event,
accumulated funding deficiency or plan termination, all within the meaning
of ERISA and the Code with respect to any Plan as to which there is an
Insufficiency, nor permit any subsidiary to do so (except with respect to a
Multiemployer Plan if the foregoing shall result from the act or omission of
a Person party to such Multiemployer Plan other than any Borrower or its
subsidiary).

Investment Company.
  Be or become an investment company subject to the registration
requirements of the Investment Company Act of 1940, as amended, or permit
any subsidiary to do so.

Liens.
  Create or incur, or suffer to be created or incurred or come to
exist, any Lien in respect of Indebtedness on any vessel or other of its
properties or assets of any kind, real or personal, tangible or intangible,
included in the Company's consolidated balance sheet in accordance with
GAAP, nor shall any Borrower permit any of its subsidiaries to do any of the
foregoing.  Solely for purposes of the preceding sentence the term "Lien"
shall not include (i) Liens with respect to Excluded Assets or Excluded
Indebtedness and (ii) other Liens in respect of Indebtedness up to an amount
not greater than 40% of the amount of total assets of the Company as shown
on its most recent consolidated balance sheet (but excluding the value of
any intangible assets) delivered pursuant to Section 4.01(e) or 5.01(c)(ii)
or (iii).

Organizational Documents.
  Amend its articles of incorporation (or similar charter documents) or
by-laws (except for such amendments as shall not adversely affect the rights
and remedies of the Agent or any Lender).


Default


SECTION 6.01. Events of Default.
  If any of the following events ("Events of Default") shall occur and be
continuing:

Any Borrower shall fail to pay any facility fee, utilization fee or any
installment of principal of any Loan, when due, or shall fail to pay any
interest on any such Loan or fee within two (2) days after such interest
shall become due; or

Any representation or warranty made by or on behalf of any Borrower under or
in connection with this Agreement or any of the other Loan Documents shall
prove to have been incorrect in any material respect when made; or

Any Borrower shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement or any of the other Loan Documents on
its part to be performed or observed and, in each case, any such failure
shall remain unremedied for fifteen  (15) days after written notice thereof
shall have been given to such Borrower by the Agent or any Lender; or

Any Borrower, any of its Material Subsidiaries or any Subsidiary as of the
Closing Date shall fail to pay any amount or amounts due in respect of
Indebtedness in the aggregate amount in excess of Fifty Million Dollars
($50,000,000) (but excluding Indebtedness resulting from the Loans) of such
Borrower, such Material Subsidiary or other such Subsidiary when due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such
Indebtedness; or any other default under one or more agreements or
instruments relating to Indebtedness in the aggregate amount in excess of
Fifty Million Dollars ($50,000,000) (but excluding Indebtedness resulting
from the Loans) of such Borrower, such Material Subsidiary or other such
Subsidiary, or any other event, shall occur and shall continue after the
applicable grace period, if any, specified in such agreement or instrument,
if the effect of such default or event is to accelerate, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof; or

  Any Borrower or any Material Subsidiary shall (A) generally not pay its
debts as such debts become due, (B) threaten to stop making payments
generally, (C) admit in writing its inability to pay its debts generally,
(D) make a general assignment for the benefit of creditors, (E) not be
Solvent or (F) be unable to pay its debts;

Any proceeding shall be instituted in any jurisdiction by or against any
Borrower or any Material Subsidiary (A) seeking to adjudicate it a bankrupt
or insolvent, (B) seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of its debts
under any law relating to bankruptcy, insolvency or reorganization or relief
of debtors, or (C) seeking the entry of an administration order, an order
for relief, or the appointment of a receiver, trustee, or other similar
official, for it or for any substantial part of its property, provided,
that, in the case of any such proceeding instituted against but not by any
Borrower or any Material Subsidiary, such proceeding shall remain
undismissed or unstayed for a period of forty-five (45) days or any of the
relief sought in such proceeding (including, without limitation, the entry
of an order for relief against it or the appointment of a receiver, trustee,
custodian or other similar official for it or any substantial part of its
property) shall be granted; or

(A) Any Borrower or any Material Subsidiary shall take any corporate action
to authorize any of the actions set forth above in subparagraph (e)(2) of
this Section 6.01, or (B) any director, or if one or more directors are
elected and acting, any two directors of any Borrower or any Material
Subsidiary, or any Person owning directly, or indirectly, shares of capital
stock of any Borrower or any Material Subsidiary in a number sufficient to
elect a majority of directors of any Borrower or any Material Subsidiary,
shall take any preparatory or other steps to convene a meeting of any kind
of any Borrower or any Material Subsidiary, or any meeting is convened or
any other preparatory steps are taken, for the purposes of considering or
passing any resolution or taking any corporate action to authorize any of
the actions set forth above in subparagraph (e)(2) of this Section 6.01; or

One or more judgments or orders for the payment of money, singly or in the
aggregate, in excess of an amount equal to Seventy-five Million Dollars
($75,000,000) (not covered by insurance) shall be rendered against any
Borrower or any of its subsidiaries and either (i) enforcement proceedings
shall have been commenced by any creditor upon such judgment or order or
(ii) there shall have elapsed any period of thirty (30) consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not have been in effect; or

(i) any person or group, other than any Subsidiary, any of the Company's or
its Subsidiaries' employee benefit plans or permitted holders after the
Closing Date files a Schedule TO or a Schedule 13D (or any successors
to those Schedules) stating that it has become and actually is the
beneficial owner of the Company's voting stock representing more than
50% of the total voting power of all of the Company's classes of voting
stock entitled to vote generally in the election of the members of the
Company's board of directors; or (ii) the Company consolidates with or
merges with or into another person (other than a Subsidiary), the
Company sells conveys, transfers or leases its properties and assets
substantially as an entirety to any person (other than a Subsidiary),
or any person (other than a Subsidiary) consolidates with or merges
with or into the Company, and the Company's outstanding common stock is
reclassified into, exchanged for or converted into the right to receive
any other property or security, provided that none of these
circumstances will be an Event of Default if the persons that
beneficially own the Company's voting stock immediately prior to a
transaction beneficially own, in substantially the same proportion,
shares with a majority of the total voting power of all outstanding
voting securities of the surviving or transferee person that are
entitled to vote generally in the election of that person's board of
directors.  For purposes of this paragraph (g), a "permitted holder"
means each of Marilyn B. Arison, Mickey Meir Arison, Shari Arison,
Michael Arison or their spouses, children or lineal descendants of
Marilyn B. Arison, Mickey Meir Arison, Shari Arison, Michael Arison or
their spouses, any trust established for the benefit of any Arison
family member mentioned in this paragraph, or any "person" (as such
term is used in Section 13(d) or 14(d) of the Exchange Act), directly
or indirectly, controlling,  controlled by or under common control with
any Arison family member mentioned in this paragraph or any trust
established for the benefit of any such Arison family member or any
charitable trust or non-profit entity established by a permitted
holder.  Notwithstanding anything to the contrary, the completion of a
merger, consolidation or other transaction effected with one of the
Company's Affiliates for the purpose of changing its jurisdiction of
organization or effecting a corporate reorganization, including,
without limitation, the implementation of a holding company structure
shall not be deemed to be an Event of Default.  For purposes of this
paragraph (g), (i) the term "person" and the term "group" have the
meanings given by Sections 13(d) and 14(d) of the Exchange Act or any
successor provisions; (ii) the term "group" includes any group acting
for the purpose of acquiring, holding or disposing of securities within
the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor
provision; and (iii) the term "beneficial owner" is determined in
accordance with Rules 13d-3 and 13d-5 under the Exchange Act or any
successor provision, except that a person will be deemed to have
beneficial ownership of all shares that person has the right to acquire
irrespective of whether that right is exercisable immediately or only
after the passage of time; or

Any material provision of any of the Loan Documents after delivery thereof
shall for any reason cease to be valid and binding on the parties thereto
(other than the Lenders and the Agent), or any party thereto (other than a
Lender or the Agent) shall so state in writing;

then, and in any such event, the Agent on direction of the Required Lenders (i)
shall, by notice to the Borrowers, declare the Commitment to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall, by notice to the
Borrowers, declare each Loan,  all interest thereon and all other amounts
payable under this Agreement, to be forthwith due and payable (except that no
notice shall be required upon the occurrence of an Event of Default described
in paragraph (e) of this Section 6.01) whereupon each Loan, all such interest
and all such amounts shall become and be forthwith due and payable without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrowers.


Relation of Lenders; Assignments, Designations And Participations


SECTION 7.01. Lenders and Agent.
  The general administration of this Agreement and the Loan Documents shall
be by the Agent, and each Lender hereby authorizes and directs the Agent to
take such action (including without limitation retaining lawyers,
accountants, surveyors or other experts) or forbear from taking such action
as in the Agent's reasonable opinion may be necessary or desirable for the
administration hereof (subject to any direction of the Required Lenders and
to the other requirements of Section 7.03 hereof).  The Agent shall inform
each Lender, and each Lender shall inform the Agent, of the occurrence of
any Event of Default promptly after obtaining knowledge thereof; however,
unless it has actual knowledge of an Event of Default, each of the Agent and
the Lenders may assume that no Event of Default has occurred.

SECTION 7.02.Setoff.
  Upon (i) the occurrence and during the continuance of any Event of Default
and (ii) the making of the request or the granting of the consent specified
by Section 6.01 to authorize the Agent to declare the Loans due and payable
pursuant to the provisions of Section 6.01, each Lender is hereby authorized
at any time and from time to time, to the fullest extent permitted by law,
to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender to or for the credit or the account of any
Borrower against any and all of the obligations of such Borrower now or
hereafter existing under this Agreement, whether or not such Lender shall
have made any demand under this Agreement and although such obligations may
be unmatured.  Each Lender agrees promptly to notify the Borrowers after any
such set-off and application made by such Lender, provided that the failure
to give such notice shall not affect the validity of such set-off and
application.  The rights of each Lender under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) which such Lender may have.

SECTION 7.03. Approvals.
  Upon any occasion requiring or permitting an approval of any amendment or
modification or any consent, waiver, declaring an Event of Default or taking
any action thereafter, or any other action on the part of the Agent or the
Lenders under any of the Loan Documents, (1) action may (but shall not be
required to) be taken by the Agent for and on the behalf or for the benefit
of all Lenders, provided (A) that no other direction of the Required Lenders
shall have been previously received by the Agent, and (B) that the Agent
shall have received consent of the Required Lenders to enter into any
written amendment or modification of the provisions of any of the Loan
Documents, or to consent in writing to any material departure from the terms
of any Loan Documents by any Borrower or any other party thereto or (2)
action shall be taken by the Agent upon the direction of the Required
Lenders, and any such action shall be binding on all Lenders; provided
further, however, that unless all of the Lenders (other than the Designated
Bidders) agree in writing thereto, no amendment, modification, waiver,
consent or other action with respect to this Agreement or any of the
Revolving Loans shall be effective which (a) increases the Commitment or
increases the Percentage Interest of any of the Lenders, except as permitted
under Section 2.22, (b) reduces any commission, fee, the principal or
interest owing to any Lender in respect of the Revolving Loans hereunder or
the method of calculation of any thereof, (c) extends the Maturity Date or
the date on which any sum in respect of the Revolving Loans is due
hereunder, (d) releases any collateral, guaranty, including the guarantee by
the Company pursuant to Article VIII, or other security, (e) amends the
provisions of this Section 7.03 or the definition of Required Lenders, (f)
waives any condition for Borrowing set forth in Article III or (h) changes
any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage
of Lenders required to waive, amend or modify any rights hereunder or make
any determination or grant any consent hereunder.

SECTION 7.04. Exculpation.
  The Agent shall not be liable or answerable for anything whatsoever in
connection with any of the Loan Documents or other instrument or agreement
required hereunder or thereunder, including responsibility in respect of the
execution, delivery, construction or enforcement of any of the Loan
Documents or any such other instrument or agreement, or for any action taken
or not taken by the Agent in any case involving exercise of any power or
authority conferred upon the Agent under any thereof, except for its wilful
misconduct or gross negligence, and the Agent shall have no duties or
obligations other than as provided herein and therein.  The Agent shall be
entitled to rely on any opinion of counsel (including counsel for any
Borrower or any of its subsidiaries) in relation to any of the Loan
Documents or any other instrument or agreement required hereunder or
thereunder and upon writings, statements and communications received from
any Borrower or any of its subsidiaries (including any representation made
in or in connection with any Loan Document), or from any other party to any
of the Loan Documents or any documents referred to therein or any other
Person, firm or corporation reasonably believed by it to be authentic, and
the Agent shall not be required to investigate the truth or accuracy of any
writing or representation, nor shall the Agent be liable for any action it
has taken or omitted in good faith on such reliance.

SECTION 7.05. Indemnification.
  Each Lender (other than any Designated Bidder) agrees to indemnify the
Agent, except to the extent reimbursed by the Borrowers and except in the
case of any suit by any Lender against the Agent resulting in a final
judgment against the Agent, ratably according to the aggregate principal
amount of the Revolving Loans then held by it (or if no Revolving Loans are
outstanding or if any such Revolving Loans are held by Persons which are not
Lenders, ratably according to the amount of its Commitment) against all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
(except to the extent the foregoing results from the Agent's gross
negligence or wilful misconduct) which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of (y) any
of the Loan Documents or any other instrument or agreement contemplated
hereunder or thereunder or (z) any action taken or omitted by the Agent
under any of the Loan Documents or such other instrument or agreement.

SECTION 7.06. Agent as Lender.
  The Agent shall, in its individual capacity, have the same rights and
powers hereunder as any other Lender and may exercise the same as though it
were not an agent; the term "Lenders" shall include the Agent in its
individual capacity to the extent of its Percentage Interest.  The Agent and
its subsidiaries and Affiliates may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with the
Borrowers and their respective subsidiaries and Affiliates, as if it were
not the Agent.

SECTION 7.07. Notice of Transfer; Resignation; Successor Agent.
     The Agent may deem and treat a Lender party to this Agreement as the
owner of such Lender's interest in any Loan and any other instrument or
agreement contemplated hereunder or thereunder for all purposes hereof
unless and until a written notice of the assignment or transfer thereof,
executed by such Lender and otherwise in compliance with the requirements of
Section 7.09 hereof, shall have been received and accepted by the Agent.
The Agent shall resign if directed by the Required Lenders for any reason.
The Agent may not resign at any time, except that, upon written notice to
the Lenders and the Borrowers, the Agent may resign if in its judgment there
exist or may occur reasons related to conflict of interest, a change in, or
violation of, law or regulation or interpretation thereof, or such other
occurrence that may prevent or impede the Agent in discharging its duties
hereunder faithfully and effectively in accordance with their terms.

Any successor Agent shall be appointed by the Required Lenders and shall be
a bank or trust company reasonably satisfactory to the Borrowers (so long as
no Event of Default shall have occurred and be continuing) and the Required
Lenders.  If no successor Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation or the Required Lender's
removal of the Agent, then such retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $75,000,000.
Upon the acceptance of any appointment as Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
under this Agreement.  After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Article VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement.

SECTION 7.08. Credit Decision; Not Trustee.
  Each Lender represents that it has made, and agrees that it shall continue
to make, its own independent investigation of the financial condition and
affairs of the Company and its Subsidiaries, and its own appraisal of the
creditworthiness of the Company and its Affiliates and Subsidiaries in
connection with the making and performance of this Agreement.  The Agent has
and shall have no duty or responsibility whatsoever on the date hereof or,
except as otherwise expressly provided in this Agreement at any time
hereafter, to provide any Lender with any credit or other information.
Nothing herein shall (nor shall it be construed so as to) constitute the
Agent a trustee for any Borrower or its subsidiaries or impose on it any
duties or obligations other than those for which express provision is made
in this Agreement or under the other Loan Documents.

SECTION 7.09. Assignments, Designations and Participation.
     Each Lender (other than the Designated Bidders) may assign to one
or more banks or other entities all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Loans owing to it); provided, however,
that (i) each such assignment shall be of constant, and not a varying,
percentage of all rights and obligations under this Agreement (other than
any right to make Competitive Loans or Competitive Loans owing to it), (ii)
unless the Borrowers and the Agent shall otherwise agree with the assigning
Lender, the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) that is not to a
then existing Lender hereunder, or to a Designated Bidder designated by a
then existing Bank hereunder shall in no event be less than Ten Million
Dollars ($10,000,000) (and in increments of One Million Dollars ($1,000,000)
in excess thereof) or such lesser amount as shall constitute all of such
assigning Bank's Commitment and the outstanding principal of Loans payable
to it, (iii) each such assignment shall be to an Eligible Assignee, and (iv)
the parties to each such assignment shall execute and deliver to the Agent,
for its acceptance and recording in the Register, an Assignment and
Acceptance, together with a processing and recordation fee of $3,500;
provided further, however, that each such assignment that is not to a then
existing Lender hereunder, or to a Designated Bidder designated by a then
existing Bank hereunder, (x) shall be subject to the consent of the
Borrowers and the Agent, which consent shall not unreasonably be denied and
which consent shall be deemed given unless a Borrower gives the assigning
Lender and the Agent written notice of and a reasonable basis for its denial
not later than five (5) Business Days following (i) telex, telecopy or cable
notice given to the Borrowers and the Agent by the assigning Lender or the
Agent of the name of the proposed transferee, the amount of Commitment to be
assigned and such information as the Borrowers and the Agent may reasonably
request for purposes of making an informed judgment, and, if the proposed
transferee is organized under the laws of a jurisdiction outside the United
States, (ii) transmission to the Borrowers and the Agent by telecopy of any
documents required by Section 2.15(e) to be delivered by the proposed
transferee on or before the effective date of the assignment, each properly
completed and executed by the proposed transferee.  Any consent to
assignment untimely or unreasonably denied by a Borrower shall be void and
of no effect, and shall not preclude or bar any assignment otherwise
permitted by this Section 7.09(a).  Any assignment or purported assignment
not in compliance with this Section shall be void and of no effect.  Without
regard to any of the other terms of this Agreement or of any other
agreement, any Lender may (i) assign, as collateral or otherwise, any of its
rights under this Agreement to any Federal Reserve Bank of the United States
without notice to or consent of the Borrowers, the Agent or any other
Person, and (ii) with notice to the Agent and the Borrowers, assign all or
part of its rights under this Agreement and the other Loan Documents to any
of its affiliates.  In case of any assignment pursuant to this Section
7.09(a), the assignee shall not be entitled to receive the portion (if any)
of any amount otherwise payable under Section 2.13, 2.15 or 2.19 hereof
which exceeds the amount which would have been payable under Section 2.13,
2.15 or 2.19 (as the case may be) to the assignor with respect to the rights
and obligation so assigned.  In the case of a transfer of any Loan from the
accounting records of the office of a Lender where such Loan was originally
recorded to the accounting records of any other office of such Lender, or a
change in the location of the Lending Office from that designated as of the
Closing Date, such Lender or the Agent, as the case may be, shall not be
entitled to receive the portion (if any) of any amount otherwise payable
under Section 2.13, 2.15 or 2.19 hereof which exceeds the amount which would
have been payable under Section 2.13, 2.15 or 2.19 (as the case may be) to
such Lender or the Agent, as the case may be, if such transfer or change had
not been made.  In the case of a change in location, from the Closing Date,
of the Lending Office, unless the Borrowers shall consent to such change,
the Borrowers shall not be required to remit to the Agent pursuant to
Section 2.13, 2.15 or 2.19 hereof any amount that exceeds the amount which
would have been payable under Section 2.13, 2.15 or 2.19 (as the case may
be) if such change in location had not occurred.  Upon such execution,
delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, and delivery of the tax forms
and other documents referred to in Section 2.15 hereof, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance and subject to the foregoing, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be party hereto).

By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows:  (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any of the Borrowers or their respective subsidiaries
or the performance or observance by any of the Borrowers or their respective
subsidiaries of any of their obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies
of the financial statements referred to herein Sections 4.01(e) and 5.01(c),
and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance upon
the Agent, such assigning Lender or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under this
Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as are
delegated to the Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

Upon its receipt of an Assignment and Acceptance executed by an assigning
Lender and an assignee representing that it is an Eligible Assignee, the
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto and has attached thereto the
forms referred to in paragraph 3(vii) thereof, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the
Register (including the transfer of Loans to such Eligible Assignee by the
assigning Lender) and (iii) give prompt notice and an execution counterpart
thereof to the Borrowers.

In addition each Lender (other than the Designated Bidders) may designate
one or more banks or other entities to have a right to make Competitive
Loans as a Lender pursuant to Section 2.04; provided, however, that (i) no
such Lender shall be entitled to make more than  two such designations with
respect to any particular Competitive Loan Borrowing, (ii) each such Lender
making one or more of such designations shall retain the right to make
Competitive Loans as a Lender pursuant to Section 2.04, (iii) each such
designation shall be to a Designated Bidder and (iv) the parties to each
such designation shall execute and deliver to the Agent, for its acceptance
and recording in the Register, a Designation Agreement.  Upon such
execution, delivery, acceptance and recording, from and after the effective
date specified in each Designation Agreement, the designee thereunder shall
be a party hereto with a right to make Competitive Loans as a Lender
pursuant to Section 2.04 and the obligations related thereto.

By executing and delivering a Designation Agreement, the Lender making the
designation thereunder and its designee thereunder confirm and agree with
each other and the other parties hereto as follows:  (i) such Lender makes
no representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with
this Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument
or document furnished pursuant hereto; (ii) such Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any of the Borrowers or their respective subsidiaries
or the performance or observance by any of the Borrowers or their respective
subsidiaries of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such designee
confirms that it has received a copy of this Agreement, together with copies
of the financial statements referred to in Section 4.01(e) and 5.01(c) and
such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into the Designation
Agreement; (iv) such designee will, independently and without reliance upon
the Agent, such designating Lender or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under this
Agreement; (v) such designee confirms that it is a Designated Bidder; (vi)
such designee appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as are
delegated to the Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such designee agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender,
including delivery of any documents required under Section 2.15(e).

Upon its receipt of a Designation Agreement executed by a designating Lender
and a designee representing that it is a Designated Bidder, the Agent shall,
if such Designation Agreement has been completed and is substantially in the
form of Exhibit C hereto, (i) accept such Designation Agreement, (ii) record
the information contained therein in the Register and (iii) give prompt
notice thereof to the Borrowers.

The Agent shall maintain at its address referred to in Section 9.02 of this
Agreement a register for the recordation of the names and addresses of the
Lenders and, with respect to Lenders other than Designated Bidders, the
Commitment of, and principal amount of the Loans owing to, each Lender from
time to time and a copy of each Assignment and Acceptance and Designation
Agreement delivered to and accepted by it (the "Register").  The entries in
the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrowers, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement.  The Register shall be available for inspection
by any Borrower or any Lender at any reasonable time and from time to time
upon reasonable prior notice and each shall be entitled to make copies
thereof at its expense.

Each Lender and the Agent may grant participations to one or more banks or
other entities in or to all or any part of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment and the Loans owing to it); provided, however, that,
notwithstanding the grant of any such participation by any Lender, such
participation, and the right to grant such a participation, shall be
expressly subject to the following conditions and limitations:  (i) such
Lender's obligations under this Agreement (including without limitation, its
Commitment to the Borrowers hereunder) shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder
of any such Loans for all purposes of this Agreement, (iv) the Borrowers,
the Agent and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations
under this Agreement, (v) such Lender shall continue to be able to agree to
any modification or amendment of this Agreement or any waiver hereunder
without the consent, approval or vote of any such participant or group of
participants, other than modifications, amendments, and waivers which (a)
postpone the Maturity Date or any date fixed for any payment of, or reduce
any payment of, principal of or interest on such Lender's Loans or any fees
or other amounts payable under this Agreement, or (b) increase the amount of
such Lender's Commitment, or (c) change the interest rate payable under this
Agreement, or (d) release all or substantially all of any collateral or
guaranty, provided that if a Lender agrees to any modification or waiver
relating to items (a) through (d), the Borrowers, the Agent and each other
Lender may conclusively assume that such Lender duly received any necessary
consent of each of its participants and (vi) except as contemplated by the
immediately preceding clause (v), no participant shall be deemed to be or to
have any of the rights or obligations of a "Lender" hereunder.

Any Lender may, in connection with any assignment, designation or
participation or proposed assignment, designation or participation pursuant
to this Section 7.09, disclose to the assignee, Designated Bidder or
participant, or proposed assignee, designated bidder or participant, any
information relating to any Borrower or its subsidiaries furnished to such
Lender by or on behalf of such Borrower, provided that the Person receiving
such information undertakes not to disclose it to a third party except
pursuant to, and subject to the conditions provided in, this Section 7.09.

SECTION 7.10. Syndication Agent and Co-Documentation Agents.
  Each of the Syndication Agent and Co-Documentation Agents shall have no
duties, responsibilities, rights or liabilities as Syndication Agent or Co-
Documentation Agent under this Agreement or any of the other Loan Documents
and, other than as a Lender, shall not be liable or answerable for anything
whatsoever in connection with any of the Loan Documents or other instrument
or agreement required hereunder or thereunder, including responsibility in
respect of the execution, delivery, construction or enforcement of any of
the Loan Documents or any such other instrument or agreement, or for any
action taken or not taken by any Person with respect thereto.  Each of the
Syndication Agent and Co-Documentation Agents has and shall have no duty or
responsibility whatsoever on the date hereof or at any time hereafter, to
provide any Bank with any credit or other information.  Nothing herein shall
(nor shall it be construed so as to) constitute the Syndication Agent or any
Co-Documentation Agent a trustee for any Borrower or its subsidiaries or
impose on it any duties or obligations whatsoever under this Agreement, the
other Loan Documents, or otherwise.


Guarantee


In order to induce the Lenders to extend credit to the Borrowing
Subsidiaries hereunder, the Company hereby irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, the Obligations
of the Borrowing Subsidiaries.  The Company further agrees that the due and
punctual payment of the Obligations of the Borrowing Subsidiaries may be
extended or renewed, in whole or in part, without notice to or further
assent from it, and that it will remain bound upon its guarantee hereunder
notwithstanding any such extension or renewal of any Obligation.

The Company waives presentment to, demand of payment from and protest to any
Borrowing Subsidiary of any of the Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment.  The
obligations of the Company hereunder shall not be affected by (a) the
failure of any Lender to assert any claim or demand or to enforce any right
or remedy against any Borrowing Subsidiary under the provisions of this
Agreement, any Borrowing Subsidiary Agreement, any other Loan Document or
otherwise; (b) any extension or renewal of any of the Obligations; (c) any
rescission, waiver, amendment or modification of, or release from, any of
the terms or provisions of this Agreement, any Borrowing Subsidiary
Agreement or any other Loan Document or agreement; (d) the failure or delay
of any Lender to exercise any right or remedy against any other guarantor of
the Obligations; (e) the failure of any Lender to assert any claim or demand
or to enforce any remedy under any Loan Document or any other agreement or
instrument; (f) any default, failure or delay, wilful or otherwise, in the
performance of the Obligations; or (g) any other act, omission or delay to
do any other act which may or might in any manner or to any extent vary the
risk of the Company or otherwise operate as a discharge of the Company as a
matter of law or equity or which would impair or eliminate any right of the
Company to subrogation.

The Company further agrees that its guarantee hereunder constitutes a
promise of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the
Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by any
Lender to any balance of any deposit account or credit on the books of any
Lender in favor of any Borrower or subsidiary or any other Person.

The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall
not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever, by reason of the invalidity, illegality or
unenforceability of the Obligations, any impossibility in the performance of
the Obligations or otherwise.

The Company further agrees that its obligations hereunder shall continue to
be effective or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any Obligation is rescinded or must otherwise be
restored by any Lender upon the bankruptcy or reorganization of any Borrower
or otherwise.

In furtherance of the foregoing and not in limitation of any other right
which any Lender may have at law or in equity against the Company by virtue
hereof, upon the failure of any Borrowing Subsidiary to pay any Obligation
when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, the Company hereby promises to and
will, upon receipt of written demand by the Agent, forthwith pay, or cause
to be paid, to the Agent for distribution to the Lenders in cash an amount
equal the unpaid principal amount of such Obligation.  The Company further
agrees that if payment in respect of any Obligation shall be due in a
currency other than Dollars and/or at a place of payment other than New York
and if, by reason of any legal prohibition, disruption of currency or
foreign exchange markets, war or civil disturbance or other event, payment
of such Obligation in such currency or at such place of payment shall be
impossible or, in the reasonable judgment of any Lender, not consistent with
the protection of its rights or interests, then, at the election of such
Lender, the Company shall make payment of such Obligation in Dollars (based
upon the applicable Spot Exchange Rate in effect on the date of payment)
and/or in New York, and shall indemnify such Lender against any losses or
expenses (including losses or expenses resulting from fluctuations in
exchange rates) that it shall sustain as a result of such alternative
payment.

Upon payment in full by the Company of any Obligation of any Borrowing
Subsidiary, each Lender shall, in a reasonable manner, assign to the Company
the amount of such Obligation owed to such Lender and so paid, such
assignment to be pro tanto to the extent to which the Obligation in question
was discharged by the Company, or make such disposition thereof as the
Company shall direct (all without recourse to any Lender and without any
representation or warranty by any Lender).  Upon payment by the Company of
any sums as provided above, all rights of the Company against any Borrowing
Subsidiary arising as a result thereof by way of right of subrogation or
otherwise shall in all respects be subordinated and junior in right of
payment to the prior indefeasible payment in full of all the Obligations
owed by such Borrowing Subsidiary to the Lenders (it being understood that,
after the discharge of all the Obligations due and payable from such
Borrowing Subsidiary, such rights may be exercised by the Company
notwithstanding that such Borrowing Subsidiary may remain contingently
liable for indemnity or other Obligations).


Miscellaneous


SECTION 9.01. Amendments.
  No amendment, supplement or modification to this Agreement shall be
enforceable against any Borrower unless the same shall be in writing and
signed by such Borrower.  No amendment or waiver of any provision of this
Agreement or any instrument delivered hereunder, nor consent to any
departure by any Borrower therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Agent and, to the extent
required by Section 7.03 hereof, the Required Lenders or each Lender, as the
case may be, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

SECTION 9.02. Notices.
  All notices, demands and other communications provided for hereunder shall
be in writing (including telegraphic communication) (except as otherwise
expressly herein provided respecting telephone notice) and mailed, telexed,
telecopied or telegraphed or delivered, if to any Borrower at its address
set forth below its signature herein written; and if to a Lender other than
the Agent, at its address set forth below its signature herein written; or,
as to each party, at such other address as shall be designated by such party
in a notice to the other parties hereto.  All such notices and
communications shall, when mailed, telexed, telecopied, telephoned or
telegraphed, be effective upon the earliest of (i) actual receipt, (ii)
seven days from the date when deposited in the mails, or (iii) when (on a
Business Day and during normal business hours at the addressee's address)
transmitted by telecopy or telex or delivered to the telegraph company,
respectively, except that notices and communications to the Agent or any
Lender pursuant to Article II hereof shall not be effective until received
by the Agent or such Lender.

SECTION 9.03. No Waiver; Remedies.
  Regardless of any fact known or investigation undertaken by the Agent or
any Lender, no failure on the part of the Agent or any Lender to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

SECTION 9.04. Costs, Expenses, Fees and Indemnities.
     Each Borrower agrees to pay on demand (i) in connection with the
preparation, execution, and delivery of this Agreement and the instruments
and other documents to be delivered hereunder, (y) the reasonable fees and
out-of-pocket expenses of Cravath, Swaine & Moore, as special counsel for
the Agent (and any local counsel retained by such firm) with respect to the
closing of the Transaction and (z) all other reasonable costs and expenses
of the Lenders and the Agent (other than any other legal fees and related
expenses incurred by them) and (ii) after the Closing Date, all reasonable
costs and expenses in connection with the administration of this Agreement
and the other instruments and documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket
expenses of any counsel for the Agent or the Lenders in connection with
advice given the Agent or the Lenders, from time to time, as to their rights
and responsibilities under this Agreement and such instruments and
documents.  The Borrowers shall not be liable to any Lender in respect of
any costs or expenses incurred in connection with any assignment or grant of
participation under Section 7.09 hereof.  Each Borrower further agrees to
pay on demand all losses, costs and expenses, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement of this Agreement and the instruments and other documents
delivered hereunder, including, without limitation, losses, costs and
expenses sustained as a result of a Default by any Borrower in the
performance of its obligations contained in this Agreement or any instrument
or document delivered hereunder.

Each Borrower agrees to indemnify and hold harmless each of the Lenders and
the Agent, and its and their respective Affiliates, directors, officers,
employees, agents, representatives, counsel and advisors (each an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
disbursements of counsel and the costs of investigation and defense thereof)
which may be incurred by or asserted or awarded against any Indemnified
Party, in each case based upon, arising out of or in connection with or by
reason of, the Transaction, including, without limitation, any act or
failure to act by the Agent where such act or failure to act was taken
pursuant to any Borrower's request or any transaction contemplated by this
Agreement or any Loan Document, whether or not any Loan hereunder is made,
except to the extent that such claim, damage, loss, liability or expense
results from the gross negligence or willful misconduct of such Indemnified
Party.  The indemnities of this Agreement shall survive the termination of
this Agreement and the other Loan Documents.

SECTION 9.05. Judgment.
     If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder in one currency into another
currency, each party hereto agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the
first currency could be purchased with such other currency on the Business
Day immediately preceding the day on which final judgment is given.

The obligations of each Borrower in respect of any sum due to any party
hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than the currency in which such sum is stated to be due
hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may
in accordance with normal banking procedures in the relevant jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of
the Agreement Currency so purchased is less than the sum originally due to
the Applicable Creditor in the Agreement Currency, such Borrower agrees, as
a separate obligation and notwithstanding any such judgment, to indemnify
the Applicable Creditor against such loss.  The obligations of the Borrowers
contained in this Section 9.05 shall survive the termination of this
Agreement and the payment of all other amounts owing hereunder.

SECTION 9.06. Consent to Jurisdiction; Waiver of Immunities.
     Each Borrower hereby irrevocably submits to the jurisdiction of any
New York State court sitting in New York County and to the jurisdiction of
the United States District Court for the Southern District of New York in
any action or proceeding arising out of or relating to this Agreement, and
each Borrower hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York State or
Federal court.  Each Borrower hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding.  Each Borrower hereby irrevocably
appoints C T Corporation System (the "Process Agent"), with an office on the
date hereof at 111 Eighth Avenue, New York, New York 10011, United States,
as its agent to receive on behalf of itself and its property service of
copies of the summons and complaint and any other process which may be
served in any such action or proceeding.  Such service may be made by
mailing or delivering a copy of such process to any Borrower in care of the
Process Agent (or any successor thereto, as the case may be) at such Process
Agent's above address (or the address of any successor thereto, as the case
may be), and each Borrower hereby irrevocably authorizes and directs the
Process Agent (and any successor thereto) to accept such service on its
behalf.  Each Borrower shall appoint a successor agent for service of
process should the agency of C T Corporation System terminate for any
reason, and further shall at all times maintain an agent for service of
process in New York, New York, so long as there shall be outstanding any
Obligations under the Loan Documents.  Each Borrower shall give notice to
the Agent of any appointment of successor agents for service of process, and
shall obtain from each successor agent a letter of acceptance of appointment
and promptly deliver the same to the Agent.  As an alternative method of
service, each Borrower also irrevocably consents to the service of any and
all process in any such action or proceeding by the mailing of copies of
such process to it at its address specified in Section 9.02 hereof.  Without
waiver of its rights of appeal permitted by relevant law, each Borrower
agrees that a final judgment in any such 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 Section 9.06 shall affect the right of the Agent or any
Lender to serve legal process in any other manner permitted by law, or
affect the right of the Agent or any Lender to bring any action or
proceeding against any Borrower or its properties in the courts of any other
jurisdiction.

To the extent that any Borrower has or hereafter may acquire 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) with respect to itself or its property,
each Borrower hereby irrevocably waives such immunity in respect of its
obligations under this Agreement.

SECTION 9.07. Binding Effect; Merger; Severability; GOVERNING LAW.
     This Agreement shall become effective when it shall have been
executed by the Borrowers and the Agent and when the Agent shall have been
notified by each Bank that such Bank has executed it and thereafter this
Agreement shall be binding upon, and shall inure to the benefit of each
Borrower, the Agent and each Lender, and their respective successors and
assigns, except that no Borrower shall have the right to assign its rights
hereunder or any interest herein.  Each Lender may, to the extent permitted
under this Agreement, assign to any other financial institution all or any
part of, or any interest in, the Lender's rights and benefits hereunder and
under any instrument delivered hereunder, and to the extent of such
assignment such assignee shall have the same rights and benefits against
each Borrower as it would have had if it were the Lender hereunder.

The Loan Documents, together with all attachments and exhibits to each of
them and all other documents referenced herein and therein, and delivered
hereunder and thereunder and pursuant hereto and thereto, constitute the
entire agreement among the parties with respect to the subject matter hereof
and thereof, and supersede all prior and contemporaneous written and oral
understandings and agreements related thereto among the parties.

If any word, phrase, sentence, paragraph, provision or section of the Loan
Documents shall be held, declared, pronounced or rendered invalid, void,
unenforceable or inoperative for any reason by any court of competent
jurisdiction, governmental authority, statute, or otherwise, such holding,
declaration, pronouncement or rendering shall not adversely affect any other
word, phrase, sentence, paragraph, provision or section of the Loan
Documents, which shall otherwise remain in full force and effect and be
enforced in accordance with their respective terms.

This Agreement has been delivered in New York, New York.  THIS AGREEMENT
SHALL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK, UNITED STATES OF AMERICA, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE (WITHOUT REFERENCE TO CONFLICTS OF
LAWS PRINCIPLES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS
LAW)).

SECTION 9.08. Counterparts.
  This Agreement may be executed in as many counterparts as may be deemed
necessary or convenient and by each party hereto on separate counterparts,
each of which, when so executed, shall be deemed as original, but all such
counterparts shall constitute but one and the same agreement.

SECTION 9.09. WAIVER OF JURY TRIAL.
  BY ITS SIGNATURE BELOW WRITTEN EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN DOCUMENTS HEREIN
DESCRIBED OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
THE CHASE MANHATTAN BANK,
  as Agent

By:
/s/ John C. Riordan___________
     Title: Vice President
     Address:	270 Park Avenue
		New York, NY 10017

     Telephone: (212) 270-4768
     Telecopy: (212) 270-5221
CARNIVAL CORPORATION

By:/s/ Gerald R. Cahill________________
     Title: Sr. Vice President Finance
& CEO
     Address:	3655 N.W. 87th Avenue
		Miami, Fl 33178-2428

     Telephone: (305) 599-2600
     Telecopy: (305) 406-4700
BANK OF AMERICA, N.A.,
  as Syndication Agent,

/s/ George V. Hauster_________
     Title: Managing Director
     Address:	555 S. Flower Street
		Los Angeles, CA 90071

     Telephone: (213) 228-2639
     Telecopy: (213) 228-3145



Percentage Interest
15.2%
Commitment
$212,500,000
THE CHASE MANHATTAN BANK
By:
/s/ John C. Riordan_______________
     Title: Vice President
     Address:	270 Park Avenue
		New York, NY 10017

     Telephone: (212) 270-4768
     Telecopy: (212) 270-5221



Percentage Interest
15.2%
Commitment
$212,500,000
BANK OF AMERICA, N.A.

By: /s/ George V. Hausler______
     Title: Managing Director
     Address: 555 S. Flower Street
        	        Los Angeles, CA 90071

     Telephone: (213) 228-2639
     Telecopy: (213) 228-3145



Percentage Interest
10.0%
Commitment
$140,000,000
BNP PARIBAS


By: /s/ John Stacy_________________
      Title: Managing Director

By: /s/ Mike Shryock______________
      Title: Vice President
     Address:	1200 Smith, Suite 3100
	Houston, TX  77002

     Telephone:  (713) 982-1105
     Telecopy:    (713) 659-5228



Percentage Interest
10.0%
Commitment
$140,000,000
CITIBANK, N.A.


By: /s/ Charles R. Delamater________
     Title: Managing Director
     Address: 388 Greenwich Street,
23rd Flr.
  	        New York, NY 10013

     Telephone: (212) 816-5430
     Telecopy: (212) 516-5429


Percentage Interest
10.0%
Commitment
$140,000,000
UBM-UNICREDIT BANCA MOBILIARE

By: /s/ Christopher Eldin____________
      Title: First Vice President &
      Deputy Manager

By: /s/ Saiyed Abbas_______________
      Title: Vice President
     Address: 375 Park Avenue
        New York, NY 10152

     Telephone: (212) 546-9611
     Telecopy: (212) 546-9665


Percentage Interest
7.1%
Commitment
$100,000,000
KREDITANSTALT FUER WIEDERAUFBAU



By: /s/ Andreas Uibelesum__________
           Title: First Vice President

By: /s/ Matthias Hartke_____________
     Title: Vice President
    Address:  Palmengartenstr Str. 5-9
	        60325 Frankfurt am Main
Germany

     Telephone:  49-69-7431 0
     Telecopy:    49-69-7431 3768


Percentage Interest
7.1%
Commitment
$100,000,000
SUN TRUST BANKS, INC.



By: /s/ W. David Wisdom_________
      Title: Vice President
     Address: 25 Park Place, 21st Floor
        Atlanta, GA 30302

    Telephone: (404) 588-8200



Percentage Interest
3.6%
Commitment
$50,000,000
BANCA DI ROMA, NEW YORK BRANCH

By: /s/ Steven Paley________________
     Title: First Vice President

By: /s/ Christopher Strike____________
     Title: Assistant Vice President
     Address:	34 East 51st Street
		New York, NY  10022

	     Telephone:  (212) 407-1791
	     Telecopy:    (212) 407-1740


Percentage Interest
3.6%
Commitment
$50,000,000
BANCA NAZIONALE DEL LAVORO, S.P.A., NEW
YORK BRANCH



By: /s/ Giolio Giovine_____________
      Title: Vice President

By: /s/ Leornardo Valentini_________
      Title: First Vice President
     Address:	25 West 51st Street
	            New York, NY  10019

     Telephone:  (212) 314-0263
     Telecopy:    (212) 765-2978


Percentage Interest
3.6%
Commitment
$50,000,000
CREDIT SUISSE FIRST BOSTON


By: /s/ Robert M. Finney___________
      Title: Managing Director

By: /s/ Jeffrey Bernstein____________
      Title: Vice President
     Address:	11 Madison Avenue
	New York, NY  10010

     Telephone:  (212) 325-9038
     Telecopy:    (212) 325-8319


Percentage Interest
3.6%
Commitment
$50,000,000
FIRSTAR BANK, N.A.


By: /s/ Derek S. Roudebush__________
      Title: Vice President
     Address:	Firstar Tower
	425 Walnut Street
		8th Floor
		Cincinnati, OH  45202

     Telephone:  (513) 632-3002
     Telecopy:    (513) 632-2068


Percentage Interest
3.6%
Commitment
$50,000,000
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH



By: /s/ Lisa Walker________________
      Title: Associate Director

By: /s/ Barry S. Wadler_____________
      Title: Associate Director
     Address:	1211 Avenue of the
Americas
New York, NY  10036

     Telephone:  (212) 852-6152
     Telecopy:    (212) 302-7946



Percentage Interest
2.1%
Commitment
$30,000,000
INTESABCI--NEW YORK BRANCH




By: /s/ Charles Dougherty__________
      Title: Vice President

By: /s/ J. Dickerhof________________
      Title: Vice President
     Address:	One William Street
		New York, NY  10004

     Telephone:  (212) 607-3896
     Telecopy:    (212) 809-2124



Percentage Interest
1.8%
Commitment
$25,000,000
THE DAI-ICHI KANGYO BANK, LTD



By: /s/ Robert P. Gallagher___________
      Title: Vice President
     Address:	One World Trade Center,
Suite 4911
	New York, NY  10048

     Telephone:  (212) 432-6642
     Telecopy:    (212) 524-0049


Percentage Interest
1.8%
Commitment
$25,000,000
THE NORTHERN TRUST COMPANY



By: /s/ Ashish S. Bhagwat____________
      Title: Second Vice President
     Address:	50 S. LaSalle
	Chicago, IL  60675

     Telephone:  (312) 630-6203
     Telecopy:    (312) 630-6062


Percentage Interest
1.8%
Commitment
$25,000,000
SAN PAOLO IMI SPA



By: /s/ Carlo Persico__________________
      Title: General Manager

By: /s/ Glen Binder___________________
       Tiltle: Vice President
     Address: 245 Park Avenue
		New York, NY 10167

     Telephone: (212) 692-3016/3165
     Telecopy: (212) 692-3178











EXHIBIT 10.2

=========================================================================
=


                              CARNIVAL CORPORATION


                                       AND


                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                     TRUSTEE



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



                                    INDENTURE


                           DATED AS OF APRIL 25, 2001


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




                  UNSECURED AND UNSUBORDINATED DEBT SECURITIES

=========================================================================
=


                              CARNIVAL CORPORATION
                             CROSS REFERENCE SHEET*

THIS CROSS REFERENCE SHEET SHOWS THE LOCATION IN THE INDENTURE OF THE
PROVISIONS
INSERTED PURSUANT TO SECTION 310-318(A), INCLUSIVE, OF THE TRUST
INDENTURE ACT
OF 1939.

                                                             SECTIONS OF
                               TRUST INDENTURE ACT             INDENTURE
                                 -------------------               ------
- -----
310(a)(1)(2)...................................................    6.9
      (3)(4)..........................................    Inapplicable
         (5)...................................................    6.9

310(b)................................................    6.8 and 6.10
   (b)(1)(A)(C).......................................    Inapplicable

310(c)................................................    Inapplicable

310(a)(b).............................................    6.13 and 7.3
   (c)................................................... Inapplicable

313(a)(1)(2)(3)(4)(5)(7).......................................    7.3
   (6)................................................    Inapplicable
   (b)(1).............................................    Inapplicable
      (2)......................................................    7.3
   (c)(d)......................................................    7.3

314(a).........................................................    7.4
   (b)................................................    Inapplicable
   (c)(1)(2)...................................................    1.2
      (3)................................................ Inapplicable
   (d)....................................................Inapplicable
   (e).........................................................    1.2

315(a)(c)(d)...................................................    6.1
   (b).........................................................    6.2
   (e)........................................................    5.14

316(a)(1)......................................................    5.12
and 5.13
      (2).................................................Inapplicable
   (b).........................................................    5.8
   (c)........................................................    5.15

317(a).....................................................5.3 and 5.4
   (b)........................................................    10.3

318(a)(c)......................................................    1.5
   (b)................................................    Inapplicable

- ----------
* The Cross Reference Sheet is not part of the Indenture.




                                TABLE OF CONTENTS






                                   ARTICLE I.
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1       Certain Terms Defined..............................1
Section 1.2       Compliance Certificates and Opinions...............9
Section 1.3       Form of Documents Delivered to Trustee............10
Section 1.4       Acts of Holders...................................10
Section 1.5       Conflict with Trust Indenture Act of 1939.........11
Section 1.6       Effect of Headings and Table of Contents..........12
Section 1.7       Separability Clause...............................12
Section 1.8       Benefits of Indenture.............................12
Section 1.9       Legal Holidays....................................12

                                   ARTICLE II.
                                 SECURITY FORMS

Section 2.1       Forms Generally...................................12
Section 2.2       Form of Face of Security..........................13
Section 2.3       Form of Reverse of Security.......................15
Section 2.4       Form of Trustee's Certificate of Authentication...21
Section 2.5       Securities Issuable in the Form of a
                  Global Security...................................21

                                  ARTICLE III.
                                 THE SECURITIES

Section 3.1       Amount Unlimited; Issuable in Series..............22
Section 3.2       Denominations.....................................24
Section 3.3       Execution, Authentication, Delivery and Dating    24
Section 3.4       Temporary Securities..............................26
Section 3.5       Registration; Registration of Transfer and
                  Exchange..........................................26
Section 3.6       Mutilated, Destroyed, Lost or Stolen Securities...27
Section 3.7       Payment of Interest; Interest Rights Preserved....28
Section 3.8       Persons Deemed Owners.............................29
Section 3.9       Cancellation......................................30
Section 3.10      Computation of Interest...........................30

                                   ARTICLE IV.
                           SATISFACTION AND DISCHARGE

Section 4.1       Satisfaction and Discharge of Indenture...........30
Section 4.2       Application of Trust Money........................31
Section 4.3       Repayment of Moneys Held by Paying Agent..........32
Section 4.4       Repayment of Moneys Held by Trustee...............32


                                   ARTICLE V.
                                    REMEDIES

Section 5.1       Events of Default..    ...........................32
Section 5.2       Acceleration of Maturity; Rescission and
                  Annulment.........................................34
Section 5.3       Collection of Indebtedness and Suits for
                  Enforcement by  Trustee...........................35
Section 5.4       Trustee May File Proofs of Claim..................36
Section 5.5       Trustee May Enforce Claims Without Possession
                  of Securities.....................................37
Section 5.6       Application of Money Collected....................37
Section 5.7       Limitation on Suits...............................37
Section 5.8       Unconditional Right of Holders to Receive
                  Principal, Premium and Interest...................38
Section 5.9       Restoration of Right and Remedies.................38
Section 5.10      Rights and Remedies Cumulative....................38
Section 5.11      Delay or Omission Not Waiver......................39
Section 5.12      Control by Holders................................39
Section 5.13      Waiver of Past Defaults...........................39
Section 5.14      Undertaking for Costs.............................40
Section 5.15      Waiver of Stay or Extension Laws..................40

                                   ARTICLE VI.
                                   THE TRUSTEE

Section 6.1       Certain Duties and Responsibilities...............40
Section 6.2       Notice of Defaults................................41
Section 6.3       Certain Rights of Trustee.........................42
Section 6.4       Trustee Not Responsible for Recitals in
                  Indenture or in Securities........................43
Section 6.5       May Hold Securities...............................43
Section 6.6       Money Held in Trust...............................43
Section 6.7       Compensation and Reimbursement....................43
Section 6.8       Disqualification; Conflicting Interest............44
Section 6.9       Corporate Trustee Required; Eligibility...........50
Section 6.10      Resignation and Removal; Appointment of
                  Successor.........................................50
Section 6.11      Acceptance of Appointment by Successor............52
Section 6.12      Merger, Conversion, Consolidation or Succession
                  to Business.......................................53
Section 6.13      Preferential Collection of Claims Against
                  Company...........................................54

                                  ARTICLE VII.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1       Company to Furnish Trustee Information as to
                  Names And Addresses of Holders....................58
Section 7.2       Preservation of Information; Communications to
                  Holders...........................................58
Section 7.3       Reports by Trustee................................60
Section 7.4       Reports by Company................................61


                                       ii


                                  ARTICLE VIII.
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.1       Consolidations and Mergers of Company
                  Permitted Subject to Certain Conditions...........62
Section 8.2       Rights and Duties of Successor Corporation........63

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

Section 9.1       Supplemental Indentures Without Consent of
                  Holders...........................................63
Section 9.2       Supplemental Indentures with Consent of Holders...65
Section 9.3       Execution of Supplemental Indentures..............66
Section 9.4       Effect of Supplemental Indentures.................66
Section 9.5       Reference in Securities to Supplemental
                  Indentures........................................66

                                   ARTICLE X.
                       PARTICULAR COVENANTS OF THE COMPANY

Section 10.1      Payment of Principal, Premium and Interest........66
Section 10.2      Maintenance of Office or Agency...................67
Section 10.3      Money for Securities Payments to be Held
   in Trust..........................................67
Section 10.4      Statement by Officers as to Default...............68
Section 10.5      Additional Amounts................................68

                                   ARTICLE XI.
                            REDEMPTION OF SECURITIES

Section 11.1      Applicability of Article..........................70
Section 11.2      Election to Redeem; Notice to Trustee.............70
Section 11.3      Selection by Trustee of Securities to Be
                  Redeemed..........................................71
Section 11.4      Notice of Redemption..............................71
Section 11.5      Deposit of Redemption Price.......................72
Section 11.6      Securities Payable on Redemption Date.............72
Section 11.7      Securities Redeemed in Part.......................72
Section 11.8      Optional Redemption or Assumption of Securities
                  under Certain Circumstances.......................73

                                  ARTICLE XII.
                         REPAYMENT AT OPTION OF HOLDERS

Section 12.1      Applicability of Article..........................74
Section 12.2      Repayment of Securities...........................74
Section 12.3      Exercise of Option................................74
Section 12.4      When Securities Presented for Repayment Become
                  Due and Payable...................................75
Section 12.5      Securities Repaid in Part.........................75


                                      iii


                                  ARTICLE XIII.
                                  SINKING FUNDS

Section 13.1      Applicability of Article..........................75
Section 13.2      Satisfaction of Sinking Fund Payments with
                  Securities........................................75
Section 13.3      Redemption of Securities for Sinking Fund.........76

                                  ARTICLE XIV.
   IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS AND
EMPLOYEES

Section 14.1      Exemption from Individual Liability...............77

                                   ARTICLE XV.
                            MISCELLANEOUS PROVISIONS

Section 15.1      Successors and Assigns of Company Bound by
                  Indenture.........................................77
Section 15.2      Acts of Board, Committee or Officer of
                  Successor Corporation Valid.......................77
Section 15.3      Required Notices or Demands.......................77
Section 15.4      Indenture and Securities To Be Construed In
                  Accordance With the Laws of the State of
                  New York..........................................78
Section 15.5      Indenture May Be Executed in Counterparts.........78



                                       iv


         INDENTURE, dated as of the 25th day of April, 2001, between
CARNIVAL
CORPORATION, a corporation duly organized and existing under the laws of
the
Republic of Panama (hereinafter sometimes called the "Company"), party of
the
first part, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America (hereinafter sometimes called the "Trustee"), party of the second
part.

         WHEREAS, for its lawful corporate purposes, the Company deems it
necessary to issue its securities and has duly authorized the execution
and
delivery of this Indenture to provide for the issuance from time to time
of its
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness (herein called the "Securities"), to be issued in one or
more
series as in this Indenture provided.

         WHEREAS, all things necessary to constitute these presents a
valid
indenture and agreement according to its terms have been done and
performed by
the Company, and the execution of this Indenture has in all respects been
duly
authorized by the Company, and the Company, in the exercise of legal
right and
power in it vested, executes this Indenture.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Securities are made, executed, authenticated, issued and delivered, and
in
consideration of the premises, of the purchase and acceptance of
Securities by
the Holders thereof and of the sum of One Dollar to it duly paid by the
Trustee
at the execution of these presents, the receipt whereof is hereby
acknowledged,
the Company and the Trustee covenant and agree with each other, for the
equal
and proportionate benefit of the respective Holders from time to time of
the
Securities or of series thereof, as follows:

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 1.1 CERTAIN TERMS DEFINED. The terms defined in this
Section
1.1 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any
indenture
supplemental hereto shall have the respective meanings specified in this
Section
1.1. All other terms used in this Indenture which are defined in the
Trust
Indenture Act of 1939 or which are by reference therein defined in the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the
meanings
assigned to such terms in said Trust Indenture Act and in said Securities
Act as
in force at the date of this Indenture as originally executed.

         Certain terms, used principally in Article 6, are defined in
that
Article.


ACT

         The term "Act", when used with respect to any Holder, shall have
the
meaning specified in Section 1.4.

AFFILIATE; CONTROL

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

AUTHORIZED NEWSPAPER

         The term "Authorized Newspaper" shall mean a newspaper printed
in the
English language and customarily published at least once a day on each
business
day in each calendar week and of general circulation in the Borough of
Manhattan, the City and State of New York, whether or not such newspaper
is
published on Saturdays, Sundays and legal holidays.

BOARD OF DIRECTORS

         The term "Board of Directors" or "Board", when used with
reference to
the Company, shall mean the Board of Directors of the Company or any duly
authorized committee of such Board.

BOARD RESOLUTION

         The term "Board Resolution" shall mean a copy of a resolution
certified
by the Secretary or an Assistant Secretary of the Company to have been
duly
adopted by the Board of Directors and to be in full force and effect on
the date
of such certification, and delivered to the Trustee.

BUSINESS DAY

         The term "business day", when used with respect to any Place of
Payment, shall mean any day other than a Saturday or a Sunday or a day on
which
banking institutions in the Place of Payment are authorized or obligated
by law
or regulation to close.

COMMISSION

         The term "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the
Securities
Exchange Act of 1934, as amended, or, if at any time after the execution
of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act of 1939, then the body
performing
such duties at such time.


                                       2


COMPANY

         The term "Company" shall mean Carnival Corporation, a Panama
corporation, and, subject to the provisions of Article 8, shall also
include its
successors and assigns.

COMPANY REQUEST; COMPANY ORDER

         The term "Company Request" or "Company Order" shall mean a
written
request or order signed in the name of the Company by its Chairman or
Vice
Chairman of the Board, its President, an Executive Vice President or a
Vice
President, and by its Treasurer, an Assistant Treasurer, its Controller,
an
Assistant Controller, its Secretary or an Assistant Secretary, and
delivered to
the Trustee.

CORPORATE TRUST OFFICE

         The term "Corporate Trust Office" or other similar term shall
mean the
principal office of the Trustee in the City of St. Paul, the State of
Minnesota,
at which at any particular time its corporate trust business shall be
administered, which office at the date of this Indenture is located at
180 East
Fifth Street, St. Paul, Minnesota 55101.

CORPORATION

         The term "corporation" includes corporations, associations,
companies
and business trusts.

DEFAULTED INTEREST

         The term "Defaulted Interest" shall have the meaning specified
in
Section 3.7.

DEPOSITORY

         The term "Depository" shall mean, with respect to Securities of
any
series for which the Company shall determine that such Securities will be
issued
as a Global Security, The Depositary Trust Company, another clearing
agency or
any successor registered under the Securities and Exchange Act of 1934,
as
amended, or other applicable statue or regulation, which in each case,
shall be
designated by the Company pursuant to either Section 2.5 or 3.1.

EVENT OF DEFAULT

         The term "Event of Default" shall have the meaning specified in
Section
5.1.

GLOBAL SECURITY

         The term "Global Security" shall mean, with respect to any
series of
Securities, a Security executed by the Company and authenticated and
delivered
by the Trustee to the Depository or pursuant to the Depository's
instruction,
all in accordance with this Indenture and pursuant to a Company Order,
which (i)
shall be registered in the name of the Depository or its


                                       3


nominee and (ii) shall represent, and shall be denominated in an amount
equal to
the aggregate principal amount of, all of the Outstanding Securities of
such
series.

HOLDER

         The term "Holder" shall mean a Person in whose name a Security
is
registered in the Security Register.

INDENTURE

         The term "Indenture" shall mean this instrument as originally
executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular
series
of Securities established as contemplated by Section 3.1; provided,
however,
that if at any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or more
series of
Securities for which one Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one
or
more indentures supplemental hereto entered into pursuant to the
applicable
provisions hereof and shall include the terms of the or those particular
series
of Securities for which such Person is Trustee established as
contemplated by
Section 3.1, exclusive, however, of any provisions or tenor which relate
solely
to other series of Securities for which such Person is not Trustee,
regardless
of when such terms or provisions were adopted, and exclusive of any
provisions
or terms adopted by means of one or more indentures supplemental hereto
executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

INTEREST

         The term "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity,
shall
mean interest payable after Maturity.

INTEREST PAYMENT DATE

         The term "Interest Payment Date", when used with respect to any
Security, shall mean the Stated Maturity of an installment of interest on
such
Security.

MATURITY

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

NATIONAL BANKRUPTCY ACT

         The term "National Bankruptcy Act" shall mean the Bankruptcy Act
or
title 11 of the United States Code.


                                       4


OFFICERS' CERTIFICATE

         The term "Officers' Certificate" shall mean a certificate signed
by the
Chairman or Vice Chairman of the Board, the President, an Executive Vice
President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant
Secretary, of
the Company, and delivered to the Trustee. Each such certificate shall
include
(except as otherwise provided in this Indenture) the statements provided
for in
Section 1.2, if and to the extent required by the provisions thereof.

OPINION OF COUNSEL

         The term "Opinion of Counsel" shall mean an opinion in writing
signed
by legal counsel, who may be an employee of or of counsel to the Company,
and
delivered to the Trustee. Each such opinion shall include the statements
provided for in Section 1.2, if and to the extent required by the
provisions
thereof.

ORIGINAL ISSUE DISCOUNT SECURITY

         The term "Original Issue Discount Security" shall mean any
Security
which provides for an amount less than the principal amount thereof to be
due
and payable upon a declaration of acceleration of the Maturity thereof
pursuant
to Section 5.2.

OUTSTANDING

         The term "Outstanding", when used with respect to Securities,
shall
mean, as of the date of determination, all Securities theretofore
authenticated
and delivered under this Indenture, except

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

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

                  (iii) Securities which have been paid pursuant to
Section 3.6
         or in exchange for or in lieu of which other Securities have
been
         authenticated and delivered pursuant to this Indenture;

PROVIDED, HOWEVER, that in determining whether the Holders of the
requisite
principal amount of the Outstanding Securities have given any request,
demand,
authorization, direction, notice, consent or waiver under this Indenture,
(i)
the principal amount of an Original Issue Discount Security that shall be
deemed
to be Outstanding shall be the amount of the principal thereof that


                                       5


would be due and payable as of the date of such determination upon
acceleration
of the Maturity thereof pursuant to Section 5.2, (ii) the principal
amount of a
Security denominated in one or more foreign currencies or currency units
shall
be the U.S. dollar equivalent, determined in the manner provided as
contemplated
by Section 3.1 on the date of original issuance of such Security of the
principal amount (or, in the case of an Original Issue Discount Security,
the
U.S. dollar equivalent on the date of original issuance of such Security
of the
amount determined as provided in (i) above) of such Security, and (iii)
Securities owned by the Company or any other obligor on the Securities or
any
Affiliate of the Company or of such other obligor shall be disregarded
and
deemed not to be Outstanding for the purposes of such determination,
except
that, in determining whether the Trustee shall be protected in relying
upon any
such request, demand, authorization, direction, notice, consent or
waiver, only
Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded
as
Outstanding if the pledgee establishes to the satisfaction of the Trustee
the
pledgee's right so to act with respect to such Securities and that the
pledgee
is not the Company or any other obligor on the Securities or any
Affiliate of
the Company or of such other obligor.

PAYING AGENT

         The term "Paying Agent" shall mean any Person authorized by the
Company
to pay the principal of (and premium, if any, on) or interest on any
Securities
on behalf of the Company.

PERSON

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

PLACE OF PAYMENT

         The term "Place of Payment", when used with respect to the
Securities
of any series, shall mean the place or places where the principal of (and
premium, if any, on) and interest on the Securities of that series are
payable
as specified as contemplated by Section 3.1.

PREDECESSOR SECURITY

         The term "Predecessor Security" of any particular Security shall
mean
every previous Security evidencing all or a portion of the same debt as
that
evidenced by such particular Security; and, for the purposes of this
definition,
any Security authenticated and delivered under Section 3.6 in exchange
for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
to
evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

REDEMPTION DATE

         The term "Redemption Date" shall mean, when used with respect to
any
Security to be redeemed, in whole or in part, the date fixed for such
redemption
by or pursuant to this Indenture.


                                       6


REDEMPTION PRICE

         The term "Redemption Price" shall mean, when used with respect
to any
Security to be redeemed, the price at which it is to be redeemed by or
pursuant
to this Indenture.

REGULAR RECORD DATE

         The term "Regular Record Date" for the interest payable on any
Interest
Payment Date on the Securities of any series shall mean the date
specified for
that purpose as contemplated by Section 3.1.

REPAYMENT DATE

         The term "Repayment Date" shall mean, when used with respect to
any
Security to be repaid at the option of the Holder, the date fixed for
such
repayment by or pursuant to this Indenture.

REPAYMENT PRICE

         The term "Repayment Price" shall mean, when used with respect to
any
Security to be repaid at the option of the Holder, the price at which it
is to
be repaid by or pursuant to this Indenture.

RESPONSIBLE OFFICER

         The term "responsible officer" when used with respect to the
Trustee
shall mean the Chairman or Vice Chairman of the Board of Directors, the
Chairman
or Vice Chairman of the Executive Committee of the Board of Directors,
the
President, any Vice President, any Vice President, any Second Vice
President,
the Cashier, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, any Corporate Trust Officer, any Assistant Trust
Officer,
or any other officer or assistant officer of the Trustee customarily
performing
functions similar to those performed by the persons who at the time shall
be
such officers, respectively, or to whom any corporate trust matter is
referred
because of his knowledge of and familiarity with the particular subject.

SECURITIES

         The term "Securities" shall have the meaning stated in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture;. PROVIDED, HOWEVER,
that if at
any time there is more than one Person acting as Trustee under this
Indenture,
"Securities" with respect to the series as to which such Person is
Trustee shall
have the meaning stated in the first recital of this Indenture and shall
more
particularly mean Securities authenticated and delivered under this
Indenture,
exclusive, however, of Securities of any series as to which such Person
is not
Trustee.


                                       7


SECURITY REGISTER; SECURITY REGISTRAR

         The terms "Security Register" and "Security Registrar" shall
have the
respective meanings set forth in Section 3.5.

SPECIAL RECORD DATE

         The term "Special Record Date" for the payment of any Defaulted
Interest shall mean a date fixed by the Trustee pursuant to Section 3.7.

STATED MATURITY

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

SUBSIDIARY OF THE COMPANY

         The term "subsidiary of the Company" shall mean a corporation a
majority of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more subsidiaries of the Company,
or by
the Company and one or more subsidiaries of the Company.

         As used under this heading, the term "voting stock" means stock
having
ordinary voting power to elect a majority of the directors irrespective
of
whether or not stock of any other class or classes shall have or might
have
voting power by reason of the happening of any contingency.

TRUSTEE

         The term "Trustee" shall mean U.S. Bank Trust National
Association and,
subject to the provisions of Article 6, shall also include its successors
and
assigns, and, if at any time there is more than one Person acting as
Trustee
hereunder, "Trustee" as used with respect to the Securities of any series
shall
mean the Trustee with respect to Securities of that series.

TRUST INDENTURE ACT OF 1939

         The term "Trust Indenture Act of 1939" (except as herein
otherwise
expressly provided) shall mean the Trust Indenture Act of 1939, as
amended, as
in force at the date of this Indenture as originally executed.

         SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application
or request by the Company to the Trustee to take any action under any
provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for
in this
Indenture relating to the proposed action have been complied with and 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 such
application or request as to which the furnishing of such documents is
specifically required by


                                       8


any provision of this Indenture relating to such particular application
or
request, no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than
certificates
provided pursuant to Section 7.4(d)) shall include:

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

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

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

                  (4) a statement as to whether or not, in the opinion of
each
         such individual, such condition or covenant has been complied
with.

         SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case
where
several matters are required to be certified by, or covered by an opinion
of,
any specified Person, it is not necessary that all such matters be
certified by,
or covered by the opinion of, only one such Person, or that they be so
certified
or covered by only one document, but one such Person may certify or give
an
opinion with respect to some matters and one or more other such Persons
as to
other matters, and any such Person may certify or give an opinion as to
such
matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be
based,
insofar as it relates to legal matters, upon a certificate or opinion of,
or
representations by, counsel, unless such officer actually knows that the
certificate or opinion or representations with respect to the matters
upon which
his certificate or opinion is based are erroneous. Any such certificate
or
Opinion of Counsel may be based, insofar as it relates to factual
matters, upon
a certificate or opinion of, or representations by, an officer or
officers of
the Company stating that the information with respect to such factual
matters is
in the possession of the Company, unless such counsel knows, or in the
exercise
of reasonable care (but without having made an investigation specifically
for
the purpose of rendering such opinion) should know, that the certificate
or
opinion or representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or
more
applications, requests, consents, certificates, statements, opinions or
other
instruments under this Indenture, they may, but need not, be consolidated
and
form one instrument.

         SECTION 1.4 ACTS OF HOLDERS. (a) Any request, demand,
authorization,
direction, notice, consent, waiver or other action provided by this
Indenture to
be given or taken by Holders of the Outstanding Securities of all series
or one
or more series, as the case may be, may be embodied in and evidenced by
one or
more instruments of substantially similar tenor signed by such Holders in
person
or by an agent duly appointed in writing; and, except as herein otherwise


                                       9


expressly provided, such action shall become effective when such
instrument or
instruments are delivered to the Trustee and, where it is hereby
expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to
as the
"Act" of the Holders signing such instrument or instruments. Proof of
execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 1.4.

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

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act of 1939, fix any date as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or
take any
request, demand, authorization, direction, notice, consent, waiver or
other
action, or to vote on any action, authorized or permitted to be given or
taken
by Holders of Securities of such series. If not set by the Company prior
to the
first solicitation of a Holder of Securities of such series made by any
person
with respect of any such action, or, in the case of any such vote, prior
to such
vote, the record date for any such action or vote shall be the 30th day
(or, if
later, the date of the most recent list of Holders required to be
provided
pursuant to Section 7.1) prior to such first solicitation or vote, as the
case
may be. With regard to any record date, only the Holders of Securities of
such
series on such date (or their duly designated proxies) shall be entitled
to give
or take, or vote on, the relevant action.

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

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

         SECTION 1.5 CONFLICT WITH TRUST INDENTURE ACT OF 1939. If any
provision
hereof limits, qualifies or conflicts with a provision of the Trust
Indenture
Act of 1939 that is required under such Act to be 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
of 1939
that may be so modified or excluded, the latter provision shall be deemed
either
to apply to thin Indenture so modified or to be excluded, as the case may
be.


                                       10


         SECTION 1.6 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 1.7 SEPARABILITY CLAUSE. In case any provision in this
Indenture or in any Security 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 1.8 BENEFITS OF INDENTURE. Nothing in this Indenture or
in the
Securities, express or implied, shall give to any Person, other than the
parties
hereto and their successors hereunder and the Holders, any benefit or any
legal
or equitable right, remedy or claim under this Indenture.

         SECTION 1.9 LEGAL HOLIDAYS. In any case where any Interest
Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a
Business
Day at any Place of Payment, then (notwithstanding any other provision of
this
Indenture or of the Securities) payment of interest or principal (and
premium,
if any) need not be made at such Place of Payment on such date, but may
be made
on the next succeeding Business Day at such Place of Payment with the
same force
and effect as if made on the Interest Payment Date or Redemption Date, or
at the
Stated Maturity; provided that no interest shall accrue for the period
from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as
the
case may be.

                                  ARTICLE II.

                                 SECURITY FORMS

         SECTION 2.1 FORMS GENERALLY. The Securities of each series shall
be in
substantially the form set forth in this Article, or in such other form
or forms
as shall be established by or pursuant to a Board Resolution or in one or
more
indentures supplemental hereto, in each case with such appropriate
insertions,
omissions, substitutions and other variations as are required or
permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such
Securities,
as evidenced by their execution of the Securities. If the from or forms
of
Securities of any series are established by action taken pursuant to a
Board
Resolution, a copy of an appropriate record of such action shall be
certified by
the Secretary or an Assistant Secretary of the Company and delivered to
the
Trustee at or prior to the delivery of the Company Order contemplated by
Section
3.3 for the authentication and delivery of such Securities.

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

         The definitive Securities shall be printed, lithographed or
engraved on
steel engraved borders or may be produced in any other manner, all as
determined
by the officers executing such Securities, as evidenced by their
execution of
such Securities.


                                       11


         SECTION 2.2 FORM OF FACE OF SECURITY. [INSERT ANY LEGEND
REQUIRED BY
THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.](1)


                              CARNIVAL CORPORATION

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

$                                                           No.

         CARNIVAL CORPORATION, a corporation duly organized and existing
under
the laws of the Republic of Panama (herein called the "Company", which
term
includes any successor corporation under the Indenture hereinafter
referred to),
for value received, hereby promises to pay to     , or registered
assigns, the
principal sum of     Dollars on    [IF THE SECURITY IS TO BEAR INTEREST
PRIOR TO
MATURITY, INSERT --, and to pay    interest thereon from     or from the
most
recent Interest Payment Date on which interest has been paid or duly
provided
for, semi-annually on      and      in each year, commencing         , at
the
rate of    % per annum, until the principal hereof is paid or made
available for
payment [IF APPLICABLE, INSERT --, and (to the extent that the payment of
such
interest shall be legally enforceable) at the rate of % per annum on any
overdue
principal and premium and on any overdue installment of interest]. The
interest
so payable, and punctually paid or duly provided for, on any Interest
Payment
Date will, as provided in such Indenture, be paid to the Person in whose
name
this Security (or one or more Predecessor Securities) is registered at
the close
of business on the Regular Record Date for such interest, which shall be
the    or     (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually
paid
or duly provided for will forthwith cease to be payable to the Holder on
such
Regular Record Date and may either be paid to the Person in whose name
this
Security (or, one or more Predecessor Securities) is registered at the
close of
business on a Special Record Date for the payment of such Defaulted
Interest to
be fixed by the Trustee, notice thereof shall be given to Holders of
Securities
of this series not less than 10 days prior to such Special Record Date,
or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this
series
may be listed, and upon such notice as may be required by such exchange,
all as
more fully provided in said Indenture].

         [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY,
INSERT --.
The principal of this Security shall not bear interest except in the case
of a
default in payment of principal upon acceleration, upon redemption, upon
repayment at the option of the Holder or at Stated Maturity and in such
case the
overdue principal of this Security shall bear interest at the rate of   %
per
annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment
to the
date payment of such principal has been made or duly provided for.
Interest on
any overdue principal shall be payable on demand. Any

- ----------
(1) All legends should be reviewed by a tax lawyer.


                                       12


such interest on any overdue principal that is not so paid on demand
shall bear
interest at the rate of   % per annum (to the extent that the payment of
such
interest shall be legally enforceable), which shall accrue from the date
of such
demand for payment to the date payment of such interest has been made or
duly
provided for, and such interest shall also be payable on demand.]

         Payment of the principal of (and premium, if any, on) and [IF
APPLICABLE, INSERT -- any such] Interest on this Security will be made at
the
office or agency of the Company maintained for that purpose in either the
City
of ___________, the State of _________, or the City of St. Paul, the
State of
Minnesota, in such coin or currency of the United States of America as at
the
time of payment is legal tender for payment of public and private debts
[IF
APPLICABLE, INSERT --; PROVIDED, HOWEVER, that at the option of the
Company
payment of interest may be made by check mailed to the address of the
Person
entitled thereto as such address shall appear in the Security Register].

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

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

         IN WITNESS WHEREOF, Carnival Corporation has caused this
Instrument to
be signed by its Chairman of the Board, or its President, or one of its
Vice
Presidents, and by its Treasurer or one of its Assistant Treasurers,
manually or
in facsimile.

Dated:

                                             CARNIVAL CORPORATION


                                             By

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


                                             By

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

         SECTION 2.3 FORM OF REVERSE OF SECURITY. This Security is one of
a duly
authorized issue of securities of the Company (herein called the
"Securities"),
issued and to be issued in one or more series under an Indenture, dated
as of
____ (herein called the "Indenture"), between the Company and U.S. Bank
Trust
National Association, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to the
series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective
rights, limitations of rights, duties and immunities thereunder of the
Company,
the Trustee and the Holders of the Securities and of the tame upon which
the
Securities are, and are to be, authenticated and delivered. This Security
is one
of the Series designated on the face hereof [, limited in aggregate
principal
amount to $  ].


                                       13


         [The Company will pay to the Holders such Additional Amounts in
respect
of Panamanian taxes as may become payable under Section 10.5 of the
Indenture.]

         [IF APPLICABLE-INSERT-The Securities may be converted pursuant
to the
terms herein into [ ] if:[detail terms of conversion]. The Securities in
respect
of which a Holder has delivered [form of conversion notice] exercising
the
option of such Holder to require the Company to purchase such Security.]

         [IF APPLICABLE, INSERT -- The Securities of this series are
subject to
redemption upon not less than 30 days' notice by mail, [IF APPLICABLE,
INSERT --
(1) on in any year commencing with the year and ending with the year at a
Redemption Price equal to % of the principal amount, and (2)] at any time
[on or
after , 20 ], as a whole or in part, at the election of the Company, at
the
following Redemption Prices (expressed as percentages of the principal
amount):
If redeemed [on or before , %, and if redeemed] during the 12-month
period
beginning of the years indicated,



             YEAR      REDEMPTION PRICE    YEAR      REDEMPTION PRICE
             ----      ----------------    ----      ----------------





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

         [The Securities will also be subject to redemption as a whole,
but not
in part, at the option of the Company at any time at 100% of the
principal
amount, together with accrued interest thereon to the Redemption Date, in
the
event the Company has become or would become obligated to pay, on the
next date
on which any amount would be payable with respect to the Securities, any
Additional Amounts as a result of certain changes affecting Panamanian
withholding taxes which are specified in the Indenture.]

         [IF APPLICABLE - INSERT - The Securities may be converted
pursuant to
the terms herein into [ ] if: [detail terms of conversion]. The
Securities in
respect of which a Holder has delivered [form of conversion notice]
exercising
the option of such Holder to require the Company to purchase such
Security.]

         [IF APPLICABLE, INSERT -- The Securities of this series are
subject to
redemption upon not less than 30 days' notice by mail, (1) on in any year
commencing with the year and ending with the year through operation of
the
sinking fund for this series at the Redemption Prices for redemption
through
operation of the sinking fund (expressed as pages of the principal
amount) set
forth in the table below, and (2) at any time [on or after ], as a


                                       14


whole or in part, at the election of the Company, at the Redemption
Prices for
redemption otherwise than through operation of the sinking fund
(expressed as
percentages of the principal amount) set forth in the table below: If
redeemed
during the 12-month period beginning ___________ of the years indicated,



                                                  REDEMPTION PRICE
                         REDEMPTION PRICE          FOR REDEMPTION
                          FOR REDEMPTION           OTHERWISE THAN
                        THROUGH OPERATION        THROUGH OPERATION
             YEAR      OF THE SINKING FUND      OF THE SINKING FUND
             ----      -------------------      -------------------



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

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

         [The sinking fund for this series provides for the redemption on
in
each year beginning with the year and ending with the year of [not less
than] $
[("mandatory sinking fund") and not more than $ ] aggregate principal
amount of
Securities of this series. Securities of this series acquired or redeemed
by the
Company otherwise than through [mandatory] sinking fund payments may be
credited
against subsequent [mandatory] sinking fund payments otherwise required
to be
made in the [describe order] order in which they became due.]

         [In the event of redemption or repayment of this Security in
part only,
a new Security or Securities of this series for the unredeemed portion
hereof
will be issued in the name of the Holder hereof upon the cancellation
hereof.]

         [IF APPLICABLE, INSERT -- The Securities of this series are
subject to
repayment in whole [or in part] [but not in part], in integral multiples
of $ ,
on [and ] at the option of the Holder hereof at a Repayment Price equal
to % of
the principal amount thereof [to be repaid], together with interest
thereon
accrued to the Repayment Date, all as provided in


                                       15


the Indenture [; PROVIDED, HOWEVER, that the principal amount of this
Security
may not be repaid in part if, following such repayment, the unpaid
principal
amount of this Security would be less than [$ ] [the minimum authorized
denomination for Securities of this series]]. To be repaid at the option
of the
Holder, this Security, with the "Option to Elect Repayment" form duly
completed
by the Holder hereof, must be received by the Company at its office or
agency
maintained for that purpose in either the City of ____________, the State
of
______________, or the City of St. Paul, the State of Minnesota [, which
will be
located initially at the office of the Trustee at ____________________],
not
earlier than 30 days nor later than 15 days prior to the Repayment Date.
Exercise of such option by the Holder of this Security shall be
irrevocable
unless waived by the Company.]

         [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY --
If an
Event of Default with respect to Securities of this series shall occur
and be
continuing, the principal of the Securities of this series may be
declared due
and payable in the manner and with the effect provided in the Indenture.]

         [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY -- If an
Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may
be
declared due and payable in the manner and with the effect provided in
the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR
DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due sad
payable
and (ii) of interest on any overdue principal; and overdue interest (in
each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment
of the
principal of and interest, if any, on the Securities of this series shall
terminate.]

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

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

         As provided in the Indenture and subject to certain limitations
therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at
the
office or agency of the Company in any place where the principal of


                                       16


(and premium, if any, on) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by,
the
Holder hereof or his attorney duly authorized in writing, and thereupon
one or
more new Securities of this series of like tenor, of authorized
denominations
and for the same aggregate principal amount, will be issued to the
designated
transferee or transferees.

         The Securities of this series are issuable only in registered
form
without coupons in denominations of $ and any integral multiple thereof.
As
provided in the Indenture and subject to certain limitations therein set
forth,
Securities of this series are exchangeable for a like aggregate principal
amount
of Securities of this series of like tenor of different authorized
denominations
as requested by the Holder surrendering the same.

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

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

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

[IF APPLICABLE, INSERT--


                                       17


                            OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably requests and instructs the
Company
to repay the within Security [(or the portion thereof specified below)],
pursuant to its terms, on the "Repayment Date" first occurring after the
date of
receipt of the within Security as specified below, at a Repayment Price
equal to
____% of the principal amount thereof, together with interest thereon
accrued to
the Repayment Date, to the undersigned at:

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

- ----------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

         FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS
SECURITY WITH
THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED NOT EARLIER
THAN
30 DAYS PRIOR TO THE REPAYMENT DATE AND NOT LATER THAN 15 DAYS PRIOR TO
THE
REPAYMENT DATE BY THE COMPANY AT ITS OFFICE OR AGENCY EITHER IN THE CITY
OF
______________, THE STATE OF __________, OR THE CITY OF ST. PAUL, THE
STATE OF
MINNESOTA [, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE OF THE TRUSTEE
AT
______________________].

         (If less than the entire principal amount of the within Security
is to
be repaid, specify the portion thereof (which shall be $   or an integral
multiple thereof) which is to be repaid: $   . The principal amount of
this
Security may not be repaid in part if, following such repayment, the
unpaid
principal amount of this Security would be less than [$   [the minimum
authorized denomination for Securities of this series].]

         [If less than the entire principal amount of the within Security
is to
be repaid, specify the denomination(s) of the Security(ies) to be issued
for the
unpaid amount: ($   or any integral multiple of $   ): $   .]

Dated:


                                                     --------------------
- -------
                                                     Note: The signature
to this
                                                     Option to Elect
Repayment
                                                     must correspond with
the
                                                     name as written upon
the
                                                     face of the within
Security
                                                     in every particular
without
                                                     alterations or
enlargement
                                                     or any change
whatsoever.]


                                       18


         SECTION 2.4 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.


      ,
                                                        -----------------
- ------
                                                                      As
Trustee


                                                     By
                                                        -----------------
- ------
                                                              AUTHORIZED
OFFICER


         SECTION 2.5 SECURITIES ISSUABLE IN THE FORM OF A GLOBAL
SECURITY. (a)
If the Company shall establish pursuant to Section 3.1 that the
Securities of a
particular series are to be issued as a Global Security, then the Company
shall
execute and the Trustee shall, in accordance with Section 3.3 and the
Company
Order delivered to the Trustee thereunder, authenticate and deliver, a
Global
Security which (i) shall represent, and shall be denominated in an amount
equal
to the aggregate principal amount of, all of the Outstanding Securities
of such
series, (ii) shall be registered in the name of the Depository or its
nominee,
(iii) shall be delivered by the Trustee to the Depository or pursuant to
the
Depository's instruction and (iv) shall bear a legend substantially to
the
following effect: "Except as otherwise provided in Section 2.5 of the
Indenture,
this Security may be transferred, in whole but not in part, only to
another
nominee of the Depository or to a successor Depository or to a nominee of
such
successor Depository."

         (b) Notwithstanding any other provision of this Section 2.5 or
of
Section 3.5, but subject to the provisions of paragraph (c) below, the
Global
Security of a series may be transferred, in whole but not in part and in
the
manner provided in Section 3.5, only to another nominee of the Depository
for
such series, or to a successor Depository for such series selected or
approved
by the Company or to a nominee of such successor Depository.

         (c) If at any time the Depository for a series of Securities
notifies
the Company that it is unwilling or unable to continue as Depository for
such
series or if at any time the Depository for such series shall no longer
be
registered or in good standing under the Securities Exchange Act of 1934,
as
amended, or other applicable statute or regulation and a successor
Depository
for such series is not appointed by the Company within 90 days after the
Company
receives such notice or becomes aware of such condition, as the case may
be,
this Section 2.5 shall no longer be applicable to the Securities of such
series
and the Company will execute, and the Trustee will authenticate and
deliver,
Securities of such series in definitive registered form without coupons,
in
authorized denominations, and in an aggregate principal amount equal to
the
principal amount of the Global Security of such series in exchange for
such
Global Security. In addition, the Company may at any time determine that
the
Securities of any series shall no longer be represented by a Global
Security and
that the provisions of this Section 2.5 shall no longer apply to the
Securities
of such series. In such event the Company will execute and the Trustee,
upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of such series in
definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global
Security
of such series in exchange for such Global Security. Upon the exchange


                                       19


of the Global Security for such Securities in definitive registered form
without
coupons, in authorized denominations, the Global Security shall be
canceled by
the Trustee. Such Securities in definitive registered form issued in
exchange
for the Global Security pursuant to this Section 2.5(c) shall be
registered in
such names and in such authorized denominations as the Depository,
pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Persons
in whose names such Securities are so registered, but without any
liability on
the part of the Company or the Trustee for the accuracy of the
Depository's
instructions.

                                  ARTICLE III.

                                 THE SECURITIES

         SECTION 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered
under
this Indenture is not limited.

         The Securities may be issued in one or more series. There shall
be
established in or pursuant to a Board Resolution and set forth in an
Officers'
Certificate, or established in one or more indentures supplemental
hereto, prior
to the issuance of Securities of any series, any or all of the following
as
applicable:

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

                  (2) the limit upon the aggregate principal amount of
the
         Securities of the series which may be authenticated and
delivered under
         this Indenture (except for Securities authenticated and
delivered upon
         registration of transfer of, or in exchange for, or in lieu of,
other
         Securities of the series pursuant to Sections 2.5, 3.4, 3.5,
3.6, 9.5,
         11.7 or 12.5, and except for any Securities which, pursuant to
Section
         3.3, are deemed never to have been authenticated and delivered
         hereunder);

                  (3) the date or dates on which the principal of the
Securities
         of the series is payable or the manner in which such dates are
         determined;

                  (4) the rate or rates at which the Securities of the
series
         shall bear interest, or the manner in which such rates are
determined,
         the date or dates from which such interest shall accrue, or the
manner
         in which such dates are determined, the Interest Payment Dates
on which
         such interest shall be payable and the Regular Record Dates, if
any,
         for the interest payable on any Interest Payment Date;

                  (5) the place or places where the principal of (and
premium,
         if any, on) and any interest on Securities of the series shall
be
         payable;

                  (6) the period or periods within which, the price or
prices at
         which and the terms and conditions upon which Securities of the
series
         may be redeemed, in whole or in part, at the option of the
Company;


                                       20


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

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

                  (9) if other than the Trustee, the identity of the
Security
         Registrar and/or Paying Agent;

                  (10) if other than the principal amount thereof, the
portion
         of the principal amount of Securities of the series which shall
be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 5.2;

                  (11) if other than such coin or currency of the United
States
         of America as at the time of payment is legal tender for payment
of
         public or private debts, the coin or currency or currency unit
in which
         payment of the principal of (and premium, if any) or interest on
the
         Securities of the series shall be payable;

                  (12) if the amount of payment of principal of (and
premium, if
         any) or interest on the Securities of the series may be
determined with
         reference to an index, formula or other method based on a coin
currency
         or currency unit other than that in which the Securities are
stated to
         be payable, the manner in which such amounts shall be
determined;

                  (13) if the principal of (and premium, if any) or
interest on
         the Securities of the series are to be payable, at the election
of the
         Company or a Holder thereof, in a coin or currency or currency
unit
         other than that in which the Securities are stated to be
payable, the
         period or periods within which, and the terms and conditions
upon
         which, such election may be made;

                  (14) whether the Securities of the series are issuable
as a
         Global Security and, in such case, the identity of the
Depository for
         such series; and

                  (15) any other terms, conditions, rights and
preferences (or
         limitations on such rights and preferences) relating to the
series
         (which terms shall not be inconsistent with the provisions of
this
         Indenture).

         All Securities of any one series shall be substantially
identical
except as to denomination and except as may otherwise be provided in or
pursuant
to such Board Resolution and set forth in such Officers' Certificate or
in any
indenture supplemental hereto. Not all Securities of any one series need
be
issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

         If any of the terms of the series are established by action
taken
pursuant to a Board Resolution, such Board Resolution and the Officers'
Certificate setting forth the terms of the


                                       21


series shall be delivered to the Trustee at or prior to the delivery of
the
Company Order for authentication and delivery of Securities of such
series.

         SECTION 3.2 DENOMINATIONS. The Securities of each series shall
be
issuable in definitive registered form without coupons and, except for
any
Global Security, in such denominations as shall be specified as
contemplated by
Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series, other than a
Global
Security, shall be issuable in denominations of $1,000 and any integral
multiple
thereof.

         SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be signed on behalf of the Company by its Chairman of
the
Board, its President or one of its Vice Presidents and its Treasurer or
one of
its Assistant Treasurers. Such signatures upon the Securities may be the
manual
or facsimile signatures of the present or any future such authorized
officers
and may be imprinted or otherwise reproduced on the Securities.

         Securities bearing the manual or facsimile signatures of
individuals
who were at the time they signed such Securities the proper officers of
the
Company shall bind the Company, notwithstanding that such individuals or
any of
them have ceased to hold such offices prior to the authentication and
delivery
of such Securities or did not hold such offices at the date of such
Securities.

                  (a) At any time and from time to time after the
execution and
         delivery of this Indenture, the Company may deliver Securities
of any
         series executed by the Company to the Trustee for
authentication,
         together with a Company Order for the authentication and
delivery of
         such Securities, and the Trustee in accordance with the Company
Order
         shall authenticate and deliver such Securities. If not all the
         Securities of any series are to be issued at one time and if the
Board
         Resolution or supplemental indenture establishing such series
shall so
         permit, such Company Order may set forth procedures acceptable
to the
         Trustee for the issuance of such Securities and determining
terms of
         particular Securities of such series such as interest rate,
maturity
         date, date of issuance and date from which interest shall
accrue. In
         authenticating such Securities, and accepting the additional
         responsibilities under this Indenture in relation to such
Securities,
         the Trustee shall be entitled to receive, and (subject to
Section 6.1)
         shall be fully protected in relying upon, an Opinion of Counsel
stating
         that all conditions precedent of the Indenture to the
authentication
         and delivery of such Securities have been complied with and that
such
         Securities, when completed by appropriate insertions and
executed and
         delivered by the Company to the Trustee for authentication in
         accordance with this Indenture, authenticated and delivered by
the
         Trustee in accordance with this Indenture and issued by the
Company in
         the manner and subject to any conditions specified in such
Opinion of
         Counsel, will constitute the legal, valid and binding
obligations of
         the Company, enforceable in accordance with their terms, subject
to
         applicable bankruptcy, insolvency, reorganization and other
similar
         laws of general applicability relating to or affecting the
enforcement
         of creditors' rights, to general equitable principles and to
such other
         qualifications as such counsel shall conclude do not materially
affect
         the rights of Holders of such Securities.


                                       22


         Notwithstanding the provisions of Section 3.1 and of the
preceding
paragraph, if not all the Securities of any series are to be issued at
one time,
it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Security, but such opinion with appropriate
modifications shall
be delivered at or before the time of issuance of the first Security of
such
series.

         The Trustee shall not be required to authenticate and deliver
any such
Securities if the Trustee, being advised by counsel, determines that such
action
(i) may not lawfully be taken or (ii) would expose the Trustee to
personal
liability to existing Holders of Securities.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this
Indenture or be
valid or obligatory for any purpose unless there appears on such Security
a
certificate of authentication substantially in the form provided for
herein,
executed by the Trustee by manual signature, and such certificate upon
any
Security shall be conclusive evidence, and the only evidence, that such
Security
has been duly authenticated and delivered hereunder and is entitled to
the
benefits of this Indenture.

         SECTION 3.4 TEMPORARY SECURITIES. Pending the preparation of
definitive
Securities of any series, the Company may execute, and upon Company Order
the
Trustee shall authenticate and deliver, temporary Securities which are
printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized
denomination, substantially of the tenor of the definitive Securities in
lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such
Securities may
determine, as evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company
will
cause definitive Securities of that series to be prepared without
unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of
such
series at the office or agency of the Company in a Place of Payment for
that
series, without charge to the Holder. Upon surrender for cancellation of
any one
or more temporary Securities of any series the Company shall execute and
the
Trustee shall authenticate and deliver in exchange therefor a like
principal
amount of definitive Securities of the same series of authorized
denominations.
Until so exchanged the temporary Securities of any series shall in all
respects
be entitled to the same benefits under this Indenture as the definitive
Securities of such series.

         SECTION 3.5 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.
The
Company shall cause to be kept at the office or agency of the Company
maintained
pursuant to Section 10.2 a register (the register maintained in such
office and
in any other office or agency of the Company in a Place of Payment being
herein
sometimes collectively referred to as the "Security Register") in which,
subject
to such reasonable regulations as it may prescribe, the Company shall,
subject
to the provisions of Section 2.5, provide for the registration of
Securities and
transfers of Securities. The Trustee is hereby appointed "Security
Registrar"
for the purpose of registering Securities and transfers of Securities as
herein
provided.


                                       23


         Subject to the provisions of Section 2.5, upon surrender for
registration of transfer of any definitive Security of any series at the
office
or agency in a Place of Payment for that series, the Company shall
execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new definitive Securities of the
same
series of any authorized denominations and of a like aggregate principal
amount.

         Subject to the provisions of Section 2.5, at the option of the
Holder,
definitive Securities of any series may be exchanged for other definitive
Securities of the same series, of any authorized denominations and of a
like
aggregate principal amount, upon surrender of the definitive Securities
to be
exchanged at such office or agency. Whenever any definitive Securities
are so
surrendered for exchange, the Company shall execute, and the Trustee
shall
authenticate and deliver, the definitive Securities which the Holder
making the
exchange is entitled to receive.

         All Securities issued upon any registration of transfer or
exchange of
Securities shall be the valid obligations of the Company, evidencing the
same
debt, and entitled to the same benefits under this Indenture, as the
Securities
surrendered upon such registration of transfer or exchange.

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

         No service charge shall be made for any registration of transfer
or
exchange of Securities, but the Company may require payment of a sum
sufficient
to cover any tax or other governmental charge that may be imposed in
relation
thereto.

         The Company shall not be required (i) issue or register the
transfer of
or exchange Securities of any series during a period beginning at the
opening of
business 15 days before the day of the selection for redemption of
Securities of
that series under Section 11.3 and ending at the close of business on the
day of
the mailing of notice of redemption, (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part,
except the
unredeemed portion of any Security being redeemed in part, or (iii) to
issue or
register the transfer of or exchange any Security which has been
surrendered for
repayment at the option of the Holder, except the portion, if any, of
such
Security not to be so repaid.

         SECTION 3.6 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If
any
mutilated Security is surrendered to the Trustee, the Company shall
execute and
the Trustee shall authenticate and deliver in exchange therefor a new
Security
of the same series and of like tenor and principal amount and bearing a
number
not contemporaneously outstanding, or, in case any such mutilated
Security has
become or is about to become due and payable, the Company in its
discretion may,
instead of issuing a new Security, pay such Security.

         If there shall be delivered to the Company and the Trustee (i)
evidence
to their satisfaction of the destruction, loss or theft of any Security
and (ii)
such security or indemnity as may be required by them to save each of
them and
any agent of either of them harmless, then, in the absence of notice to
the
Company or the Trustee that such Security has been acquired by a


                                       24


bona fide purchaser, the Company shall execute and upon its request the
Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen
Security, a new Security of the same series and of like tenor and
principal
amount and bearing a number not contemporaneously outstanding or, in case
any
such destroyed, lost or stolen Security has become or is about to become
due and
payable, the Company in its discretion may, instead of issuing a new
Security,
pay such Security.

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

         Every new Security of any series issued pursuant to this Section
in
lieu of any destroyed, lost or stolen Security shall constitute an
original
additional contractual obligation of the Company, whether or not the
destroyed,
lost or stolen Security 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 Securities of that series duly issued hereunder.

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

         SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on
any Security which is payable, and is punctually paid or duly provided
for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the
close of
business on the Regular Record Date for such interest at the office or
agency of
the Company maintained for such purpose pursuant to Section 10.2;
PROVIDED,
HOWEVER, that each installment of interest on any Security may at the
Company's
option be paid by mailing a check for such interest, payable to or upon
the
written order of the Person entitled thereto pursuant to Section 3.8, to
the
address of such Person as it appears on the Security Register.

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

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


                                       25


         date of the proposed payment, such money when deposited to be
held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall
fix a
         Special Record Date for the payment of such Defaulted Interest
which
         shall be not more than 15 days and not less than 10 days prior
to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment.
The
         Trustee shall promptly notify the Company of such Special Record
Date
         and, in the name and at the expense of the Company, shall cause
notice
         of the proposed payment of such Defaulted Interest and the
Special
         Record Date therefor to be mailed, first-class postage prepaid,
to each
         Holder of Securities of such series at his address as it appears
in the
         Security Register, not less than 10 days prior to such Special
Record
         Date. Notice of the proposed payment of such Defaulted Interest
and the
         Special Record Date therefor having been so mailed, such
Defaulted
         Interest shall be paid to the Persons in whose names the
Securities of
         such series (or their respective Predecessor Securities) are
registered
         at the close of business on such Special Record Date and shall
no
         longer be payable pursuant to the following clause (2).

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

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

         SECTION 3.8 PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any
agent of
the Company or the Trustee may treat the Person in whose name such
Security is
registered as the owner of such Security for the purpose of receiving
payment of
principal of (and premium, if any, on) and (subject to Section 3.7)
interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent
of the
Company or the Trustee shall be affected by notice to the contrary.

         SECTION 3.9 CANCELLATION. All Securities surrendered for
payment,
redemption, repayment at the option of the Holder, registration of
transfer or
exchange or for credit against any sinking fund payment shall, if
surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall
be
promptly canceled by it. The Company may at any time deliver to the
Trustee for
cancellation any Securities previously authenticated and delivered
hereunder
which the Company may have acquired in any manner whatsoever, and all
Securities
so delivered shall be promptly canceled by the Trustee. No Securities
shall be
authenticated in lieu of or in exchange for any Securities canceled as
provided
in this Section, except as expressly permitted by this Indenture. All
canceled
Securities held by the Trustee shall be destroyed by it and the Trustee
shall
deliver its certificate of such destruction to the Company, unless by a
Company
Order the Company directs their return to it.


                                       26


         SECTION 3.10 COMPUTATION OF INTEREST. Except as otherwise
specified as
contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day
year of
twelve 30-day months.

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

         SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture
shall upon Company Request cease to be of further effect (except as to
any
surviving rights of registration of transfer or exchange of Securities
herein
expressly provided for), and the Trustee, at the expense of the Company,
shall
execute proper instruments acknowledging satisfaction and discharge of
this
Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated
and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced
or paid
                  as provided in Section 3.6 and (ii) Securities for
whose
                  payment money has theretofore been deposited in trust
or
                  segregated and held in trust by the Company and
thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.3) have been delivered to the
Trustee
                  for cancellation; or

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

                                    (i) have become due and payable, or

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

                                    (iii) are to be called for redemption
within
                           one year under arrangements satisfactory to
the
                           Trustee for the giving of notice of redemption
by the
                           Trustee in the name, and at the expense, of
the
                           Company, and the Company, in the case of (i),
(ii) or
                           (iii) above, has deposited or caused to be
deposited
                           with the Trustee as trust funds in trust for
the
                           purpose an amount sufficient to pay and
discharge the
                           entire indebtedness on such Securities not
                           theretofore delivered to the Trustee for
                           cancellation, for principal (and premium, if
any) and
                           interest to the date of such deposit (in the
case of
                           Securities which have become due and payable)
or to
                           the Stated Maturity or Redemption Date, as the
case
                           may be;

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


                                       27


                  (3) the Company has delivered to the Trustee an
Officers'
         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.

In the event there are Securities of two or more series hereunder, the
Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other
conditions
thereto are met. In the event there are two or more Trustees hereunder,
then the
effectiveness of any such instrument shall be conditioned upon receipt of
such
instruments from all Trustees hereunder.

         Notwithstanding the satisfaction and discharge of this
Indenture, the
obligations of the Company to the Trustee under Section 6.7 and, if money
shall
have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of
this Section, the obligations of the Trustee under Section 4.2 and the
last
paragraph of Section 10.3 shall survive.

         SECTION 4.2 APPLICATION OF TRUST MONEY. Subject to the
provisions of
the last paragraph of Section 10.3, all money deposited with the Trustee
pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance
with the provisions of the Securities and this Indenture, to the payment,
either
directly or through any Paying Agent (including the Company acting as its
own
Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of
the principal (and premium, if any) and interest for whose payment such
money
has been deposited with the Trustee; but such money need not be
segregated from
other funds except to the extent required by law.

         SECTION 4.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection
with the satisfaction and discharge of this Indenture all moneys then
held by
any Paying Agent (other than the Trustee, if the Trustee be a Paying
Agent)
under the provisions of this Indenture shall, upon demand of the Company,
be
repaid to it or paid to the Trustee and thereupon such Paying Agent shall
be
released from all further liability with respect to such moneys.

         SECTION 4.4 REPAYMENT OF MONEYS HELD BY TRUSTEE. Any moneys
deposited
with the Trustee or any Paying Agent for the payment of the principal of
(or
premium, if any, on) or interest on any Security of any series and not
applied
but remaining unclaimed by the Holders for two years after the date upon
which
the principal of (or premium, if any, on) or interest on such Security
shall
have become due and payable, shall be repaid to the Company by the
Trustee or
such Paying Agent on demand; and the Holder of any of the Securities
entitled to
receive such payment shall thereafter look only to the Company for the
payment
thereof and all liability of the Trustee or such Paying Agent with
respect to
such moneys shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or
such
Paying Agent, before being required to make any such repayment, may at
the
expense of the Company cause to be mailed to each such Holder or
published once
a week for two successive weeks (in each case on any day of the week) in
an
Authorized Newspaper, or both, a notice that said moneys have not been so
applied and that after a date named therein any unclaimed balance of said
moneys
then remaining will be returned to the Company. It shall not be necessary
for
more than one such publication to be made in the same newspaper.


                                       28


                                   ARTICLE V.

                                    REMEDIES

         SECTION 5.1 EVENTS OF DEFAULT. "Event of Default," wherever used
herein
with respect to Securities of any series, shall mean any one of the
following
events (whatever the reason for such Event of Default and whether it
shall be
voluntary or involuntary or be effected by operation of law or pursuant
to any
judgment, decree or order of any court or any order, rule or regulation
of any
administrative or governmental body):

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

                  (2) default in the payment of the principal of (or
premium, if
         any, on) any Security of that series at its Maturity; or

                  (3) default in the deposit of any sinking fund payment,
when
         and as due by the terms of a Security of that series, and
continuance
         of such default for five business days; or

                  (4) default in the performance, or breach, of any
covenant or
         warranty of the Company in this Indenture (other than a covenant
or
         warranty a default in whose performance or whose breach is
elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such
default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or
to the
         Company and the Trustee by the Holders of at least 25% in
principal
         amount of the Outstanding Securities of that series a written
notice
         specifying such default or breach and requiring it to be
remedied and
         stating that such notice is a "Notice of Default" hereunder, or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company or
under any
         mortgage, indenture or instrument under which there may be
issued or by
         which there may be secured or evidenced any indebtedness for
money
         borrowed by the Company, whether such indebtedness now exists or
shall
         hereafter be created, which default shall constitute a failure
to pay
         the principal of indebtedness in excess of $20,000,000 when due
and
         payable after the expiration of any applicable grace period with
         respect thereto or shall have resulted in indebtedness in excess
of
         $20,000,000 becoming or being declared due and payable prior to
the
         date on which it would otherwise have become due and payable,
without
         such indebtedness having been discharged, or such acceleration
having
         been rescinded or annulled, within a period of 30 days after
there
         shall have been given, by registered or certified mail, to the
Company
         by the Trustee or to the Company and the Trustee by the Holders
of at
         least 25% in an principal amount of the Outstanding Securities a
         written notice specifying such default and requiring the Company
to
         cause such indebtedness to be discharged or cause such
acceleration to
         be rescinded or annulled and stating that such notice is a
"Notice of
         Default" hereunder; PROVIDED, HOWEVER, that, subject to the


                                       29


         provisions of Sections 6.1 and 6.2, the Trustee shall not be
deemed to
         have knowledge of such default unless either (A) a Responsible
Officer
         of the Trustee shall have actual knowledge of such default or
(B) the
         Trustee shall have received written notice thereof from the
Company,
         from any Holder, from the holder of any such indebtedness or
from the
         trustee under any such mortgage, indenture or other instrument;
or

                  (6) the entry by a court having jurisdiction in the
premises
         of (A) a decree or order for relief in respect of the Company in
an
         involuntary case or proceeding under the National Bankruptcy Act
or any
         other similar Federal or State law or (B) a decree or order
adjudging
         the Company a bankrupt or insolvent, or approving as properly
filed a
         petition seeking reorganization, arrangement, adjustment or
composition
         of or in respect of the Company under any applicable Federal or
State
         law, or appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official of the Company
or of
         any substantial part of its property, or ordering the winding up
or
         liquidation of its affairs, and the continuance of any such
decree or
         order for relief or any such other decree or order unstayed and
in
         effect for a period of 60 consecutive days; or

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

                  (8) any other Event of Default provided with respect to
         Securities of that series.

         SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee
or the
Holders of not less than 25% in principal amount of the Outstanding
Securities
of that series may declare the principal amount (or, if the Securities of
that
series are Original Issue Discount Securities, such portion of the
principal
amount as may be specified in the terms of that series) of all of the
Securities
of that series to be due and payable immediately, by a notice in writing
to the
Company (and to the Trustee if given by Holders), and upon any such
declaration
such principal amount (or specified amount) shall become immediately due
and
payable.

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


                                       30


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

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

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

                           (C) to the extent that payment of such
interest is
                  enforceable under applicable law, interest upon overdue
                  interest to the date of such payment or deposit at the
rate or
                  rates prescribed therefor in such Securities or, if no
such
                  rate or rates are so prescribed, at the rate borne by
the
                  Securities during the period of such default, and

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

         and

                  (2) all Events of Default with respect to Securities of
that
         series, other than the non-payment of the principal of
Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section
5.13.

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

         SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY
TRUSTEE. The Company covenants that (1) in case default shall be made in
the
payment of any installment of interest on any Security of any series, as
and
when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (2) in case default shall be made
in the
payment of the principal of (and premium, if any, on) any Security of any
series
on its Maturity and such default shall have continued for a period of
five
business days then, upon demand of the Trustee, the Company will pay to
the
Trustee, for the benefit of the Holders of such Securities of such
series, the
whole amount that then shall have become due and payable on all such
Securities
for principal (and premium, if any) or interest, or both, as the case may
be,
with interest upon the overdue principal and (to the extent that payment
of such
interest is enforceable under applicable law) upon overdue installments
of
interest at the rate borne by the Securities during the period of such
default;
and, in addition thereto, such further amount as shall be sufficient to
cover
reasonable compensation to the Trustee, its agents, attorneys and
counsel, and
all other expenses and liabilities incurred, and all advances made, by
the
Trustee except as a result of its negligence or bad faith.

         If an Event of Default with respect to Securities of any series
occurs
and is continuing, the Trustee may in its discretion proceed to protect
and
enforce is rights and the rights of the Holders of Securities of such
series by
such appropriate judicial proceedings as the Trustee shall


                                       31


deem most effectual to protect and enforce any such rights, whether for
the
specific enforcement of any covenant or agreement in this Indenture or in
aid of
the exercise of any power granted herein, or to enforce any other proper
remedy.

         SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding
relative to
the Company or any other obligor upon the Securities or the property of
the
Company or of such other obligor or their creditors, the Trustee,
irrespective
of whether the principal of the Securities shall then be due and payable
as
therein expressed or by declaration or otherwise and irrespective of
whether the
Trustee shall have made any demand on the Company for the payment of
overdue
principal or interest, shall be emitted and empowered, by intervention in
such
proceeding or otherwise,

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or
other similar official in any such judicial proceeding is hereby
authorized by
each Holder to make such payments to the Trustee and, in the event that
the
Trustee shall consent to the making of such payments directly to the
Holders, to
pay to the Trustee any amount due it for the reasonable compensation,
expenses,
disbursements and advances of the Trustee, its agents and counsel, and
any other
amounts due the Trustee under Section 6.7.

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

         SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession
of any of the Securities or the production thereof in any proceeding
relating
thereto, and any such proceeding instituted by the Trustee shall be
brought in
its own name as trustee of an express trust, and any recovery of judgment
shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for
the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 5.6 APPLICATION OF MONEY COLLECTED. Any money collected
by the
Trustee pursuant to this Article shall be applied in the following order,
at the
date or dates fixed by the Trustee and, in case of the distribution of
such
money on account of principal (or premium, if


                                       32


any) or interest, upon presentation of the Securities and the notation
thereon
of the payment if only partially paid and upon surrender thereof if fully
paid:

                  FIRST: To the payment of all amounts due the Trustee
under
         Section 6.7;

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

                  THIRD: To the payment of the remainder, if any, to the
         Company, its successors or assigns or to whosoever may be
lawfully
         entitled to receive the same, or as a court of competent
jurisdiction
         may direct.

         SECTION 5.7 LIMITATION ON SUITS. No Holder of any Security of
any
series shall have any right to institute any proceeding, judicial or
otherwise,
with respect to this Indenture, or for the appointment of a receiver or
trustee,
or for any other remedy hereunder, unless

                  (1) such Holder shall have previously given written
notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of that series;

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

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

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

                  (5) no direction inconsistent with such written request
shall
         have been given to the Trustee pursuant to Section 5.12 during
such
         60-day period by the Holders of a majority in principal amount
of the
         Outstanding Securities of that series;

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

         SECTION 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this
Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if
any, on)
and (subject to Section 3.7) interest on such Security on the Stated
Maturity


                                       33


or Maturities expressed in such Security (or, in the case of redemption
or
repayment at the option of the Holder, on the Redemption Date or
Repayment Date,
as the case may be) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of
such
Holder.

         SECTION 5.9 RESTORATION OF RIGHT AND REMEDIES. If the Trustee or
any
Holder has instituted any proceeding to enforce any right or remedy under
this
Indenture and such proceeding has been discontinued or abandoned for any
reason,
or has been determined adversely to the Trustee or to such Holder, then
and in
every such case, subject to any determination in such proceeding, the
Company,
the Trustee and the Holders shall be restored severally and respectively
to
their former positions hereunder and thereafter all rights and remedies
of the
Trustee and the Holders shall continue as though no such proceeding had
been
instituted.

         SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated,
destroyed,
lost or stolen Securities in the last paragraph of Section 3.6, no right
or
remedy herein conferred upon or reserved to the Trustee or to the Holders
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 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission
of the
Trustee or of any Holder of any Securities to exercise any right or
remedy
accruing upon any Event of Default shall impair any such right or remedy
or
constitute a waiver of any such Event of Default or an acquiescence
therein.
Every right and remedy given by this Article or by law to the Trustee or
to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

         SECTION 5.12 CONTROL BY HOLDERS. The Holders of a majority in
aggregate
principal amount of the Outstanding Securities of any series shall have
the
right to direct the time, method and place of conducting any proceeding
for any
remedy available to the Trustee, or exercising any trust or power
conferred on
the Trustee, with respect to the Securities of such series; PROVIDED,
HOWEVER,
that

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

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

                  (3) such direction is not unduly prejudicial to the
rights of
         Holders not taking part in such direction, and

                  (4) such direction would not involve the Trustee in
personal
         liability, as the Trustee, upon being advised by counsel, shall
         reasonably determine.


                                       34


         SECTION 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less
than a
majority in aggregate principal amount of the Outstanding Securities of
any
series may on behalf of the holders of all the Securities of such series
waive
any past default hereunder with respect to such series and its
consequences,
except a default

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

                  (2) in respect of a covenant or provision hereof which
under
         Article 9 cannot be modified or amended without the consent of
the
         Holder of each Outstanding Security of such series affected.

         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, and the Company, the Trustee and Holders shall
be
restored to their former positions and rights hereunder, respectively;
but no
such waiver shall extend to any subsequent or other default or impair any
right
consequent thereon.

         SECTION 5.14 UNDERTAKING FOR COSTS. All parties to this
Indenture
agree, and each Holder of any Security by his acceptance thereof shall be
deemed
to have agreed, that any court may in its discretion require, in any suit
for
the enforcement of any right or remedy under this Indenture, or in any
suit
against the Trustee for any action taken, suffered or omitted by it as
Trustee,
the filing by any party litigant in such suit 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 the provisions of this Section shall not apply
to any
suit instituted by the Company, to any suit instituted by the Trustee, to
any
suit instituted by any Holder, or group of Holders, holding in the
aggregate
more than 10% in principal amount of the Outstanding Securities of any
series,
or to any suit instituted by any Holder for the enforcement of the
payment of
the principal of (or premium, if any, on) or interest on any Security on
or
after the Stated Maturity or Maturities expressed in such Security (or,
in the
case of redemption, on or after the Redemption Date).

         SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS. The Company
covenants
(to the extent that it may lawfully do so) that it will not at any time
insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any
time
hereafter in force, which may affect the covenants or the performance of
this
Indenture; and the Company (to the extent that it may lawfully do so)
hereby
expressly waives all benefit or advantage of any such law and covenants
that it
will not hinder, delay or impede the execution of any power herein
granted to
the Trustee, but will suffer and permit the execution of every such power
as
though no such law had been enacted.


                                       35


                                   ARTICLE VI.

                                   THE TRUSTEE

         SECTION 6.1 CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except
during the
continuance of an Event of Default,

                  (1) the Trustee undertakes to perform such duties and
only
         such duties as are specifically set forth in this Indenture, and
no
         implied covenants or obligations shall be read into this
Indenture
         against the Trustee; and

                  (2) in the absence of bad faith on its part, the
Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates
or
         opinions furnished to the Trustee and conforming to the
requirements of
         this Indenture; but in the case of any such certificates or
opinions
         which by any provision hereof are specifically required to be
furnished
         to the Trustee, the Trustee shall be under a duty to examine the
same
         to determine whether or not they conform to the requirements of
this
         Indenture.

         (b) In case an Event of Default has occurred and is continuing,
the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise,
as a
prudent man would exercise or use under the circumstances in the conduct
of his
own affairs.

         (c) No provision of this Indenture shall be construed to relieve
the
Trustee from liability for its own negligent action, its own negligent
failure
to act, or its own wilful misconduct, except that

                  (1) this Subsection shall not be construed to limit the
effect
         of Subsection (a) of this Section;

                  (2) the Trustee shall not be liable for any error of
judgment
         made in good faith by a Responsible Officer, unless it shall be
proved
         that the Trustee was negligent in ascertaining the pertinent
facts;

                  (3) the Trustee shall not be liable with respect to any
action
         taken or omitted to be taken by it in good faith in accordance
with the
         direction of the Holders of not less than a majority in
aggregate
         principal amount of the Outstanding Securities of any series,
         determined as provided in Section 5.12, relating to the time,
method
         and place of conducting any proceeding for any remedy available
to the
         Trustee, or exercising any trust or power conferred upon the
Trustee,
         under this Indenture with respect to the Securities of such
series; and

                  (4) no provision of this Indenture shall require the
Trustee
         to expend or risk its own funds or otherwise incur any personal
         financial liability in the performance of any of its duties
hereunder,
         or in the exercise of any of its rights or powers, if there
shall be
         reasonable grounds for believing that repayment of such funds or
         adequate indemnity against such risk or liability is not
reasonably
         assured to it.


                                       36


         (d) Whether or not therein expressly so provided, every
provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
this
Section.

         SECTION 6.2 NOTICE OF DEFAULTS. Within 90 days after the
occurrence of
any default hereunder with respect to the Securities of any series, the
Trustee
shall transmit by mail to all Holders of Securities of such series, as
their
names and addresses appear in the Security Register, notice of such
default
hereunder known to the Trustee, unless such default shall have been cured
or
waived; PROVIDED, HOWEVER, that, except in the case of a default in the
payment
of the principal of (or premium, if any, on) or interest on any Security
of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding
such
notice if and so long as the board of directors, the executive committee,
or a
trust committee of directors and/or Responsible Officers of the Trustee
in good
faith determine that the withholding of such notice is in the interest of
the
Holders of Securities of such series; and PROVIDED, FURTHER, that in the
case of
any default of the character specified in Section 5.1(4) with respect to
Securities of such series, no such notice to Holders shall be given until
at
least 30 days after the occurrence thereof. For the purpose of this
Section, the
term "default" means any event which is, or after notice or lapse of time
or
both would become, an Event of Default (not including periods of grace,
if any)
with respect to Securities of such series.

         SECTION 6.3 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions
of
Section 6.1:

                  (a) the Trustee may rely and shall be protected in
acting or
         refraining from acting upon any resolution, certificate,
statement,
         instrument, opinion, report, notice, request, direction,
consent,
         order, bond, debenture, note, other evidence of indebtedness,
approval
         or other paper or document believed by it to be genuine and to
have
         been signed or presented by the proper party or parties;

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

                  (c) whenever in the administration of this Indenture
the
         Trustee shall deem it desirable that a matter be proved or
established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically
prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

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

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


                                       37


                  (f) except during the continuance of an Event of
Default, the
         Trustee shall not be bound to make any investigation into the
facts or
         matters stated in any resolution, certificate, statement,
instrument,
         opinion, report, notice, request, direction, consent, order,
bond,
         debenture, note, other evidence of indebtedness or other paper
or
         document, but the Trustee, in its discretion, may make such
further
         inquiry or investigation into such facts or matters as it may
see fit;
         and

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

         SECTION 6.4 TRUSTEE NOT RESPONSIBLE FOR RECITALS IN INDENTURE OR
IN
SECURITIES. The recitals contained herein and in the Securities, except
the
Trustee's certificates of authentication, shall be taken as the
statements of
the Company, and the Trustee assumes no responsibility for their
correctness.
The Trustee makes no representations as to the validity or sufficiency of
this
Indenture or of the Securities, except that the Trustee represents that
it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements
made by
it in a Statement of Eligibility on Form T-1 supplied to the Company are
true
and accurate, subject to the qualifications set forth therein. The
Trustee shall
not be accountable for the use or application by the Company of
Securities or
the proceeds thereof.

         SECTION 6.5 MAY HOLD SECURITIES. The Trustee, any Paying Agent,
any
Security Registrar or any other agent of the Company, in its individual
or any
other capacity, may become the owner or pledgee of Securities and,
subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same
rights
it would have if it were not Trustee, Paying Agent, Security Registrar or
such
other agent.

         SECTION 6.6 MONEY HELD IN TRUST. Subject to the provisions of
Section
4.4, all moneys received by the Trustee shall, until used or applied as
herein
provided, be held in trust for the purposes for which they were received,
but
need not be segregated from other funds except to the extent required by
law.
The Trustee stall pay such interest on any moneys received by it
hereunder as it
may agree with the Company to pay thereon. So long as no Event of Default
shall
have occurred and be continuing, all interest allowed on any such moneys
shall
be paid from time to time upon the receipt of a Company Order with
respect
thereto.

         SECTION 6.7 COMPENSATION AND REIMBURSEMENT. The Company
covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation for all services rendered by it
hereunder
(which stall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon
its
request for all reasonable expenses, disbursements and advances incurred
or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements
of its
agents, attorneys and counsel and of all persons not regularly in its
employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the
Trustee
for, and to hold


                                       38


it harmless against, any loss, liability or expense incurred without
negligence
or bad faith on the part of the Trustee, arising out of or in connection
with
the acceptance or administration of this trust, including the costs and
expenses
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

         SECTION 6.8 DISQUALIFICATION; CONFLICTING INTEREST. (a) If the
Trustee
has or shall acquire any conflicting interest, as defined in this
Section, with
respect to the Securities of any series:

                  (1) then, within 90 days after ascertaining that it has
such
         conflicting interest, and if the Event of Default to which such
         conflicting interest relates has not been cured or duly waived
or
         otherwise eliminated before the end of such 90-day period, the
Trustee
         shall either eliminate such conflicting interest or, except as
         otherwise provided below in this Section, resign, and the
Company shall
         take prompt steps to have a successor appointed in the manner
provided
         in Section 6.10;

                  (2) in the event that the Trustee shall fail to comply
with
         the provisions of clause (i) of this Subsection, the Trustee
shall,
         within 10 days after the expiration of such 90-day period,
transmit
         notice of such failure to the Holders of the Securities of the
         applicable series in the manner and to the extent provided in
Section
         7.3(c); and

                  (3) subject to the provisions of Section 5.14, unless
the
         Trustee's duty to resign is stayed as provided below in this
Section,
         any Holder of the Securities of the applicable series who has
been a
         bona fide Holder of such Securities for at least six months may,
on
         behalf of himself and all others similarly situated, petition
any court
         of competent jurisdiction for the removal of the Trustee, and
the
         appointment of a successor, if the Trustee fails, after written
request
         thereof by such Holder to comply with the provisions of clause
(1) of
         this Subsection.

         (b) For the purposes of this Section, a Trustee shall be deemed
to have
a conflicting interest if an Event of Default exists with respect to the
Securities of the applicable series and:

                  (1) the Trustee is trustee under this Indenture with
respect
         to the Outstanding Securities of any series other than the
applicable
         series or is trustee under another indenture under which any
other
         securities, or certificates of interest or participation in any
other
         securities, of the Company are outstanding, unless such other
indenture
         is a collateral trust indenture under which the only collateral
         consists of Securities issued under this Indenture; PROVIDED,
HOWEVER,
         that there shall be excluded from the operation of this
paragraph this
         Indenture with respect to the Securities of any series other
than the
         applicable series and any indenture or indentures under which
other
         securities, or certificates of interest or participation in
other
         securities, of the Company are outstanding, if

                           (i) this Indenture and such other indenture or
                  indentures are wholly unsecured and ranks equally, and
such
                  other indenture or indentures are hereafter qualified
under
                  the Trust Indenture Act of 1939, unless the Commission
shall
                  have found and declared by order pursuant to


                                       39


                  Section 305(b) or Section 307(c) of the Trust Indenture
Act of
                  1939 that differences exist between the provisions of
this
                  Indenture with respect to Securities of the applicable
series
                  and one or more other series or the provisions of such
other
                  indenture or indentures which are so likely to involve
a
                  material conflict of interest as to make it necessary
in the
                  public interest or for the protection of investors to
                  disqualify the Trustee from acting as such under this
                  Indenture with respect to the Securities of the
applicable
                  series and such other series or under such other
indenture or
                  indentures, or

                           (ii) the Company shall have sustained the
burden of
                  proving, on application to the Commission and after
                  opportunity for hearing thereon, that trusteeship under
this
                  Indenture with respect to the Securities of the
applicable
                  series and such other series or such other indenture or
                  indentures is not so likely to involve a material
conflict of
                  interest as to make it necessary in the public interest
or for
                  the protection of investors to disqualify the Trustee
from
                  acting as such under this Indenture with respect to the
                  Securities of that series and such other series or
under such
                  other indenture or indentures;

                  (2) the Trustee or any of its directors or executive
officers
         is an underwriter for the Company;

                  (3) the Trustee directly or indirectly controls or is
directly
         or indirectly controlled by or is under direct or indirect
common
         control with an underwriter for the Company;

                  (4) the Trustee or any of its directors or executive
officers
         is a director, officer, partner, employee, appointee or
representative
         of the Company, or of an underwriter (other than the Trustee
itself)
         for the Company who is currently engaged in the business of
         underwriting, except that (i) one individual may be a director
or an
         executive officer, or both, of the Trustee and a director or an
         executive officer, or both, of the Company, but may not be at
the same
         time an executive officer of both the Trustee and the Company;
(ii) if
         and so long as the number of directors of the Trustee in office
is more
         than nine, one additional individual may be a director or an
executive
         officer, or both, of the Trustee and a director of the Company;
and
         (iii) the Trustee may be designated by the Company or by any
         underwriter for the Company to act in the capacity of transfer
agent,
         registrar, custodian, paying agent, fiscal agent, escrow agent
or
         depositary, or in any other similar capacity, or, subject to the
         provisions of paragraph (1) of this Subsection, to act as
trustee,
         whether under an indenture or otherwise;

                  (5) 10% or more of the voting securities of the Trustee
is
         beneficially owned either by the Company or by any director,
partner or
         executive officer thereof, or 20% or more of such voting
securities is
         beneficially owned, collectively, by any two or more of such
persons;
         or 10% or more of the voting securities of the Trustee is
beneficially
         owned either by an underwriter for the Company or by any
director,
         partner or executive officer thereof, or is beneficially owned,
         collectively, by any two or more such persons;


                                       40


                  (6) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), (i) 5% or more of the
voting
         securities, or 10% or more of any other class of security, of
the
         Company not including the Securities issued under this Indenture
and
         securities issued under any other indenture under which the
Trustee is
         also trustee, or (ii) 10% or more of any class of security of an
         underwriter for the Company;

                  (7) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 5% or more of the
voting
         securities of any person who, to the knowledge of the Trustee,
owns 10%
         or more of the voting securities of, or controls directly or
indirectly
         or is under direct or indirect common control with, the Company;

                  (8) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 10% or more of any
class of
         security of any person who, to the knowledge of the Trustee,
owns 50%
         or more of the voting securities of the Company;

                  (9) the Trustee owns, on the date of an Event of
Default with
         respect to the Securities of the applicable series or any
anniversary
         of such Event of Default while such Event of Default remains
         outstanding, in the capacity of executor, administrator,
testamentary
         or inter vivos trustee, guardian, committee or conservator, or
in any
         other similar capacity, an aggregate of 25% or more of the
voting
         securities, or of any class of security, of any person, the
beneficial
         ownership of a specified percentage of which would have
constituted a
         conflicting interest under paragraph (6), (7) or (8) of this
         Subsection. As to any such securities of which the Trustee
acquired
         ownership through becoming executor, administrator or
testamentary
         trustee of an estate which included them, the provisions of the
         preceding sentence shall not apply, for a period of two years
from the
         date of such acquisition, to the extent that such securities
included
         in such estate do not exceed 25% of such voting securities or
25% of
         any such class of security. Promptly after the dates of any such
Event
         of Default with respect to the Securities of the applicable
series and
         annually in each succeeding year that such Event of Default
remains
         outstanding, the Trustee shall make a check of its holdings of
such
         securities in any of the above-mentioned capacities as of such
dates.
         If the Company fails to make payment in full of the principal of
(or
         premium, if any, on) or interest on any of the Securities when
and as
         the same becomes due and payable, and such failure continues for
30
         days thereafter, the Trustee shall make a prompt check of its
holdings
         of such securities in any of the above-mentioned capacities as
of the
         date of the expiration of such 30-day period, and after such
date,
         notwithstanding the foregoing provisions of this paragraph, all
such
         securities so held by the Trustee, with sole or joint control
over such
         securities vested in it, shall, but only so long as such failure
shall
         continue, be considered as though beneficially owned by the
Trustee for
         the purposes of paragraphs (6), (7) and (8) of this Subsection;
or

                  (10) except under the circumstances described in
paragraphs
         (1), (3), (4), (5) or (6) of Section 6.13(b), the Trustee shall
become
         a creditor of the Company.


                                       41


         For purposes of paragraph (1) of this Subsection, and of
Sections 5.12
and 5.13, the term "series of securities" and "series" means a series,
class or
group of securities issuable under an indenture pursuant to whose terms
holders
of one such series may vote to direct the indenture trustee, or otherwise
take
action pursuant to a vote of such holders, separately from holders of
another
such series; provided, HOWEVER, that "series of securities" or "series"
shall
not include any series of securities issuable under an indenture if all
such
series rank equally and are wholly unsecured.

         The specification of percentages in paragraphs (5) to (9),
inclusive,
of this Subsection shall not be construed as indicating that the
ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.

         For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not
include
any note or other evidence of indebtedness issued to evidence an
obligation to
repay moneys lent to a person by one or more banks, trust companies or
banking
firms, or any certificate of interest or participation in any such note
or
evidence of indebtedness; (ii) except as expressly provided in paragraph
(9) of
this Subsection, an obligation shall be deemed to be "in default" when a
default
in payment of principal shall have continued for 30 days or more and
shall not
have been cured; and (iii) the Trustee shall not be deemed to be the
owner or
holder of (A) any security which it holds as collateral security, as
trustee or
otherwise, for an obligation which is not in default as defined in clause
(ii)
above, or (B) security which it holds as collateral security under this
Indenture, irrespective of any default hereunder, or (C) any security
which it
holds as agent for collection, or as custodian, escrow agent or
depositary, or
in any similar representative capacity.

         Except as provided in the next preceding paragraph, the word
"security"
or "securities" as used in this Indenture shall mean any note, stock,
treasury
stock, bond, debenture, evidence of indebtedness, certificate of interest
or
participation in any profit-sharing agreement, collateral-trust
certificate,
pre-organization certificate or subscription, transferable share,
investment
contract, voting-trust certificate, certificate of deposit for a
security,
fractional undivided interest in oil, gas or other mineral rights, or, in
general, any interest or instrument commonly known as a "security", or
any
certificate of interest or participation in, temporary or interim
certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or
purchase,
any of the foregoing.

         (c) For the purposes of this Section:

                  (1) The term "underwriter", when used with reference to
the
         Company, shall mean every person who, within one year prior to
the time
         as of which the determination is made, has purchased from the
Company
         with a view to, or has offered or sold for the Company in
connection
         with, the distribution of any security of the Company
outstanding at
         such time, or has participated or has had a direct or indirect
         participation in any such undertaking, or has participated or
has had a
         participation in the direct or indirect underwriting of any such
         undertaking, but such term shall not include a person whose
interest
         was limited to a commission from an underwriter or dealer not in
excess
         of the usual and customary distributors' or sellers' commission.


                                       42


                  (2) The term "director" shall mean any director of a
         corporation or any individual performing similar functions with
respect
         to any organization, whether incorporated or unincorporated.

                  (3) The term "person" shall mean an individual, a
corporation,
         a partnership, an association, a joint-stock company, a trust,
an
         unincorporated organization or a government or political
subdivision
         thereof. As used in this paragraph, the term "trust" shall
include only
         a trust where the interest or interests of the beneficiary or
         beneficiaries are evidenced by a security.

                  (4) The term "voting security" shall mean any security
         presently entitling the owner or holder thereof to vote in the
         direction or management of the affairs of a person, or any
security
         issued under or pursuant to any trust, agreement or arrangement
whereby
         a trustee or trustees or agent or agents for the owner or holder
of
         such security are presently entitled to vote in the direction or
         management of the affairs of a person.

                  (5) The term "Company" shall mean any obligor upon the
         Securities.

                  (6) The term "Event of Default" shall mean an Event of
Default
         pursuant to Section 5.1, but exclusive of any period of grace or
         requirement of notice.

                  (7) The term "executive officer" shall mean the
president,
         every vice president, every trust officer, the cashier, the
secretary
         and the treasurer of a corporation, and any individual
customarily
         performing similar functions with respect to any organization
whether
         incorporated or unincorporated, but shall not include the
chairman of
         the board of directors.

         (d) The percentages of voting securities and other securities
specified
in this Section shall be calculated in accordance with the following
provisions:

                  (1) A specified percentage of the voting securities of
the
         Trustee, the Company or any other person referred to in this
Section
         (each of whom is referred to as a "person" in this paragraph)
means
         such amount of the outstanding voting securities of such person
as
         entitles the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to
cast in
         the direction or management of the affairs of such person.

                  (2) A specified percentage of a class of securities of
a
         person means such percentage of the aggregate amount of
securities of
         the class outstanding.

                  (3) The term "amount", when used in regard to
securities,
         means the principal amount if relating to evidences of
indebtedness,
         the number of shares if relating to capital shares and the
number of
         units if relating to any other kind of security.

                  (4) The term "outstanding" means issued and not held by
or for
         the account of the issuer. The following securities shall not be
deemed
         outstanding within the meaning of this definition:


                                       43


                           (i) securities of an issuer held in a sinking
fund
                  relating to securities of the issuer of the same class;

                           (ii) securities of an issuer held in a sinking
fund
                  relating to another class of securities of the issuer,
if the
                  obligation evidenced by such other class of securities
is not
                  in default as to principal or interest or otherwise;

                           (iii) securities pledged by the issuer thereof
as
                  security for an obligation of the issuer not in default
as to
                  principal or interest or otherwise; and

                           (iv) securities held in escrow if placed in
escrow by
                  the issuer thereof;

         PROVIDED, HOWEVER, that any voting securities of an issuer shall
be
         deemed outstanding if any person other than the issuer is
entitled to
         exercise the voting rights thereof.

                  (5) A security shall be deemed to be of the same class
as
         another security if both securities confer upon the holder or
holders
         thereof substantially the same rights and privileges; PROVIDED,
         HOWEVER, that, in the case of secured evidences of indebtedness,
all of
         which are issued under a single indenture, differences in the
interest
         rates or maturity dates of various series thereof shall not be
deemed
         sufficient to constitute such series different classes; and,
PROVIDED,
         FURTHER, that, in the case of unsecured evidences of
indebtedness,
         differences in the interest rates or maturity dates thereof
shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single
indenture.

         SECTION 6.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall
at all
times be a Trustee hereunder which shall be a corporation organized and
doing
business under the laws of the United States of America, any State
thereof or
the District of Columbia or a corporation or other person permitted to
act as
Trustee by the Commission, authorized under such laws to exercise
corporate
trust powers, having a combined capital and surplus of at least
$5,000,000, and
subject to supervision or examination by Federal, State or District of
Columbia
authority. If such corporation publishes reports of condition at least
annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital
and
surplus of such corporation shall be deemed to be its combined-capital
and
surplus as set forth in its most recent report of condition so published.
No
obligor upon the Securities or Person directly or indirectly controlling
by, or
under common control with such obligor shall serve as Trustee hereunder.
If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and
with
the effect hereinafter specified in Section 6.10.

         SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
(a) No
resignation or removal of the Trustee and no appointment of a successor
Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.


                                       44


         (b) The Trustee may resign at any time with respect to the
Securities
of one or more series by giving written notice thereof to the Company and
by
mailing notice thereof to the Holders of Securities of such one or more
series,
as their names and addresses appear in the Security Register. If the
instrument
of acceptance by a successor Trustee required by Section 6.11 shall not
have
been delivered to the Trustee within 30 days after the giving of such
notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to
the
Securities of such one or more series or any Holder who has been a bona
fide
holder of a Security or Securities of such one or more series for at
least six
months may, subject to the provisions of Section 5.14, on behalf of
himself and
all others similarly situated, petition any such court for the
appointment of a
successor Trustee. Such court may thereupon, after such notice, if any,
as it
may deem proper and prescribe, appoint a successor Trustee.

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

         (d) If at any time:

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

                  (2) the Trustee shall cease to be eligible under
Section 6.9
         and shall fail to resign after written request therefor by the
Company
         or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove
the
Trustee and appoint a successor Trustee with respect to all Securities,
one copy
of which Board Resolution shall be delivered to the Trustee so removed
and one
copy to the successor Trustee, or (ii) subject to Section 5.14, any
Holder who
has been a bona fide holder of a Security for at least six months may, on
behalf
of himself and all others similarly situated, petition any court of
competent
jurisdiction for the removal of the Trustee with respect to all
Securities and
the appointment of a successor Trustee or Trustees. Such court may
thereupon,
after such notice, if any, as it may deem proper and prescribe, remove
the
Trustee and appoint a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable
of
acting, or if a vacancy shall occur in the office of Trustee for any
cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with
respect
to the Securities of that or those series (it being understood that any
such
successor Trustee may be appointed with respect to the Securities of one
or more
or all of such series and that at any time there shall be only one
Trustee with
respect to the Securities of any


                                       45


particular series) and shall comply with the applicable requirements of
Section
6.11. If, within one year after such resignation, removal or
incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a
majority
in principal amount of the Outstanding Securities of such series
delivered to
the Company and the retiring Trustee, the successor Trustee so appointed
shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee
with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect
to the Securities of any series shall have been so appointed by the
Company or
the Holders and accepted appointment in the manner required by Section
6.11, any
Holder who has been a bona fide holder of a Security of such series for
at least
six months may, on behalf of himself and all others similarly situated,
petition
any court of competent jurisdiction for the appointment of a Successor
Trustee
with respect to the Securities of such series.

         SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case
of the
appointment hereunder of a successor Trustee with respect to all
Securities,
every such successor Trustee so appointed shall execute, acknowledge and
deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring
Trustee
shall become effective and such successor Trustee, without any further
act, deed
or conveyance, shall become vested with all the rights, powers, trusts
and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its
charges
pursuant to Section 6.7, execute and deliver an instrument transferring
to such
successor Trustee all the rights, powers and trusts of the retiring
Trustee and
shall duly assign, transfer and deliver to such successor Trustee all
property
and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee
with
respect to the Securities of one or more (but not all) series, the
Company, the
retiring Trustee and each successor Trustee with respect to the
Securities of
one or more series shall execute and deliver an indenture supplemental
hereto
wherein each successor Trustee shall accept such appointment and which
(1) shall
contain such provisions as shall be necessary or desirable to transfer
and
confirm to, and to vest in, each successor Trustee all the rights,
powers,
trusts and duties of the retiring Trustee with respect to the Securities
of that
or those series to which the appointment of such successor Trustee
relates, (2)
if the retiring Trustee is not retiring with respect to all Securities,
shall
contain such provisions as shall be deemed necessary or desirable to
confirm
that all the rights, powers, trusts and duties of the retiring Trustee
with
respect to the Securities of that or those series as to which the
retiring
Trustee is not retiring shall continue to be vested in the retiring
Trustee, and
(3) shall add to or change any of the provisions of this Indenture as
shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing
herein or
in such supplemental indenture shall constitute such Trustees co-trustees
of the
same trust and that each such Trustee shall be trustee of a trust or
trusts
hereunder separate and apart from any trust or trusts hereunder
administered by
any other such Trustee; and upon the execution and delivery of such
supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all
the
rights, powers, trusts and duties of the retiring Trustee with respect to
the
Securities of that or those series to which the appointment of such
successor
Trustee relates;


                                       46


but, on request of the Company or any successor Trustee, such retiring
Trustee
shall duly assign, transfer and deliver to such successor Trustee all
property
and money held by such retiring Trustee hereunder with respect to the
Securities
of that or those series to which the appointment of such successor
Trustee
relates.

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

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

         (e) Upon acceptance of appointment by a successor Trustee as
provided
in this Section, the Company shall mail notice of the succession of such
Trustee
hereunder to the Holders of the Securities of one or more or all series,
as the
case may be, to which the appointment of such successor Trustee relates
as their
names and addresses appear on the Security Register. If the Company fails
to
mail such notice within 10 days after acceptance of appointment by the
successor
Trustee, the successor Trustee shall cause such notice to be mailed at
the
expense of the Company.

         SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or
converted or
with which it may be consolidated, or any corporation resulting from any
merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust
business
of the Trustee, shall be the successor of the Trustee hereunder, provided
such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the
part of
any of the parties hereto. In case any Securities shall have been
authenticated,
but not delivered, by the Trustee then in office, any successor by
merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same
effect
as if such successor Trustee had itself authenticated such Securities;
and in
case at that time any of the Securities shall not have been
authenticated, any
successor Trustee may authenticate such Securities either in the name of
any
predecessor hereunder or in the name of the successor Trustee; and in all
such
cases such certificates shall have the full force which the Securities or
this
Indenture provide that the certificate of the Trustee shall have;
PROVIDED,
HOWEVER, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any
predecessor
Trustee shall apply only to its successor or successors by merger,
conversion or
consolidation.

         SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
(a)
Subject to Subsection (b) of this Section, if the Trustee shall be or
shall
become a creditor, directly or indirectly, secured or unsecured, of the
Company
within three months prior to a default, as defined in Subsection (c) of
this
Section, or subsequent to such a default, then, unless and until such
default
shall be cured, the Trustee shall set apart and hold in a special account
for
the benefit of the Trustee individually, the Holders and the holders of
other
indenture securities, as defined in Subsection (c) of this Section:


                                       47


                  (1) an amount equal to any and all reductions in the
amount
         due and owing upon any claim as such creditor in respect of
principal
         or interest, effected after the beginning of such three months'
period
         and valid as against the Company and its other creditors, except
any
         such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this Subsection, or from
the
         exercise of any right of set-off which the Trustee could have
exercised
         if a petition in bankruptcy had been filed by or against the
Company
         upon the date of such default; and

                  (2) all property received by the Trustee in respect of
any
         claims as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the
beginning
         of such three months' period, or an amount equal to the proceeds
of any
         such property, if disposed of, SUBJECT, HOWEVER, to the rights,
if any,
         of the Company and its other creditors in such property or such
         proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

                           (A) to retain for its own account (i) payments
made
                  on account of any such claim by any Person (other than
the
                  Company) who is liable thereon, and (ii) the proceeds
of the
                  bona fide sale of any such claim by the Trustee to a
third
                  Person, and (iii) distributions made in cash,
securities or
                  other property in respect of claims filed against the
Company
                  in bankruptcy or receivership or in proceedings for
                  reorganization pursuant to the National Bankruptcy Act
or any
                  other similar applicable Federal or State law;

                           (B) to realize, for its own account, upon any
                  property held by it as security for any such claim, if
such
                  property was so held prior to the beginning of such
three
                  months' period;

                           (C) to realize, for its own account, but only
to the
                  extent of the claim hereinafter mentioned, upon any
property
                  held by it as security for any such claim, if such
claim was
                  created after the beginning of such three months'
period and
                  such property was received as security therefor
simultaneously
                  with the creation thereof, and if the Trustee shall
sustain
                  the burden of proving that at the time such property
was so
                  received the Trustee had no reasonable cause to believe
that a
                  default, as defined in Subsection (c) of this Section,
would
                  occur within three months; or

                           (D) to receive payment on any claim referred
to in
                  paragraph (B) or (C), against the release of any
property held
                  as security for such claim as provided in paragraph (B)
or
                  (C), as the case may be, to the extent of the fair
value of
                  such property.

         For the purposes of paragraphs (B), (C) and (D), property
substituted
after the beginning of such three months' period for property held as
security
at the time of such substitution shall, to the extent of the fair value
of the
property released, have the same status as the property released, and, to
the
extent that any claim referred to in any of such paragraphs is created in
renewal of or


                                       48


in substitution for or for the purpose of repaying or refunding any pre-
existing
claim of the Trustee as such creditor, such claim shall have the same
status as
such pre-existing claim.

         If the Trustee shall be required to account, the funds and
property
held in such special account and the proceeds thereof shall be
apportioned among
the Trustee, the Holders and the holders of other indenture securities in
such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy
or
receivership or in proceedings for reorganization pursuant to the
National
Bankruptcy Act or any other similar applicable Federal or State law, the
same
percentage of their respective claims, figured before crediting to the
claim of
the Trustee anything on account of the receipt by it from the Company of
the
funds and property in such special account, and before crediting to the
respective claims of the Trustee, the Holders and the holders of other
indenture
securities dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to. the
National
Bankruptcy Act or any other similar applicable Federal or State law, but
after,
crediting thereon receipts on account of the indebtedness represented by
their
respective claims from all sources other than from such dividends and
from the
funds and property so held in such special account. As used in this
paragraph,
with respect to any claim, the term "dividends" shall include any
distribution
with respect to such claim, in bankruptcy or receivership or proceedings
for
reorganization pursuant to the National Bankruptcy Act or any other
similar
applicable Federal or State law, whether such distribution is made in
cash,
securities or other property, but shall not include any such distribution
with
respect to the secured portion, if any, of such claim. The court in which
such
bankruptcy, receivership or proceedings for reorganization is pending
shall have
jurisdiction (i) to apportion among the Trustee, the Holders and the
holders of
other indenture securities, in accordance with the provisions of this
paragraph,
the funds and property held in such special account and proceeds thereof,
or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the
fairness of
the distributions to be made to the Trustee, the Holders and the holders
of
other indenture securities with respect to their respective claims, in
which
event it shall not be necessary to liquidate or to appraise the value of
any
securities or other property held in such special account or as security
for any
such claim, or to make a specific allocation of such distributions as
between
the secured and unsecured portions of such claims, or otherwise to apply
the
provisions of this paragraph as a mathematical formula.

         Any Trustee which has resigned or been removed after the
beginning of
such three months' period shall be subject to the provisions of this
Subsection
as though such resignation or removal had not occurred. If any Trustee
has
resigned or been removed prior to the beginning of such three months'
period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

                  (i) the receipt of property or reduction of claim which
would
         have given rise to the obligation to account, if such Trustee
had
         continued as Trustee, occurred after the beginning of such three
         months' period; and

                  (ii) such receipt of property or reduction of claim
occurred
         within three months after such resignation or removal.


                                       49


         (b) There shall be excluded from the operation of Subsection (a)
of
this Section a creditor relationship arising from:

                  (1) the ownership or acquisition of securities issued
under
         any indenture, or any security or securities having a maturity
of one
         year or more at the time of acquisition by the Trustee;

                  (2) advances authorized by a receivership or bankruptcy
court
         of competent jurisdiction or by this Indenture, for the purpose
of
         preserving any property which shall at any time be subject to
the lien
         of this Indenture or of discharging tax liens or other prior
liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the
Holders at
         the time and in the manner provided in Section 7.3 of this
indenture;

                  (3) disbursements made in the ordinary course of
business in
         the capacity of trustee under an indenture, transfer agent,
registrar,
         custodian, paying agent, fiscal agent or depositary, or other
similar
         capacity;

                  (4) an indebtedness created as a result of services
rendered
         or premises rented; or an indebtedness created as a result of
goods or
         securities sold in a cash transaction, as defined in Subsection
(c) of
         this Section;

                  (5) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of
the
         Federal Reserve Act, as amended, which is directly or indirectly
a
         creditor of the Company; or

                  (6) the acquisition, ownership, acceptance or
negotiation of
         any drafts, bills of exchange, acceptances or obligations which
fall
         within the classification of self-liquidating paper, as defined
in
         Subsection (c) of this Section.

         (c) For the purposes of this Section only:

                  (1) the term "default" shall mean any failure to make
payment
         in full of the principal of or interest on any of the Securities
or
         upon the other indenture securities when and as such principal
or
         interest becomes due and payable;

                  (2) the term "other indenture securities" shall mean
         securities upon which the Company is an obligor (as defined in
the
         Trust Indenture Act of 1939) outstanding under any other
indenture (i)
         under which the Trustee is also trustee, (ii) which contains
provisions
         substantially similar to the provisions of Subsection (a) of
this
         Section, and (iii) under which a default exists at the time of
the
         apportionment of the funds and property held in such special
account;

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


                                       50


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

                  (5) the term "Company" shall mean any obligor upon the
         Securities.

                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.1 COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES
AND
ADDRESSES OF HOLDERS. The Company covenants and agrees that it will
furnish or
cause to be furnished to the Trustee:

                  (a) Semi-annually, not later than April 1 and October 1
in
         each year, commencing October 1, 2001, a list, in such form as
the
         Trustee may reasonably require, of the names and addresses of
the
         Holders as of a date not more than 15 days prior to the time
such list
         is furnished and

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

PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar,
no
such list shall be required to be furnished.

         SECTION 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS. (a)
The Trustee shall preserve, in as current a form as is reasonably
practicable,
all information as to the names and addresses of the Holders of
Securities (1)
contained in the most recent list furnished to it as provided in Section
7.1 and
(2) received by it in the capacity of Paying Agent or Security Registrar
(if so
acting) hereunder.

         The Trustee may destroy any list furnished to it as provided in
Section
7.1 upon receipt of a new list so furnished.

         (b) In case three or more Holders of Securities of any series
(hereinafter called "applicants") apply in writing to the Trustee, and
furnish
to the Trustee reasonable proof that each such applicant has owned a
Security of
such series for a period of at least six months preceding the date of
such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of the same series or of all
series, as the case may be, with respect to their rights under this
Indenture or
under the Securities of such series or of all


                                       51


series, as the case may be, and is accompanied by a copy of the form of
proxy or
other communication which such applicants propose to transmit, then the
Trustee
shall, within five business days after the receipt of such application,
at its
election, either

                  (1) afford such applicants access to the information
preserved
         a the time by the Trustee in accordance with the provisions of
         Subsection (a) of this Section 7.2, or

                  (2) inform such applicants as to the approximate number
of
         Holders of Securities of such series or of all series, as the
case may
         be, whose names and addresses appear in the information
preserved at
         the time by the Trustee in accordance with the provisions of
Subsection
         (a) of this Section 7.2, and as to the approximate cost of
mailing to
         such Holders the form of proxy or other communication, if any,
         specified in such application.

         If the Trustee shall elect not to afford such applicants access
to such
information, the Trustee shall, upon the written request of such
applicants,
mail to each Holder of Securities of such series or of all series, as the
case
may be, whose name and address appear in the information preserved at the
time
by the Trustee in accordance with the provisions of Subsection (a) of
this
Section 7.2, a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to
the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days
after
such tender the Trustee shall mail to such applicants send file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing
would
be contrary to the best interests of the Holders of Securities of such
series or
of all series, as the case may be, or would be in violation of applicable
law.
Such written statement shall specify the basis of such opinion. If said
Commission, after opportunity for a hearing upon the objections specified
in the
written statement so filed, shall enter an order refusing to sustain any
of such
objections or if, after the entry of an order sustaining one or more of
such
objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall
enter an
order so declaring, the Trustee shall mail copies of such material to all
such
Holders with reasonable promptness after the entry of such order and the
renewal
of such tender; otherwise the Trustee shall be relieved of any obligation
or
duty to such applicants respecting their application.

         (c) Each and every Holder of Securities, by receiving and
holding the
same, agrees with the Company and the Trustee that neither the Company
nor the
Trustee nor any Security Registrar nor any Paying Agent shall be held
accountable by reason of the disclosure of any such information as to the
names
and addresses of the Holders in accordance with the provisions of
Subsection (b)
of this Section 7.2, regardless of the source from which such information
was
derived, and that the Trustee shall not be held accountable by reason of
mailing
any material pursuant to a request made under said Subsection (b).

         SECTION 7.3 REPORTS BY TRUSTEE. (a) On or before October 1,
2001, and
on or before October 1 in every year thereafter, so long as required by
the
Trust Indenture Act of 1939, as then amended, and so long as any
Securities are
Outstanding hereunder, the Trustee shall transmit to the Holders as
hereinafter
in this Section 7.3 provided and to the Company a brief


                                       52


report, dated as of the preceding April 1, with respect to any of the
following
events which may have occurred within the 12 months prior to the date of
such
report (but if no such event has occurred within such period no report
need be
transmitted):

                  (1) any change to its eligibility under Section 6.9,
and its
         qualification under Section 6.8;

                  (2) the creation of or any material change to a
relationship
         specified in paragraphs (1) through (10) of Subsection (b) of
Section
         6.8;

                  (3) the character and amount of any advances (and if
the
         Trustee elects so to state, the circumstances surrounding the
making
         thereof) made by the Trustee (as such) which remain unpaid on
the date
         of such report, and for the reimbursement of which it claims or
may
         claim a lien or charge, prior to that of the Securities, on any
         property or funds held or collected by it as Trustee, except the
         Trustee shall not be required (but may elect) to report such
advances
         if such advances so remaining unpaid aggregate not more than
one-half
         of one per cent of the aggregate principal amount of the
Outstanding
         Securities on the date of such report;

                  (4) the amount, interest rate, and maturity date of all
other
         indebtedness owing by the Company (or by any other obligor on
the
         Securities) to the Trustee in its individual capacity, on the
date of
         such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon
a
         creditor relationship arising in any manner described in
paragraph (2),
         (3), (4) or (5) of Subsection (b) of Section 6.13;

                  (5) any change to the property and funds, if any,
physically
         in the possession of the Trustee (as such) on the date of such
report;

                  (6) any additional issue of Securities which it has not
         previously reported; and

                  (7) any action taken by the Trustee in the performance
of its
         duties under this Indenture which it has not previously reported
and
         which in its opinion materially affects the Securities, except
action
         in respect of a default, notice of which has been or is to be
withheld
         by it in accordance with the provisions of Section 6.2.

         (b) The Trustee shall transmit to the Holders, as hereinafter
provided,
and to the Company a brief report with respect to the character and
amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the
date of
the last report transmitted pursuant to the provisions of Subsection (a)
of this
Section 7.3 (or if no such report has yet been so transmitted, since the
date of
execution of this Indenture) for the reimbursement of which it claims or
may
claim a lien or charge prior to that of the Securities on property or
funds held
or collected by it as Trustee and which it has not previously reported
pursuant
to this Subsection, except that the Trustee shall not be required (but
may
elect) to report such advances if such advances remaining unpaid at any
time
aggregate ten per cent or less of the aggregate principal amount of the
Outstanding Securities not such time, such report to be transmitted
within 90
days after such time.


                                       53


         (c) Reports pursuant to this Section 7.3 shall be transmitted by
mail
to all Holders, as the names and addresses of such Holders appear upon
the
Security Register.

         (d) A copy of each such report shall, at the time of such
transmission
to Holders, be filed by the Trustee with each stock exchange upon which
any of
the Securities are listed and also with the Commission. The Company
agrees to
notify the Trustee when and as any of the Securities become listed on any
stock
exchange.

         SECTION 7.4 REPORTS BY COMPANY. (a) The Company covenants and
agrees to
file with the Trustee, within 15 days after the Company is required to
file the
same with the Commission, copies of the annual reports and of the
information,
documents and other reports (or copies of such portions of any of the
foregoing
as said Commission may from time to time by rules and regulations
prescribe)
which the Company may be required to file with said Commission pursuant
to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or,
if the
Company is not required to file information, documents or reports
pursuant to
either of such Sections, then to file with the Trustee and said
Commission, in
accordance with rules and regulations prescribed from time to time by
said
Commission, such of the supplementary and periodic information, documents
and
reports which may be required pursuant to Section 13 of the Securities
Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and
regulations.

         (b) The Company covenants and agrees to file with the Trustee
and the
Commission, in accordance with the rules and regulations prescribed from
time to
time by said Commission, such additional information, documents, and
reports
with respect to compliance by the Company with the conditions and
covenants
provided for in this Indenture as may be required from time to time by
such
rules and regulations.

         (c) The Company covenants and agrees to transmit to the Holders
within
30 days after the filing thereof with the Trustee, in the manner and to
the
extent provided In Subsection (c) of Section 7.3, such summaries of any
information, documents and reports required to be filed by the Company
pursuant
to Subsections (a) and (b) of this Section as may be required by rules
and
regulations prescribed from time to time by the Commission.

         (d) The Company covenants and agrees to furnish to the Trustee,
on or
within 15 days before October 1, 2001, and on or within 15 days before
October 1
in every year thereafter, a brief certificate from the chief executive
officer,
the chief financial officer or the chief accounting officer as to his or
her
knowledge of the Company's compliance with all conditions and covenants
under
this Indenture. For purposes of this Subsection, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                                  ARTICLE VIII.

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 8.1 CONSOLIDATIONS AND MERGERS OF COMPANY PERMITTED
SUBJECT TO
CERTAIN CONDITIONS. The Company shall not consolidate with or merge into
any
other Person or convey,


                                       54


transfer or lease its properties and assets substantially as an entirety
to any
Person, and the Company shall not permit any Person to consolidate with
or merge
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

         (a) in case the Company shall consolidate with or merge into
another
Person or convey, transfer or lease its properties and assets
substantially as
an entirety to any Person, the Person formed by such consolidation or
into which
the Company is merged or the Person which acquires by conveyance or
transfer, or
which leases, the properties and assets of the Company substantially as
an
entirety shall expressly assume, by an indenture supplemental hereto,
executed
and delivered to the Trustee, in form reasonably satisfactory to the
Trustee,
the due and punctual payment of the principal of (and premium, if any)
and
interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed and shall have provided for conversion rights in any
supplemental
indenture hereto;

         (b) immediately after giving effect to such transaction, no
Event of
Default, and no event which, after notice or lapse of time or both, would
become
an Event of Default, shall have happened and be continuing; and

         (c) the Company has delivered to the Trustee an Officers'
Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is
required in
connection with such transaction, such supplemental indenture comply with
this
Article and that all conditions precedent herein provided for relating to
such
transaction have been complied with.

         SECTION 8.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. Upon any
consolidation of the Company with, or merger of the Company into, any
other
Person or any conveyance, transfer or lease of the properties and assets
of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company
is
merged or to which such conveyance, transfer or lease is made shall
succeed to,
and be substituted for, and may exercise every right and power of, the
Company
under this Indenture with the same effect as if such successor Person had
been
named as the Company herein, and thereafter, except in the case of a
lease, the
predecessor Person shall be relieved of all obligations and covenants
under this
Indenture and the Securities.

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

         SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
The
Company, when authorized by a Board Resolution, and the Trustee may from
time to
time and at any time enter into an indenture or indentures supplemental
hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939
as in
force at the date of the execution thereof) for one or more of the
following
purposes:

                  (1) to evidence the succession of another corporation
or
         entity to the Company, or successive successions, and the
assumption by
         the successor corporation or


                                       55


         entity of the covenants, agreements and obligations of the
Company
         pursuant to Article Eight hereof;

                  (2) to add to the covenants of the Company or to add
         additional rights for the benefit of the Holders of all or any
series
         of Securities (and if such covenants or rights are to be for the
         benefit of less than all series of Securities, stating that such
         covenants or rights are expressly being included solely for the
benefit
         of such series) or to surrender any right or power herein
conferred
         upon the Company;

                  (3) to add any additional Events of Default for the
benefit of
         the Holders of all or any series of Securities (and if such
Events of
         Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are expressly
being
         included solely for the benefit of such series); PROVIDED,
HOWEVER,
         that in respect of any such additional Events of Default such
         supplemental indenture may provide for a particular period of
grace
         after default (which period may be shorter or longer than that
allowed
         in the case of other defaults) or may provide for an immediate
         enforcement upon such default or may limit the remedies
available to
         the Trustee upon such default or may limit the right of the
Holders of
         a majority in aggregate principal amount of that or those series
of
         Securities to which such additional Events of Default apply to
waive
         such default;

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or
facilitate
         the issuance of Securities in coupon form, registrable or not
         registrable as to principal, and to provide for exchangeability
of such
         Securities with Securities issued hereunder in fully registered
form;

                  (5) to change or eliminate any of the provisions of
this
         Indenture, provided that any such change or elimination shall
become
         effective only when there is no Outstanding Security of any
series
         created prior to the execution of such supplemental indenture
which is
         entitled to the benefit of such provision;

                  (6) to secure the Securities;

                  (7) to establish the form or terms of Securities of any
series
         as permitted by Sections 2.1 and 3.1;

                  (8) to evidence and provide for the acceptance of
appointment
         hereunder by a successor Trustee with respect to the Securities
of one
         or more series and to add to or change any of the provisions of
this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11(b);

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture which may be
         defective or inconsistent with any other provision herein or in
any
         supplemental indenture, or to make such other provisions with
respect
         to matters or questions arising under this Indenture, provided
such
         action shall not adversely affect the interests of the Holders
of
         Securities of any series in any material respect;


                                       56


                  (10) to comply with any requirement of the Commission
in
         connection with the qualification of the Indenture under the
Trust
         Indenture Act of 1939;

                  (11) to make provision with respect to the conversion
rights,
         if any, to holders of the Securities issued pursuant to the
         requirements any such supplemental indenture.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further
appropriate
agreements and stipulations which may be therein contained and to accept
the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder.

         Any supplemental indenture authorized by the provisions of this
Section
9.1 may be executed by the Company and the Trustee without the consent of
the
Holders of any of the Outstanding Securities, notwithstanding any of the
provisions of Section 9.2.

         SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
With the
consent of the Holders of not less than a majority in principal amount of
the
Outstanding Securities of each series affected by such supplement
indenture, by
Act of said Holders delivered to the Company and the Trustee, the
Company, when
authorized by a Board Resolution, and the Trustee may from time to time
and at
any time enter into an indenture or indentures supplemental hereto (which
shall
conform to the provisions of the Trust Indenture Act of 1939 as in force
at the
date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this
Indenture or
of any supplemental indenture or of modifying in any manner the rights of
the
Holders of Securities of such series under this Indenture; PROVIDED,
HOWEVER,
that no such supplemental indenture shall (i) change the Stated Maturity
of the
principal of (or premium, if any, on), or any installment of principal of
or
interest on, any Security, or reduce the principal amount thereof or the
rate of
interest thereon, or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof or impair the right to institute
suit for
the enforcement of any such payment on or after the Stated Maturity
thereof (or,
in the case of redemption or repayment at the option of the Holder, on or
after
the Redemption Date or Repayment Date, as the case away be), without the
consent
of the Holder of each Outstanding Security so affected, (ii) reduce the
aforesaid percentage in principal amount of the Outstanding Securities of
any
series, the consent of whose Holders is required for any such
supplemental
indenture, without the consent of the Holders of all the Outstanding
Securities
of such aeries or (iii) adversely effect the right to convert any
Securities as
provider in any supplemental indenture, or adversely affect the right of
the
Company to repurchase any Securities as provided in any supplemental
indenture
hereto.

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

         Upon the request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture,
and
upon the filing with the


                                       57


Trustee of evidence of the consent of Holders as aforesaid, the Trustee
shall
join with the Company in the execution of such supplemental indenture.

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

         SECTION 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing,
or
accepting the additional trusts created by, any supplemental indenture
permitted
by this Article or the modifications thereby of the trusts created by
this
Indenture, the Trustee shall be entitled to receive, and (subject to
Section
6.1) 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. The Trustee may, but shall not be obligated to enter into
any
such supplemental indenture which affects the Trustee's own rights,
duties or
immunities under this Indenture or otherwise.

         SECTION 9.4 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of
any supplemental indenture pursuant to the provisions of this Article,
this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, and the respective rights, limitations of rights, obligations,
duties
and immunities under this Indenture of the Trustee, the Company and the
Holders
shall thereafter be determined, exercised and enforced hereunder subject
in all
respects to such modifications and amendments, and all the terms and
conditions
of any such supplemental indenture shall be and be deemed to be part of
the
terms and conditions of this Indenture for any and all purposes.

         SECTION 9.5 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution
of any
supplemental indenture pursuant to this Article may, and shall if
required by
the Trustee, bear a notation in form approved by the Trustee as to any
matter
provided for in such supplemental indenture. If the Company shall so
determine,
new Securities of any series so modified as to conform, in the opinion of
the
Trustee and the Company, to any such supplemental indenture may be
prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE X.

                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company
covenants and agrees for the benefit of each series of Securities that it
will
duly and punctually pay or cause to be paid the principal of (and
premium, if
any, on) and interest on the Securities of that series in accordance with
the
terms of the Securities and this Indenture. Each installment of interest
on any
Security may at the Company's option be paid by mailing a check for such
interest, payable to or upon the written order of the Person entitled
thereto
pursuant to Section 3.7, to the address of such Person as it appears on
the
Security Register. At the option of the Company, all


                                       58


payments of principal may be paid by official bank check to the
registered
Holder of the Security or other person entitled thereto against surrender
of
such Security.

         SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain
in each Place of Payment for any series of Securities an office or agency
where
Securities of that series may be presented or surrendered for payment,
where
Securities of that series may be surrendered for registration of transfer
or
exchange as in this Indenture provided and where notices and demands to
or upon
the Company in respect of the Securities of that series and this
Indenture may
be served. The Company will give notice to the Trustee of the location,
and any
change in the location, of each such office or agency. In case the
Company shall
fail to maintain any such required office or agency or shall fail to give
notice
of the location or of any change thereof, presentations, surrenders,
notices and
demands may be made or served at the Corporate Trust Office of the
Trustee. The
Company hereby initially appoints the Trustee as its office or agency for
such
purpose.

         The Company may also from time to time designate one or more
other
offices or agencies in any location where the Securities of one or more
series
may be presented or surrendered for any or all such purposes and may from
time
to time rescind such designations; PROVIDED, HOWEVER, that no such
designation
or rescission shall in any manner relieve the Company of its obligation
to
maintain an office or agency in each Place of Payment for Securities of
any
series for such purposes. The Company will give prompt written notice to
the
Trustee of any such designation or rescission and of any change in the
location
of any such other office or agency.

         SECTION 10.3 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.
If the
Company shall at any time act as its own Paying Agent with respect to any
series
of Securities, it will, on or before each due date of the principal of
(or
premium, if any, on) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled
thereto a
sum sufficient to pay the principal (or premium, if any) or interest so
becoming
due until such sums shall be paid no such Persons or otherwise disposed
of as
herein provided. The Company will promptly notify the Trustee of any
failure by
the Company to take such action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for
any
series of Securities, it will, on or prior to each due date of the
principal of
(or premium, if any, on) or interest on any Securities of that series,
deposit
with a Paying Agent a sum sufficient to pay the principal (or premium, if
any)
or interest so becoming due, such sum to be held in trust for the benefit
of the
Persons entitled to such principal, premium or interest, and (unless such
Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
action
or failure so to act.

         The Company will cause each Paying Agent for any series of
Securities,
other than the Trustee, to execute and deliver to the Trustee an
instrument in
which such Paying Agent shall agree with the Trustee, subject to the
provisions
of this Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the
principal
         of (or premium, if any, on) or interest on Securities of that
series
         (whether such sums have been paid to it by


                                       59


         the Company or by any other obligor on the Securities) in trust
for the
         benefit of the Persons entitled thereto;

                  (2) give the Trustee notice of any failure by the
Company (or
         any other obligor upon the Securities of that series) to make
any
         payment of principal of (or premium, if any, on) or interest on
the
         Securities of that series when the same shall be due and
payable; and

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

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

         SECTION 10.4 STATEMENT BY OFFICERS AS TO DEFAULT. The Company
will
deliver to the Trustee, on or before a date not more than 120 days after
the end
of each fiscal year ending after the date hereof, an Officers'
Certificate
stating, as to each officer signing such certificate, whether or not to
the best
of his knowledge the Company is in default in the performance and
observance of
any of the terms, provisions and conditions hereof, and, if the Company
shall be
in default, specifying all such defaults and the nature thereof of which
he may
have knowledge.

         SECTION 10.5 ADDITIONAL AMOUNTS. The Company hereby agrees that
any
amounts to be paid by the Company with respect to each Security shall be
paid
without deduction or withholding for any and all present and future
taxes,
levies, imposts or other governmental charges whatsoever imposed,
assessed,
levied or collected by or for the account of the Republic of Panama (or
by or
for the account of the jurisdiction of incorporation (other than the
United
States) of a successor corporation to the Company pursuant to Section
8.1, to
the extent that such taxes first become applicable as a result of the
successor
corporation becoming the obligor on the Debt Securities) or any political
subdivision or taxing authority thereof or therein ("Panamanian Taxes")
or, if
deduction or withholding of any Panamanian Taxes shall at any time be
required
by the Republic of Panama (or the jurisdiction of incorporation (other
than the
United States) of a successor corporation to the Company pursuant to
Section
8.1) or any such subdivision or authority, the Company shall (subject to
compliance by the Holder or beneficial owner of the Security with any
relevant
administrative requirements) pay such additional amounts ("Additional
Amounts")
in respect of principal, premium, if any, interest, if any, and sinking
fund or
analogous payments, if any, as may be necessary in order that the net
amount
paid to the Holder of such Security or the Trustee under this Indenture,
as the
case may be, after such deduction or withholding, shall equal the
respective
amounts of principal, premium, if any, interest, if any, and sinking fund
or
analogous payments, if any, as specified in the Security to which such
Holder or
the Trustee is entitled; provided, however, that the foregoing shall not
apply
to (i) any present or future Panamanian Taxes which would not have been
so
imposed,


                                       60


assessed, levied or collected but for the fact that the Holder or
beneficial
owner of such Security being or having been a domiciliary, national or
resident
of, or engaging or having been engaged in business or maintaining or
having
maintained a permanent establishment or being or having been physically
present
in, the Republic of Panama (or the jurisdiction of incorporation of a
successor
corporation to the Company pursuant to Section 8.1) or such political
subdivision or otherwise having or having had some connection with the
Republic
of Panama (or the jurisdiction of incorporation of a successor
corporation to
the Company pursuant to Section 8.1) or such political subdivision other
than
the holding or ownership of a Security, or the collection of principal of
and
interest, if any, on, or the enforcement of, a Security, (ii) any present
or
future Panamanian Taxes which would not have been so imposed, assessed,
levied
or collected but for the fact that, where presentation is required, such
Security was presented more than thirty days after the date such payment
became
due or was provided for, whichever is later, or (iii) any present or
future
Panamanian Taxes which would not have been so imposed, assessed, levied
or
collected but for the failure to comply with any certification,
identification
or other reporting requirements concerning the nationality, residence,
identity
or connection with the Republic of Panama (or the jurisdiction of
incorporation
of a successor corporation to the Company pursuant to Section 8.1) or any
political subdivision thereof of the Holder or beneficial owner of such
Security, if compliance is required by statute or by rules or regulations
of the
Republic of Panama (or the jurisdiction of incorporation of a successor
corporation to the Company pursuant to Section 8.1) or such political
subdivision as a condition to relief or exemption from Panamanian Taxes.
The
provisions described in (i) through (iii) above are referred to herein as
"Excluded Taxes." The Company or any successor to the Company, as the
case may
be, shall indemnify and hold harmless each Holder of the Securities and
upon
written request reimburse each Holder for the amount of (i) any
Panamanian Taxes
levied or imposed and paid by such Holder of the Securities (other than
Excluded
Taxes) as a result of payments made with respect to the Securities, (ii)
any
liability (including penalties, interest and expenses) arising therefrom
or with
respect thereto, and (iii) any Panamanian Taxes with respect to payment
of
Additional Amounts or any reimbursement pursuant to this sentence. The
Company
or any successor to the Company, as the case may be, shall also (1) make
such
withholding or deduction and (2) remit the full amount deducted or
withheld to
the relevant authority in accordance with applicable law. The Company or
any
successor to the Company, as the case may be, shall furnish the Trustee
within
30 days after the date the payment of any Panamanian Taxes is due
pursuant to
applicable law, certified copies of tax receipts evidencing such payment
by the
Company or any successor to the Company, as the case may be, which the
Trustee
shall forward to the Holders of the Securities.

         At least 30 days prior to each date on which any payment under
or with
respect to the Securities is due and payable, if the Company will be
obligated
to pay Additional Amounts with respect to such payments, the Company will
deliver to the Trustee an Officers' Certificate stating the fact that
such
Additional Amounts will be payable, stating the amounts so payable and
setting
forth such other information as may be necessary to enable the Trustee to
pay
such Additional Amounts to Holders of the Securities on the payment date.

         Whenever in this Indenture or any Security there is mentioned,
in any
context, the payment of the principal, premium, if any, or interest, or
sinking
fund or analogous payment, if any, in respect of such Security or overdue
principal or overdue interest or overdue sinking fund or analogous
payment, such
mention shall be deemed to include mention of the payment of


                                       61


Additional Amounts provided for herein to the extent that, in such
context,
Additional Amounts are, were or would be payable in respect thereof
pursuant to
the provisions of this Section and express mention thereof in any
provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made (if applicable).

         The obligations of the Company (and any successor corporation to
the
Company pursuant to Section 8.1) under this Section 10.5 shall survive
the
termination of this Indenture and the payment of all amounts under or
with
respect to the Securities.

                                  ARTICLE XI.

                            REDEMPTION OF SECURITIES

         SECTION 11.1 APPLICABILITY OF ARTICLE. Securities of any series
which
are redeemable before their Stated Maturity shall be redeemable in
accordance
with their term and (except as otherwise specified as contemplated by
Section
3.1 for Securities of any series) in accordance with this Article.

         SECTION 11.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The right of
the
Company to elect to redeem any Securities of any series shall be set
forth in
the terms of such Securities of such series established in accordance
with
Section 3.1. The election of the Company to redeem any Securities shall
be
evidenced by a Board Resolution. In case of any redemption at the
election of
the Company of less than all the Securities of any series, the Company
shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such
Redemption Date and of the principal amount of Securities of such series
to be
redeemed and shall deliver to the Trustee such documentation and records
as
shall enable the Trustee to select the Securities to be redeemed pursuant
to
Section 11.3. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of
such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee
with an Officers' Certificate evidencing compliance with such
restriction.

         SECTION 11.3 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.
If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 45 days prior
to the
Redemption Date by the Trustee, from the Outstanding Securities of such
series
not previously called for redemption, by such method as may be specified
by the
terms of such Securities or, if no such method is so specified, by such
method
as the Trustee shall deem fair and appropriate and which may provide for
the
selection for redemption of portions of the principal amount of
Securities of
such series; PROVIDED, HOWEVER, that no such partial redemption shall
reduce the
portion of the principal amount of such Security not redeemed to less
than the
minimum authorized denomination for Securities of that series.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities
selected
for partial redemption, the principal amount thereof to be redeemed.


                                       62


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

         SECTION 11.4 NOTICE OF REDEMPTION. Notice of redemption shall be
given
by the Company or, at the Company's request, by the Trustee, in the name
and at
the expense of the Company, to the Holders of the Securities to be
redeemed, by
first-class mail, postage prepaid, mailed not less than 30 nor more than
60 days
prior to the Redemption Date, to each Holder of Securities to be
redeemed, at
his address appearing in the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any
series
         are to be redeemed, the identification (and, in the cast of
partial
         redemption, the principal amounts) of the particular Securities
to be
         redeemed,

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

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

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

         SECTION 11.5 DEPOSIT OF REDEMPTION PRICE. On or before any
Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent
(or, if
the Company is acting as its own Paying Agent, segregate and hold in
trust as
provided in Section 10.3) an amount of money sufficient to pay the
Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment
Date)
accrued interest on, all the Securities which are to be redeemed on that
date.

         SECTION 11.6 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be
redeemed
shall, on the Redemption Date, become due and payable at the Redemption
Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such
Security for
redemption in accordance with said notice, such Security shall be paid by
the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; PROVIDED, HOWEVER, that unless otherwise specified as
contemplated by Section 3.1, installment of interest whose Stated
Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at
the
close of business on the relevant Regular Record Dates according to their
terms
and the provisions of Section 3.7.


                                       63


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

         SECTION 11.7 SECURITIES REDEEMED IN PART. Any Security which is
to be
redeemed only in part shall be surrendered at a Place of Payment therefor
(with,
if the Company or the Trustee so requires, due endorsement by, or a
written
instrument of transfer in form satisfactory to the Company and the
Trustee duly
executed by, the Holder thereof or his attorney duly authorized in
writing), and
the Company shall execute, and the Trustee shall authenticate and deliver
to the
Holder of such Security without service charge, a new Security or
Securities of
the same series, of any authorized denomination as requested by such
Holder, in
aggregate principal amount equal to and in exchange for the unredeemed
portion
of the principal of the Security so surrendered.

         SECTION 11.8 OPTIONAL REDEMPTION OR ASSUMPTION OF SECURITIES
UNDER
CERTAIN CIRCUMSTANCES. (a) Unless otherwise specified with respect to the
Securities of any series, if as the result of any change in or any
amendment to
the laws, including any regulations thereunder and any applicable double
taxation treaty or convention, of the Republic of Panama (or the
jurisdiction of
incorporation (other than the United States) of a successor corporation
to the
Company pursuant to Section 8.1), or of any political subdivision or
taxing
authority thereof or therein affecting taxation, or any change in an
application
or interpretation of such laws, including any applicable double, taxation
treaty
or convention, which change, amendment, application or interpretation
("Change")
becomes effective on or after the original issuance date of such series
(or, if
such Change is imposed with respect to tax imposed with respect to
payments from
the jurisdiction in which a successor corporation to the Company pursuant
to
Section 8.1 is incorporated, such later date on which such successor
corporation
becomes a successor corporation to the Company pursuant to Section 8.1),
it is
determined by the Company based upon an opinion of independent counsel of
recognized standing that (i) the Company would be required to pay
Additional
Amounts (as defined in Section 10.5 herein) in aspect of principal,
premium, if
any, interest, if any, or sinking fund or analogous payments, if any, on
the
next succeeding date for the payment thereof, or (ii) any taxes would be
imposed
(whether by way of deduction, withholding or otherwise) by the Republic
of
Panama (or the jurisdiction of incorporation (other than the United
States) of a
successor corporation to the Company pursuant to Section 8.1) or by any
political subdivision or taxing authority thereof or therein, upon or
with
respect to any principal, premium, if any, interest, if any, or sinking
fund or
analogous payments, if any, then the Company may, at its option, on
giving not
less than 30 nor more than 60 days' notice (which shall be irrevocable)
redeem
such series of Securities in whole, but not in part, at any time (except
in the
case of Securities of a series having a variable rate of interest, which
may be
redeemed only on an Interest Payment Date) at a Redemption Price equal to
100
percent of the principal amount thereof plus accrued interest to the
Redemption
Date (except in the case of outstanding Original Issue Discount
Securities which
may be redeemed at the Redemption Price specified by the terms of each
series of
such Securities); provided, however, that (i) no notice of redemption may
be
given more than 90 days prior to the earliest date on which the Company
would be
obligated to pay such Additional Amounts or such tax would be imposed, as
the
case may be, and (ii) at the time that such notice of redemption is
given, such
obligation to pay Additional Amounts or such tax, as the case may be,
remains in
effect.


                                       64


         (b) Prior to any redemption of a series of Securities pursuant
to
paragraph (a) above, the Company shall provide the Trustee with an
opinion of
independent counsel of recognized standing which states that the
conditions
precedent to the right of the Company to redeem such Securities pursuant
to this
Section shall have occurred. Each such opinion of independent counsel of
recognized standing shall be based on the laws in effect on the date of
such
opinion or to become effective on or before the next succeeding date of
payment
of principal, premium, if any, interest. if any, and sinking fund or
analogous
payments, if any. For purposes of this Section, all references to the
Company in
this paragraph shall include any successor corporation thereto pursuant
to
Section 8.1.

                                  ARTICLE XII.

                         REPAYMENT AT OPTION OF HOLDERS

         SECTION 12.1 APPLICABILITY OF ARTICLE. Repayment of Securities
of any
series before their Stated Maturity at the option of Holders thereof
shall be
made in accordance with the terms of such Securities and (except as
otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article.

         SECTION 12.2 REPAYMENT OF SECURITIES. Securities of any series
subject
to repayment in whole or in part at the option of the Holders thereof
will,
unless otherwise provided in the terms of such Securities, be repaid at a
price
equal to the principal amount thereof, together with interest thereon
accrued to
the Repayment Date specified in the terms of such Securities. The Company
covenants that on or before the Repayment Date it will deposit with the
Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying
Agent,
segregate and hold in trust as provided in Section 10.3) an amount of
money
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except
if the
Repayment Date shall be an Interest Payment Date) accrued interest on,
all the
Securities or portions thereof, as the case may be, to be repaid on such
date.

         SECTION 12.3 EXERCISE OF OPTION. Securities of any series
subject to
repayment at the option of the Holders thereof will contain an "Option to
Elect
Repayment" form on the reverse of such Securities. To be repaid at the
option of
the Holder, any Security so providing for such repayment, with the
"Option to
Elect Repayment" form on the reverse of such Security duly completed by
the
Holder, must be received by the Company at the Place of Payment therefor
specified in the terms of such Security (or at such other place or places
of
which the Company shall from time to time notify the Holders of such
Securities)
not earlier than 30 days nor later than 15 days prior to the Repayment
Date. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of $1,000 unless otherwise specified
in the
terms of such Security, and the denomination or denominations of the
Security or
Securities to be issued to the Holder for the portion of the principal
amount of
such Security surrendered that is not to be repaid must be specified. The
principal amount of any Security providing for repayment at the option of
the
Holder thereof may not be repaid in part if, following such repayment,
the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such
Security to be
repaid is a part. Except as otherwise may be


                                       65


provided by the terms of any Security providing for repayment at the
option of
the Holder thereof, exercise of the repayment option by the Holder shall
be
irrevocable unless waived by the Company.

         SECTION 12.4 WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE
AND
PAYABLE. If Securities of any series providing for repayment at the
option of
the Holders thereof shall have been surrendered as provided in this
Article and
as provided by the terms of such Securities, such Securities or the
portions
thereof, as the case may be, to be repaid shall become due and payable
and shall
be paid by the Company on the Repayment Date therein specified, and on
and after
such Repayment Date (unless the Company shall default in the payment of
such
Securities on such Repayment Date) interest on such Securities or the
portions
thereof, as the case may be, shall cease to accrue.

         SECTION 12.5 SECURITIES REPAID IN PART. Upon surrender of any
Security
which is to be repaid in part only, the Company shall execute and the
Trustee
shall authenticate and deliver to the Holder of such Security, without
service
charge and at the expense of the Company, a new Security or Securities of
the
same series, of any authorized denomination specified by the Holder, in
an
aggregate principal amount equal to and in exchange for the portion of
the
principal of such Security so surrendered which is not to be repaid.

                                  ARTICLE XIII.

                                  SINKING FUNDS

         SECTION 13.1 APPLICABILITY OF ARTICLE. The provisions of this
Article
shall be applicable to any sinking fund for the retirement of Securities
of a
series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by
the
terms of Securities of any series is herein referred to as a "mandatory
sinking
fund payment," and any payment in excess of such minimum amount provided
for by
the terms of Securities of any series is herein referred to as an
"optional
sinking fund payment." If provided for by the terms of Securities of any
series,
the cash amount of any sinking fund payment may be subject to reduction
as
provided in Section 13.2. Each sinking fund payment shall be applied to
the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

         SECTION 13.2 SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The
Company may (1) deliver to the Trustee Outstanding Securities of a series
(other
than any previously called for redemption) theretofore purchased or
otherwise
acquired by the Company and (2) receive credit for Securities of a series
which
have been previously delivered to the Trustee by the Company or for
Securities
of a series which have been redeemed either at the election of the
Company
pursuant to the terms of such Securities or through the application of
permitted
optional sinking fund payments pursuant to the terms of such Securities,
in each
case in satisfaction of all or any part of any sinking fund payment with
respect
to the Securities of the same series required to be made pursuant to the
terms
of such Securities as provided for by the terms of such Series, provided
that
such Securities have not been previously so credited. Such


                                       66


Securities shall be received and credited for such purpose by the Trustee
at the
Redemption Price specified in such Securities for redemption through
operation
of the sinking fund and the amount of such sinking fund payment shall be
reduced
accordingly.

         SECTION 13.3 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than
60 days prior to each sinking fund payment date for any series of
Securities,
the Company will deliver to the Trustee an Officers' Certificate
specifying the
amount of the next ensuing sinking fund payment for that series pursuant
to the
terms of that series, the portion thereof, if any, which is to be
satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied
by
delivering or crediting Securities of that series pursuant to Section
13.2
(which Securities will, if not previously delivered, accompany such
certificate)
and whether the Company intends to exercise its right to make a permitted
optional sinking fund payment with respect to such series. Such
certificate
shall be irrevocable and upon its delivery the Company shall be obligated
to
make the cash payment or payments therein referred to, if any, on or
before the
next succeeding sinking food payment date. In the case of the failure of
the
Company to deliver such certificate, the sinking fund payment due on the
next
succeeding sinking fund payment date for that series shall be paid
entirely in
cash and shall be sufficient to redeem the principal amount of such
Securities
subject to a mandatory sinking fund payment without the option to deliver
or
credit Securities as provided in Section 13.2 and without the right to
make any
optional sinking fund payment, if any, with respect to such series.

         Not more than 60 days before each such sinking fund payment
date, the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of
the
redemption thereof to be given in the name of and at the expense of the
Company
in the manner provided in Section 11.4. Such notice having been duly
given, the
redemption of such Securities shall be made upon the terms and in the
manner
stated in Sections 11.6 and 11.7.

         Prior to any sinking fund payment date, the Company shall pay to
the
Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such
sinking fund
payment date pursuant to this Section 13.3.

                                  ARTICLE XIV.

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

         SECTION 14.1 EXEMPTION FROM INDIVIDUAL LIABILITY. No recourse
under or
upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof,
shall
be had against any incorporator, shareholder, officer, director or
employee, as
such, past, present or future, of the Company or of any successor
corporation,
either directly or through the Company, whether by virtue of any
constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or
otherwise; it being expressly understood that this Indenture and the
obligations
issued hereunder are solely corporate obligations of the Company, and
that no
such personal liability whatever shall attach to, or is or shall be
incurred by,
the incorporators, shareholders, officers, directors or


                                       67


employees, as such, of the Company or of any successor corporation, or
any of
them, because of the creation of the indebtedness hereby authorized, or
under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any
and all
such personal liability, either at common law or in equity or by
constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, shareholders, officer, director or employee, as such,
because of
the creation of the indebtedness hereby authorized, or under or by reason
of the
obligations, covenants or agreements contained in this Indenture or in
any of
the Securities or implied therefrom, are hereby expressly waived and
released as
a condition of, and as a consideration for, the execution of this
Indenture and
the issue of such Securities.

                                   ARTICLE XV.

                            MISCELLANEOUS PROVISIONS

         SECTION 15.1 SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY
INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture
contained
by or in behalf of the Company shall bind its successors and assigns,
whether so
expressed or not.

         SECTION 15.2 ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR
CORPORATION VALID. Any act or proceeding by any provision of this
Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like
force and
effect by the like board, committee or officer of any corporation that
shall at
that time be the successor of the Company.

         SECTION 15.3 REQUIRED NOTICES OR DEMANDS. Any notice or demand
which by
any provision of this Indenture is required or permitted to be given or
served
by the Trustee or by the Holders to or on the Company may, except as
otherwise
provided in Section 5.1(4), be given or served by being deposited postage
prepaid in a post office letter box in the United States addressed (until
another address is filed by the Company with the Trustee), as follows:
Carnival
Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428, Attention:
Treasurer. Any notice, direction, request or demand by the Company or by
any
Holder to or upon the Trustee may be given or made, for all purposes, by
being
deposited postage prepaid in a post office letter box in the United
States
addressed to the Corporate Trust Office of the Trustee. Any notice
required or
permitted to be mailed to a Holder by the Company or the Trustee pursuant
to the
provisions of this Indenture shall be deemed to be properly mailed by
being
deposited postage prepaid in a post office letter box in the United
States
addressed to such Holder at the address of such Holder as shown on the
Security
Register. In any case, where notice to Holders is given by mail, neither
the
failure to mail such notice, nor any defect in any notice so mailed, to
any
particular Holder shall affect the sufficiency of such notice with
respect to
other Holders.

         Where this Indenture provides for notice in any manner, such
notice may
be waived in writing by the Person entitled to receive such notice,
either
before or after the event, and such waiver shall be the equivalent of
such
notice. Waivers of notice by Holders shall be flied with the Trustee. but
such
filing shall not be a condition precedent to the validity of any action
taken in
reliance upon such waiver.


                                       68


         In case, by reason of the suspension of or irregularities in
regular
mail service, it shall be impractical to mail notice of any event to
Holders
when such notice is required to be given pursuant to any provision of
this
Indenture, then any manner of giving such notice as shall be satisfactory
to the
Trustee shall be deemed to be a sufficient giving of such notice.

         SECTION 15.4 INDENTURE AND SECURITIES TO BE CONSTRUED IN
ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE AND EACH SECURITY
SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF
SAID STATE.

         SECTION 15.5 INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This
Indenture
may be exacted in any number of counterparts, each of which shall be an
original, but all of which shal1 together constitute one and the same
instrument.


                                       69


U.S. BANK TRUST NATIONAL ASSOCIATION, the party of the second part,
hereby
accepts the trusts in this Indenture declared and provided, upon the
terms and
conditions hereinabove set forth.

         IN WITNESS WHEREOF, CARNIVAL CORPORATION, the party of the first
part,
has caused this Indenture to be duly signed and acknowledged by its
Chairman of
the Board or its President or an Executive Vice President or a Vice
President or
its Treasurer or its Secretary or its Assistant Secretary thereunto duly
authorized; and U.S. BANK TRUST NATIONAL ASSOCIATION, the party of the
second
part, has caused this Indenture to be duly signed and acknowledged by one
of its
Vice Presidents or Assistant Vice Presidents thereunto duly authorized
and the
same to be attested by one of its Trust Officers.


                                        CARNIVAL CORPORATION


                                        By:/s/ Arnaldo Perez
                                           ------------------------------
- -------
                                            Name: Arnaldo Perez
                                            Title:Vice President &
                                            General Counsel


                                    U.S. BANK TRUST NATIONAL ASSOCIATION


                                        By:/s/ Lori-Ann Rosenberg
                                   -------------------------------------
                                            Name: Lori-Ann Rosenberg
                                     Title: Assistant Vice President


                                       70





EXHIBIT 10.3




                              CARNIVAL CORPORATION

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                   As Trustee

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

                          FIRST SUPPLEMENTAL INDENTURE

                           DATED AS OF APRIL 25, 2001

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

                            Supplemental to Indenture


                           DATED AS OF APRIL 25, 2001

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

                         Creating a series of Securities
                                   designated
                    2% Convertible Senior Debentures due 2021





                                TABLE OF CONTENTS

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101
DEFINITIONS......................................................2

                                   ARTICLE TWO

                               THE 2021 DEBENTURES

Section 201 DESIGNATION OF 2021 DEBENTURES; ESTABLISHMENT OF
FORM............6
Section 202 TRANSFER AND
EXCHANGE............................................8
Section 203
AMOUNT..........................................................13
Section 204
INTEREST........................................................14
Section 205 LIQUIDATED
DAMAGES..............................................14
Section 206
DENOMINATIONS...................................................14
Section 207 PLACE OF
PAYMENT................................................14
Section 208
REDEMPTION......................................................14
Section 209
CONVERSION......................................................14
Section 210 STATED
MATURITY.................................................15
Section 211
REPURCHASE......................................................15
Section 212 DISCHARGE OF LIABILITY ON 2021
DEBENTURES.......................15
Section 213 OTHER TERMS OF 2021
DEBENTURES..................................15
Section 214 OWNERSHIP LIMITATION ON 2021
DEBENTURES.........................15
Section 215 PAYMENTS OF ADDITIONAL
AMOUNTS..................................17

                                  ARTICLE THREE

                           AMENDMENTS TO THE INDENTURE

Section 301 PROVISIONS APPLICABLE ONLY TO 2021
DEBENTURES...................17
Section 302 REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE.............17
Section 303
RESERVED........................................................18
Section 304 PAYMENT OF INTEREST; INTEREST RIGHTS
PRESERVED..................18
Section 305 DISCHARGE OF LIABILITY ON
SECURITIES............................18
Section 306 REPAYMENT TO THE
COMPANY........................................19
Section 307 EVENTS OF
DEFAULT...............................................19
Section 308 UNCONDITIONAL   RIGHT  OF  HOLDERS  TO  RECEIVE   PRINCIPAL,
            PREMIUM AND
INTEREST............................................21
Section 309 REPORTS BY
COMPANY..............................................21
Section 310 CONSOLIDATION, MERGER AND
SALE..................................22
Section 311 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS..............22
Section 312 SUPPLEMENTAL INDENTURE WITH CONSENT OF
HOLDER...................22
Section 313 MAINTENANCE OF OFFICE OR
AGENCY.................................23
Section 314
REDEMPTION......................................................24
Section 315 CONVERSION ARRANGEMENT ON CALL FOR
REDEMPTION...................24


                                        i


Section 316 OPTIONAL   REDEMPTION  OR  ASSUMPTION  OF  SECURITIES  UNDER
            CERTAIN
CIRCUMSTANCES...........................................25

                                  ARTICLE FOUR

                                   CONVERSION

Section 401 CONVERSION
RIGHTS...............................................25
Section 402 CONVERSION RIGHTS BASED ON COMMON STOCK
PRICE...................25
Section 403 CONVERSION RIGHTS UPON NOTICE OF
REDEMPTION.....................26
Section 404 CONVERSION RIGHTS UPON OCCURRENCE OF CERTAIN CORPORATE

TRANSACTIONS....................................................26
Section 405 CONVERSION
PROCEDURES...........................................26
Section 406 FRACTIONAL
SHARES...............................................29
Section 407 TAXES ON
CONVERSION.............................................29
Section 408 COMPANY TO PROVIDE COMMON
STOCK.................................29
Section 409 ADJUSTMENT OF CONVERSION
RATE...................................29
Section 410 NO
ADJUSTMENT...................................................34
Section 411 ADJUSTMENT FOR TAX
PURPOSES.....................................35
Section 412 NOTICE OF
ADJUSTMENT............................................35
Section 413 NOTICE OF CERTAIN
TRANSACTIONS..................................35
Section 414 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE
            ON CONVERSION
PRIVILEGE.........................................36
Section 415 TRUSTEE'S
DISCLAIMER............................................36
Section 416 VOLUNTARY
INCREASE..............................................37

                                  ARTICLE FIVE

              REDEMPTION OF DEBENTURES AT THE OPTION OF THE COMPANY

Section 501
GENERAL.........................................................37

                                   ARTICLE SIX

              REPURCHASE OF 2021 DEBENTURES AT OPTION OF THE HOLDER

Section 601
GENERAL.........................................................37
Section 602 THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF
            REPURCHASE
PRICE................................................39
Section 603 PURCHASE WITH
CASH..............................................40
Section 604 PAYMENT BY ISSUANCE OF COMMON
STOCK.............................40
Section 605 NOTICE OF
ELECTION..............................................42
Section 606 COVENANTS OF THE
COMPANY........................................43
Section 607 PROCEDURE UPON
REPURCHASE.......................................43
Section 608
TAXES...........................................................43
Section 609 EFFECT OF REPURCHASE
NOTICE.....................................44
Section 610 DEPOSIT OF REPURCHASE
PRICE.....................................45
Section 611 SECURITIES REPURCHASED IN
PART..................................45
Section 612 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF

SECURITIES......................................................45
Section 613 REPAYMENT TO THE
COMPANY........................................46
Section 614 CONVERSION ARRANGEMENT ON
REPURCHASE............................46

                                       ii


                                  ARTICLE SEVEN

                    PURCHASE OF 2021 DEBENTURES AT OPTION OF
                        THE HOLDER UPON CHANGE IN CONTROL

Section 701 RIGHT TO REQUIRE
REPURCHASE.....................................46
Section 702 EFFECT OF CHANGE IN CONTROL PURCHASE
NOTICE.....................49
Section 703 DEPOSIT OF CHANGE IN CONTROL PURCHASE
PRICE.....................50
Section 704 SECURITIES PURCHASED IN
PART....................................50
Section 705 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF

SECURITIES......................................................51
Section 706 REPAYMENT TO THE
COMPANY........................................51

                                  ARTICLE EIGHT

                            MISCELLANEOUS PROVISIONS

Section 801 INTEGRAL
PART...................................................51
Section 802 GENERAL
DEFINITIONS.............................................51
Section 803 ADOPTION, RATIFICATION AND
CONFIRMATION.........................52
Section 804
COUNTERPARTS....................................................52
Section 805 GOVERNING
LAW...................................................52
Section 806 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE
            ACT OF
1939.....................................................52
Section 807 EFFECT OF
HEADINGS..............................................52
Section 808 SEVERABILITY OF
PROVISIONS......................................52
Section 809 SUCCESSORS AND
ASSIGNS..........................................52
Section 810 BENEFIT OF SUPPLEMENTAL
INDENTURE...............................53
Section 811 ACCEPTANCE BY
TRUSTEE...........................................53


ANNEX A
 ...............................................................A-1
ANNEX B
 ...............................................................B-1
Exhibit B-1
 .............................................................B-1-1
Exhibit B-2
 .............................................................B-2-1


                                      iii


                              CARNIVAL CORPORATION

                          FIRST SUPPLEMENTAL INDENTURE

      THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 25, 2001,
between
Carnival Corporation, a corporation organized and existing under the laws
of the
Republic of Panama (the "Company"), and U.S. Bank Trust National
Association, a
national banking association organized and existing under the laws of the
United
States of America (the "Trustee").

                                   WITNESSETH

      WHEREAS, the Company has heretofore executed and delivered to the
Trustee
an Indenture, dated as of April 25, 2001 (the "Indenture"), providing for
the
issuance from time to time of its debentures, notes, bonds or other
evidences of
indebtedness (hereinafter called "Securities") in one or more fully
registered
series;

      WHEREAS, Section 9.1(7) of the Indenture provides that the Company
and the
Trustee may from time to time enter into one or more indentures
supplemental
thereto to establish the form or terms of Securities of a new series;

      WHEREAS, Section 3.1 of the Indenture provides that the Company may
enter
into supplemental indentures to establish the terms and provisions of a
series
of Securities issued pursuant to the Indenture;

      WHEREAS, the Company desires to issue 2% Convertible Senior
Debentures due
2021 (the "2021 Debentures"), a new series of Security, the issuance of
which
was authorized by resolution of the Board of Directors of the Company,
dated
April 20, 2001;

      WHEREAS, the Company, pursuant to the foregoing authority, proposes
in and
by this First Supplemental Indenture (the "Supplemental Indenture") to
supplement and amend in certain respects the Indenture insofar as it will
apply
only to the 2021 Debentures (and not to any other series); and

      WHEREAS, all things necessary have been done to make the 2021
Debentures,
when executed by the Company and authenticated and delivered hereunder
and duly
issued by the Company, the valid obligations of the Company, and to make
this
Supplemental Indenture a valid agreement of the Company, in accordance
with
their and its terms.

      NOW THEREFORE:

      In consideration of the premises provided for herein, the Company
and the
Trustee mutually covenant and agree for the equal and proportionate
benefit of
all Holders of the 2021 Debentures as follows:



                                   ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

Section 101       DEFINITIONS. For all purposes of the Indenture and this
Supplemental Indenture relating to the series of Securities (consisting
of
Debentures) created hereby, except as otherwise expressly provided or
unless the
context otherwise requires, the terms defined in this Article have the
meanings
assigned to them in this Article. Each capitalized term that is used in
this
Supplemental Indenture but not defined herein shall have the meaning
specified
in the Indenture.

      "AGENT MEMBERS" has the meaning specified in Section 201.

      "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of
beneficial ownership interests in a Global Security, the rules and
procedures of
the Depositary that are applicable to such transfer or exchange.

      "BENEFICIAL OWNER" has the meaning specified in Section 701(a).

      "CAPITAL STOCK" or "CAPITAL STOCK" of any Person means any and all
shares,
interests, partnership interests, participations, rights or other
equivalents
(however designated) of equity interests (however designated) issued by
that
Person.

      "CERTIFICATED SECURITY" means a Security that is in substantially
the form
attached hereto as ANNEX A.

      "CHANGE IN CONTROL" has the meaning specified in Section 701.

      "CHANGE IN CONTROL PURCHASE DATE" has the meaning specified in
Section
701.

      "CHANGE IN CONTROL PURCHASE NOTICE" has the meaning specified in
Section
701.

      "CHANGE IN CONTROL PURCHASE PRICE" has the meaning specified in
Section
701.

      "Code" means the U.S. Internal Revenue Code of 1986, as amended.

      "COMMON STOCK" means the common stock, par value $0.01 per share,
of the
Company as it exists on the date of this Supplemental Indenture or any
other
shares of Capital Stock of the Company into which such common stock is
reclassified or changed.

      "COMPANY NOTICE DATE" has the meaning specified in Section 603.

       "CONSOLIDATED NET WORTH" means, at any time, the Net Worth of the
Company
and its Subsidiaries on a consolidated basis determined in accordance
with GAAP.

      "CONVERSION AGENT" shall be the agent specified in Section 201.

      "CONVERSION DATE" has the meaning specified in Section 405.


                                       2


      "CONVERSION RATE" has the meaning specified in Section 401.

      "DEPOSITARY" has the meaning specified in Section 201(a).

      "DETERMINATION DATE" has the meaning specified in Section
409(d)(1).

      "DTC" has the meaning specified in Section 201(a).

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or
any successor statute.

      "EXPIRATION DATE" has the meaning specified in Section 409(d)(2).

      "EXPIRATION TIME" has the meaning specified in Section 409(d)(2).

      "EXCESS 2021 DEBENTURES" has the meaning specified in Section 214.

      "GAAP" means generally accepted accounting principles as in effect
on the
date of this Supplemental Indenture in the United States.

      "GLOBAL SECURITY" means a permanent Global Security that is in
substantially the form attached hereto as ANNEX A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and
which is
deposited with the Depositary or the Securities Custodian and registered
in the
name of the Depositary or its nominee.

      "INDENTURE" has the meaning specified in the recitals.

      "INSTITUTIONAL ACCREDITED INVESTORS" has the meaning specified in
Section
201(b).

      "ISSUE DATE" of any 2021 Debenture means the date on which the 2021
Debenture was originally issued or deemed issued as set forth on the face
of the
2021 Debenture.

      "LIQUIDATED DAMAGES" shall have the meaning set forth in the
Registration
Rights Agreement.

      "MARKET PRICE" has the meaning specified in Section 604.

      "NET WORTH" means, at any time with respect to the Company or a
Subsidiary
thereof, the net worth of the Company or such Subsidiary, as the case may
be,
determined in accordance with GAAP.

      "NYSE" has the meaning specified in Section 409(e).

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

                  (1) Securities theretofore cancelled by the Trustee or
      delivered to the Trustee for cancellation;


                                       3


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

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

                  (4) Securities converted into Common Stock pursuant to
the
      terms of the Indenture or such Securities;

PROVIDED, HOWEVER, that in determining whether the Holders of the
requisite
principal amount of the Outstanding Securities have given any request,
demand,
authorization, direction, notice, consent or waiver hereunder, Securities
owned
by the Company or any other obligor upon the Securities or any Affiliate
of the
Company or of such other obligor shall be disregarded and deemed not to
be
Outstanding, except that, in determining whether the Trustee shall be
protected
in relying upon any such request, demand, authorization, direction,
notice,
consent or waiver, only Securities which the Trustee knows to be so owned
shall
be so disregarded. Securities so owned which have been pledged in good
faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction
of the
Trustee the pledgee's right so to act with respect to such Securities and
that
the pledgee is not the Company or any other obligor upon the Securities
or any
Affiliate of the Company or of such other obligor.

      "PERMITTED HOLDERS" has the meaning specified in Section 701(a).

      "PURCHASED SHARES" has the meaning specified in Section 409(d)(2).

      "purchases" has the meaning specified in Section 409(d)(3).

      "QIB" has the meaning specified in Section 201(a).

      "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement,
dated as of April 25, 2001, between the Company and Merrill Lynch & Co.,
Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

      "REPURCHASE DATE" has the meaning specified in Section 601.

      "REPURCHASE NOTICE" has the meaning specified in Section 601.

      "REPURCHASE PRICE" has the meaning specified in Section 601.


                                       4


      "RESTRICTED CERTIFICATED SECURITY" means a Certificated Security
which is
a Transfer Restricted Security.

      "RESTRICTED GLOBAL SECURITY" means a Global Security that is a
Transfer
Restricted Security.

      "RULE 144" means Rule 144 under the Securities Act or any successor
to
such Rule.

      "RULE 144A" means Rule 144A under the Securities Act or any
successor to
such Rule.

      "SALE PRICE" has the meaning specified in Section 604.

      "SECURITIES" has the meaning specified in the preamble of this
Supplemental Indenture.

      "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any
successor statute.

      "SECURITIES CUSTODIAN" means the Trustee, as custodian with respect
to the
Securities in global form, or any successor thereto.

      "SIGNIFICANT SUBSIDIARY" means any Subsidiary, the Net Worth of
which
represents more than 10% of the Consolidated Net Worth of the Company and
its
Subsidiaries.

      "SUPPLEMENTAL INDENTURE" has the meanings specified in the
recitals.

      "TENDER OFFER" has the meaning specified in Section 409(d)(3).

      "TENDERED SHARES" has the meaning specified in Section 409(d)(3).

      "TRADING DAY" means a day during which trading in securities
generally
occurs on the New York Stock Exchange or, if the Common Stock is not
listed on
the New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common Stock is then listed or, if the
Common
Stock is not listed on a national or regional securities exchange, on the
National Association of Securities Dealers Automated Quotation System or,
if the
Common Stock is not quoted on the National Association of Securities
Dealers
Automated Quotation System, on the other principal market on which the
Common
Stock is then traded.

      "TRANSFER CERTIFICATE" has the meaning specified in Section
202(b)(1).

      "TRANSFER RESTRICTED SECURITIES" has the meaning specified in
Section
202(f)(1).

      "TRIGGER EVENT" has the meaning specified in Section 409(c).

      "TRIGGERING DISTRIBUTION" has the meaning specified in Section
409(d)(1).

      "2021 DEBENTURES" has the meaning specified in the recitals.

      "UNRESTRICTED CERTIFICATED SECURITY" means a Certificated Security
which
is not a Transfer Restricted Security.


                                       5


      "UNRESTRICTED GLOBAL SECURITY" means a Global Security which is not
a
Transfer Restricted Security.

      "VOTING STOCK" means any class or classes of Capital Stock pursuant
to
which the holders thereof under ordinary circumstances have the power to
vote in
the election of the board of directors, managers or trustees of any
Person (or
other Persons performing similar functions), irrespective of whether or
not, at
the time, Capital Stock of any other class or classes shall have, or
might have,
voting power by reason of the happening of any contingency.

                                  ARTICLE TWO

                               THE 2021 DEBENTURES

Section 201       DESIGNATION OF 2021 DEBENTURES; ESTABLISHMENT OF FORM.

      There shall be a series of Securities designated "2% Convertible
Senior
Debentures due 2021" of the Company, and the form thereof shall be
substantially
as set forth in ANNEX A hereto, which is incorporated into and shall be
deemed a
part of this Supplemental Indenture, with such appropriate insertions,
omissions, substitutions and other variations as are required or
permitted by
the Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company
executing
such 2021 Debentures, as evidenced by their execution of the 2021
Debentures.

            (a) RESTRICTED GLOBAL SECURITIES. All of the 2021 Debentures
are
initially being offered and sold to qualified institutional buyers as
defined in
Rule 144A (collectively, "QIBs" or individually a "QIB") in reliance on
Rule
144A under the Securities Act and shall be issued initially in the form
of one
or more Restricted Global Securities, which shall be deposited on behalf
of the
purchasers of the 2021 Debentures represented thereby with the Trustee,
at its
Corporate Trust Office, as Securities Custodian for the depositary, The
Depository Trust Company ("DTC") (such depositary, or any successor
thereto,
being hereinafter referred to as the "Depositary'), and registered in the
name
of its nominee, Cede & Co., duly executed by the Company and
authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of a
Restricted Global Security may from time to time be increased or
decreased by
adjustments made on the records of the Securities Custodian as
hereinafter
provided, subject in each case to compliance with the Applicable
Procedures.

            (b) INSTITUTIONAL ACCREDITED INVESTOR SECURITIES. Except as
provided
in this Section 201 or Section 202, owners of beneficial interests in
Global
Securities will not be entitled to receive physical delivery of
Certificated
Securities. Securities offered and sold within the United States to
institutional accredited investors as defined in Rule 501(a)(1), (2), (3)
and
(7) under the Securities Act ("Institutional Accredited Investors") shall
be
issued, initially in the form of Certificated Securities, duly executed
by the
Company and authenticated by the Trustee as hereinafter provided.


                                       6


            (c) GLOBAL SECURITIES IN GENERAL. Each Global Security shall
represent such of the Outstanding 2021 Debentures as shall be specified
therein
and each shall provide that it shall represent the aggregate principal
amount of
Outstanding 2021 Debentures from time to time endorsed thereon and that
the
aggregate principal amount of Outstanding 2021 Debentures represented
thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges, redemptions, purchases or conversions of such 2021 Debentures.
Any
endorsement of a Global Security to reflect the amount of any increase or
decrease in the principal amount of Outstanding 2021 Debentures
represented
thereby shall be made by the Securities Custodian in accordance with the
standing instructions and procedures existing between the Depositary and
the
Securities Custodian.

            Neither any members of, or participants in, the Depositary
("Agent
Members") nor any other Persons on whose behalf Agent Members may act
shall have
rights under this Indenture with respect to any Global Security held in
the name
of the Depositary or any nominee thereof, or under the Global Security,
and the
Depositary (including, for this purpose, its nominee) may be treated by
the
Company, the Trustee and any agent of the Company or the Trustee as the
absolute
owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (A) prevent the
Company, the
Trustee or any agent of the Company or the Trustee from giving effect to
any
written certification, proxy or other authorization furnished by the
Depositary
or (B) impair, as between the Depositary, its Agent Members and any other
Person
on whose behalf an Agent Member may act, the operation of customary
practices
governing the exercise of the rights of a Holder of any 2021 Debenture.

            (d) CERTIFICATED SECURITIES. Certificated Securities shall be
issued
only under the limited circumstances provided in Sections 201(b),
202(a)(1) and
202(b) hereof.

            (e) PAYING AGENT AND CONVERSION AGENT. The Company shall
maintain an
office or agency where 2021 Debentures may be presented for purchase or
payment
("Paying Agent") and an office or agency where 2021 Debentures may be
presented
for conversion ("Conversion Agent"). The Company may have one or more
additional
paying agents and one or more additional conversion agents.

            The Company shall enter into an appropriate agency agreement
with
any Paying Agent or Conversion Agent (other than the Trustee). The
agreement
shall implement the provisions of this Indenture that relate to such
agent. The
Company shall notify the Trustee of the name and address of any such
agent. If
the Company fails to maintain a Paying Agent or Conversion Agent, the
Trustee
shall act as such and shall be entitled to appropriate compensation
therefor
pursuant to Section 6.7 of the Indenture. The Company or any Subsidiary
or an
Affiliate of either of them may act as Paying Agent or Conversion Agent.

      The Company initially appoints the Trustee as Conversion Agent and
Paying
Agent in connection with the 2021 Debentures.


                                       7


Section 202       TRANSFER AND EXCHANGE.

            (a)   TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.

                  (1) Except as provided in Section 202(b), Certificated
      Securities shall be issued in exchange for interests in the Global
      Securities only if (x) the Depositary notifies the Company that it
is
      unwilling or unable to continue as depositary for the Global
Securities or
      if it at any time ceases to be a "clearing agency" registered under
the
      Exchange Act if so required by applicable law or regulation and a
      successor depositary is not appointed by the Company within 90
days, or
      (y) an Event of Default has occurred and is continuing. In either
case,
      the Company shall execute, and the Trustee shall, upon receipt of a
      Company Order (which the Company agrees to deliver promptly),
authenticate
      and deliver Certificated Securities in an aggregate principal
amount equal
      to the principal amount of such Global Securities in exchange
therefor.
      Only Restricted Certificated Securities shall be issued in exchange
for
      beneficial interests in Restricted Global Securities, and only
      Unrestricted Certificated Securities shall be issued in exchange
for
      beneficial interests in Unrestricted Global Securities.
Certificated
      Securities issued in exchange for beneficial interests in Global
      Securities shall be registered in such names and shall be in such
      authorized denominations as the Depositary, pursuant to
instructions from
      its direct or indirect participants or otherwise, shall instruct
the
      Trustee. The Trustee shall deliver or cause to be delivered such
      Certificated Securities to the persons in whose names such
Securities are
      so registered. Such exchange shall be effected in accordance with
the
      Applicable Procedures. Nothing herein shall require the Trustee to
      communicate directly with beneficial owners, and the Trustee shall
in
      connection with any transfers hereunder be entitled to rely on
      instructions received through the registered Holder.

                  In the event that Certificated Securities are issued in
      exchange for beneficial interests in Global Securities in
accordance with
      the foregoing paragraph and, thereafter, the events or conditions
      specified in this Section 202(a)(1) which required such exchange
shall
      have ceased to exist, the Company shall mail notice to the Trustee
and to
      the Holders stating that Holders may exchange Certificated
Securities for
      interests in Global Securities by complying with the procedures set
forth
      in this Indenture and briefly describing such procedures and the
events or
      circumstances requiring that such notice be given.

                  (2) Notwithstanding any other provisions of this
Supplemental
      Indenture other than the provisions set forth in Section 202(a)(1)
hereof,
      a Global Security may not be transferred, except as a whole by the
      Depositary to a nominee of the Depositary or by a nominee of the
      Depositary to the Depositary or another nominee of the Depositary
or by
      the Depositary or any such nominee to a successor Depositary or a
nominee
      of such successor Depositary. Nothing in this Section 202(a)(2)
shall
      prohibit or render ineffective any transfer of a beneficial
interest in a
      Global Security effected in accordance with the other provisions of
this
      Section 202.

            (b)   RESTRICTIONS ON TRANSFER OF A BENEFICIAL INTEREST IN A
GLOBAL
SECURITY FOR A CERTIFICATED SECURITY. A beneficial interest in a Global
Security
may not be exchanged for a


                                       8


Certificated Security except upon satisfaction of the requirements set
forth
below. Upon receipt by the Trustee of a request in the form satisfactory
to the
Trustee from the Depositary or its nominee on behalf of a person having a
beneficial interest in a Global Security to register the transfer of all
or a
portion of such beneficial interest in accordance with Applicable
Procedures for
a Certificated Security, together with:

                  (1) in the case of a request to register the transfer
of a
            beneficial interest in a Restricted Global Security, a
certificate
            (a "TRANSFER CERTIFICATE"), in substantially the form set
forth in
            Exhibit B-1, and a certification in substantially the form
set forth
            in Exhibit B-2, that such beneficial interest in the
Restricted
            Global Security is being transferred to an Institutional
Accredited
            Investor;

                  (2) written instructions to the Trustee to make, or
direct the
            Security Registrar to make, an adjustment on its books and
records
            with respect to such Global Security to reflect a decrease in
the
            aggregate principal amount of the 2021 Debentures represented
by the
            Global Security, such instructions to contain information
regarding
            the Depositary account to be credited with such decrease; and

                  (3) if the Company or the Trustee so requests, a
customary
            opinion of counsel, certificates and other information
reasonably
            acceptable to them as to the compliance with the restrictions
set
            forth in the legend described in Section 202(f)(1),

      then the Trustee shall cause, or direct the Security Registrar to
cause,
      in accordance with the standing instructions and procedures
existing
      between the Depositary and the Security Registrar, the aggregate
principal
      amount of 2021 Debentures represented by the Global Security to be
      decreased by the aggregate principal amount of the Certificated
Security
      to be issued, shall authenticate and deliver such Certificated
Security
      and shall debit or cause to be debited to the account of the Person
      specified in such instructions a beneficial interest in the Global
      Security equal to the principal amount of the Certificated Security
so
      issued.

            (c)   TRANSFER AND EXCHANGE OF CERTIFICATED SECURITIES. When
Certificated Securities are presented by a Holder to a Security Registrar
with a
request:

                  (1) to register the transfer of the Certificated
Securities to
      a person who will take delivery thereof in the form of Certificated
      Securities only; or

                  (2) to exchange such Certificated Securities for an
equal
      principal amount of Certificated Securities of other authorized
      denominations,

such Security Registrar shall register the transfer or make the exchange
as
requested; PROVIDED, HOWEVER, that the Certificated Securities presented
or
surrendered for register of transfer or exchange:

                  (1) shall be duly endorsed or accompanied by a written
      instrument of transfer in accordance with the fifth paragraph of
Section
      3.5 of the Indenture; and


                                       9


                  (2) in the case of a Restricted Certificated Security,
such
      request shall be accompanied by the following additional
information and
      documents, as applicable:

                        (A) if such Restricted Certificated Security is
being
            delivered to the Security Registrar by a Holder for
registration in
            the name of such Holder, without transfer, or such Restricted
            Certificated Security is being transferred to the Company or
a
            Subsidiary of the Company, a certification to that effect
from such
            Holder (in substantially the form set forth in the Transfer
            Certificate)

                        (B) if such Restricted Certificated Security is
being
            transferred to a person the Holder reasonably believes is a
QIB in
            accordance with Rule 144A or pursuant to an effective
registration
            statement under the Securities Act, a certification to that
effect
            from such Holder (in substantially the form set forth in the
            Transfer Certificate); or

                        (C) if such Restricted Certificated Security is
being
            transferred to an Institutional Accredited Investor, a
certification
            to that effect from such Holder (in substantially the form
set forth
            in the Transfer Certificate), a certification from the
Institutional
            Accredited Investor to whom such Restricted Certificated
Security is
            being transferred in substantially the form set forth in
Exhibit
            B-2, and, if the Company or such Security Registrar so
requests, a
            customary opinion of counsel, certificates and other
information
            reasonably acceptable to them as to the compliance with the
            restrictions set forth in the legend described in Section
202(f)(1).

                        (D) if such Restricted Certificated Security is
being
            transferred (i) pursuant to an exemption from the
registration
            requirements of the Securities Act in accordance with Rule
144 or
            (ii) pursuant to an exemption from the registration
requirements of
            the Securities Act (other than pursuant to Rule 144A or Rule
144)
            and as a result of which, in the case of a Security
transferred
            pursuant to this clause (ii), such Security shall cease to be
a
            "restricted security" within the meaning of Rule 144, a
            certification to that effect from the Holder (in
substantially the
            form set forth in the Transfer Certificate) and, if the
Company or
            such Security Registrar so requests, a customary opinion of
counsel,
            certificates and other information reasonably acceptable to
the
            Company and such Security Registrar to the effect that such
transfer
            is in compliance with the Securities Act.

            (d)   TRANSFER OF A BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL
SECURITY FOR A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY.
Any
person having a beneficial interest in a Restricted Global Security may
upon
request, subject to the Applicable Procedures, transfer such beneficial
interest
to a person who is required or permitted to take delivery thereof in the
form of
an Unrestricted Global Security. Upon receipt by the Trustee of written
instructions or such other form of instructions as is customary for the
Depositary, from the Depositary or its nominee on behalf of any person
having a
beneficial interest in a Restricted Global Security and the following
additional
information and documents in such form as is customary for the Depositary
from
the Depositary or its nominee on behalf of the person having such
beneficial


                                       10


interest in the Restricted Global Security (all of which may be submitted
by
facsimile or electronically):

                  (1) if such beneficial interest is being transferred
pursuant
      to an effective registration statement under the Securities Act, a
      certification to that effect from the transferor (in substantially
the
      form set forth in the Transfer Certificate); or

                  (2) if such beneficial interest is being transferred
(i)
      pursuant to an exemption from the registration requirements of the
      Securities Act in accordance with Rule 144 or (ii) pursuant to an
      exemption from the registration requirements of the Securities Act
(other
      than pursuant to Rule 144A or Rule 144) and as a result of which,
in the
      case of a Security transferred pursuant to this clause (ii), such
Security
      shall cease to be a "restricted security" within the meaning of
Rule 144,
      a certification to that effect from the transferor (in
substantially the
      form set forth in the Transfer Certificate) and, if the Company or
the
      Trustee so requests, a customary opinion of counsel, certificates
and
      other information reasonably acceptable to the Company and the
Trustee to
      the effect that such transfer is in compliance with the Securities
Act,

the Trustee, as a Security Registrar and Securities Custodian, shall
reduce or
cause to be reduced the aggregate principal amount of the Restricted
Global
Security by the appropriate principal amount and shall increase or cause
to be
increased the aggregate principal amount of the Unrestricted Global
Security by
a like principal amount. Such transfer shall otherwise be effected in
accordance
with the Applicable Procedures. If no Unrestricted Global Security is
then
outstanding, the Company shall execute and the Trustee shall, upon
receipt of a
Company Order (which the Company agrees to deliver promptly),
authenticate and
deliver an Unrestricted Global Security.

            (e) TRANSFERS OF CERTIFICATED SECURITIES FOR BENEFICIAL
INTEREST IN
GLOBAL SECURITIES. If Certificated Securities are presented by a Holder
to a
Security Registrar with a request:

                  (1) to register the transfer of such Certificated
Securities
      to a person who will take delivery thereof in the form of a
beneficial
      interest in a Global Security, which request shall specify whether
such
      Global Security will be a Restricted Global Security or an
Unrestricted
      Global Security; or

                  (2) to exchange such Certificated Securities for an
equal
      principal amount of beneficial interests in a Global Security,
which
      beneficial interests will be owned by the Holder transferring such
      Certificated Securities (provided that in the case of such an
exchange,
      Restricted Certificated Securities may be exchanged only for
Restricted
      Global Securities and Unrestricted Certificated Securities may be
      exchanged only for Unrestricted Global Securities),

the Security Registrar shall register the transfer or make the exchange
as
requested by canceling such Certificated Security and causing, or
directing the
Securities Custodian to cause, the aggregate principal amount of the
applicable
Global Security to be increased accordingly and, if no such Global
Security is
then outstanding, the Company shall issue and the Trustee shall


                                       11


authenticate and deliver a new Global Security; provided, however, that
the
Certificated Securities presented or surrendered for registration of
transfer or
exchange:

                  (1) shall be duly endorsed or accompanied by a written
      instrument of transfer in accordance with the fifth paragraph of
Section
      3.5 of the Indenture;

                  (2) in the case of a Restricted Certificated Security
to be
      transferred for a beneficial interest in an Unrestricted Global
Security,
      such request shall be accompanied by the following additional
information
      and documents, as applicable:

                        (A) if such Restricted Certificated Security is
being
            transferred pursuant to an effective registration statement
under
            the Securities Act, a certification to that effect from such
Holder
            (in substantially the form set forth in the Transfer
Certificate);
            or

                        (B) if such Restricted Certificated Security is
being
            transferred pursuant to (i) an exemption from the
registration
            requirements of the Securities Act in accordance with Rule
144 or
            (ii) pursuant to an exemption from the registration
requirements of
            the Securities Act (other than pursuant to Rule 144A or Rule
144)
            and as a result of which, in the case of a Security
transferred
            pursuant to this clause (ii), such Security shall cease to be
a
            "restricted security" within the meaning of Rule 144, a
            certification to that effect from such Holder (in
substantially the
            form set forth in the Transfer Certificate), and, if the
Company or
            the Security Registrar so requests, a customary opinion of
counsel,
            certificates and other information reasonably acceptable to
the
            Company and the Trustee to the effect that such transfer is
in
            compliance with the Securities Act;

                  (3) in the case of a Restricted Certificated Security
to be
      transferred or exchanged for a beneficial interest in a Restricted
Global
      Security, such request shall be accompanied by a certification from
such
      Holder (in substantially the form set forth in the Transfer
Certificate)
      to the effect that such Restricted Certificated Security is being
      transferred to a person the Holder reasonably believes is a QIB
(which, in
      the case of an exchange, shall be such Holder) in accordance with
Rule
      144A; and

                  (4) in the case of an Unrestricted Certificated
Security to be
      transferred or exchanged for a beneficial interest in an
Unrestricted
      Global Security, such request need not be accompanied by any
additional
      information or documents.

            (f) LEGENDS.

                  (1) Except as permitted by the following paragraphs (2)
and
      (3), each Global Security and Certificated Security (and all
Securities
      issued in exchange therefor or upon registration of transfer or
      replacement thereof and any Common Stock issuable upon conversion
thereof)
      shall bear a legend in substantially the form called for by
footnote 2 to
      ANNEX A hereto (each a "TRANSFER RESTRICTED SECURITY" for so long
as such
      Security or Common Stock issuable upon conversion thereof is
required by
      this Indenture to bear such legend). Each Transfer Restricted
Security
      shall have attached thereto a Transfer Certificate in substantially
the
      form set forth in EXHIBIT B-1 hereto.


                                       12


                  (2) Upon any sale or transfer of a Transfer Restricted
      Security (x) pursuant to Rule 144, (y) pursuant to an effective
      registration statement under the Securities Act or (z) pursuant to
any
      other available exemption (other than Rule 144A) from the
registration
      requirements of the Securities Act and as a result of which, in the
case
      of a Security transferred pursuant to this clause (z), such
Security shall
      cease to be a "restricted security" within the meaning of Rule 144:

                        (A) in the case of any Restricted Certificated
Security,
            any Security Registrar shall permit the Holder thereof to
exchange
            such Restricted Certificated Security for an Unrestricted
            Certificated Security, or (under the circumstances described
in
            Section 202(e) hereof) to transfer such Restricted
Certificated
            Security to a transferee who shall take such Security in the
form of
            a beneficial interest in an Unrestricted Global Security, and
in
            each case shall rescind any restriction on the transfer of
such
            Security; PROVIDED, HOWEVER, that the Holder of such
Restricted
            Certificated Security shall, in connection with such exchange
or
            transfer, comply with the other applicable provisions of this
            Section 202; and

                        (B) in the case of any beneficial interest in a
            Restricted Global Security, the Trustee shall permit the
beneficial
            owner thereof to transfer such beneficial interest to a
transferee
            who shall take such interest in the form of a beneficial
interest in
            an Unrestricted Global Security and shall rescind any
restriction on
            transfer of such beneficial interest; PROVIDED, HOWEVER, that
such
            Unrestricted Global Security shall continue to be subject to
the
            provisions of Section 202(a)(2) hereof, and PROVIDED FURTHER,
            HOWEVER, that the owner of such beneficial interest shall, in
            connection with such transfer, comply with the other
applicable
            provisions of this Section 202.

                  (3) Upon the exchange, registration of transfer or
replacement
      of Securities not bearing the legend described in paragraph (1)
above, the
      Company shall execute, the Trustee shall authenticate and deliver
      Securities that do not bear such legend and which do not have a
Transfer
      Certificate attached thereto.

            (g)   TRANSFERS TO THE COMPANY. Nothing in this Supplemental
Indenture or in the Securities shall prohibit the sale or other transfer
of any
Securities (including beneficial interests in Global Securities) to the
Company
or any of its Subsidiaries, which Securities shall thereupon be canceled
in
accordance Section 3.9 of the Indenture.

Section 203       AMOUNT.

            (a)   The Trustee shall authenticate and deliver 2021
Debentures for
original issue in an aggregate principal amount of up to $600,000,000
upon a
Company Order for the authentication and delivery of 2021 Debentures,
without
any further action by the Company. The aggregate principal amount of 2021
Debentures that may be authenticated and delivered under the Indenture
may not
exceed the amount set forth in the foregoing sentence, except for 2021
Debentures authenticated and delivered upon registration of transfer of,
or in
exchange for, or in lieu of, other 2021 Debentures pursuant to Section
202 of
this Supplemental Indenture or Section 2.4, 3.4, 3.5, 3.6 or 11.7 of the
Indenture.


                                       13


            (b)   The Company may not issue new 2021 Debentures to
replace 2021
Debentures that it has paid or delivered to the Trustee for cancellation
or that
any Holder has converted pursuant to Article Four.

Section 204       INTEREST.

      The principal of the 2021 Debentures shall bear interest at the
rate of 2%
per annum from April 25, 2001 or from the most recent Interest Payment
Date to
which interest has been paid or duly provided for, payable semiannually
in
arrears on April 15 and October 15 of each year, commencing October 15,
2001, to
the Persons in whose names the 2021 Debentures are registered at the
close of
business on the April 1 or October 1 (whether or not a Business Day), as
the
case may be, next preceding such Interest Payment Date. Interest on the
2021
Debentures will be computed on the basis of a 360-day year comprised of
twelve
30-day months.

Section 205       LIQUIDATED DAMAGES.

      Liquidated Damages with respect to the 2021 Debentures shall be
payable in
accordance with the provisions and in the amounts set forth in the
Registration
Rights Agreement.

Section 206       DENOMINATIONS.

      The 2021 Debentures shall be in fully registered form without
coupons in
denominations of $1,000 of principal amount or any integral multiple
thereof.

Section 207       PLACE OF PAYMENT.

      The Place of Payment for the 2021 Debentures and the place or
places where
the 2021 Debentures may be surrendered for registration of transfer,
exchange,
repurchase, redemption or conversion and where notices may be given to
the
Company in respect of the 2021 Debentures is at the office of the Trustee
in New
York, New York and at the agency of the Trustee maintained for that
purpose at
the office of the Trustee; PROVIDED, HOWEVER, that payment of interest
may be
made at the option of the Company by check mailed to the address of the
Person
entitled thereto as such address shall appear in the Security Register
(as
defined in the Indenture).

Section 208       REDEMPTION.

            (a) There shall be no sinking fund for the retirement of the
2021
Debentures.

            (b) The Company, at its option, may redeem the 2021
Debentures on or
after April 15, 2008 in accordance with the provisions and at the
Redemption
Price set forth under the captions "Optional Redemption" and "Notice of
Redemption" in the 2021 Debentures and in accordance with the provisions
of the
Indenture and this Supplemental Indenture, including, without limitation,
Article Five.

Section 209       CONVERSION.

      The 2021 Debentures shall be convertible in accordance with the
provisions
and at the Conversion Rate set forth under the caption "Conversion" in
the 2021
Debentures and in


                                       14


accordance with the provisions of the Indenture and this Supplemental
Indenture,
including, without limitation, Article Four.

Section 210       STATED MATURITY.

      The date on which the principal of the 2021 Debentures is due and
payable,
unless earlier converted, accelerated, redeemed or repurchased pursuant
to the
Indenture or this Supplemental Indenture, shall be April 15, 2021.

Section 211       REPURCHASE.

            (a) The 2021 Debentures shall be repurchased by the Company,
at the
option of the Holder in accordance with the provisions and at the
Repurchase
Price set forth under the caption "Repurchase by the Company at the
Option of
the Holder" in the 2021 Debentures and in accordance with the provisions
of the
Indenture and this Supplemental Indenture, including, without limitation,
Article Six.

            (b) The 2021 Debentures shall be purchased by the Company in
accordance with the provisions and at the Change in Control Purchase
Price set
forth under the caption "Purchase of Securities at Option of Holder Upon
a
Change in Control" in the 2021 Debentures and in accordance with the
provisions
of this Supplemental Indenture, including, without limitation, Article
Seven.

Section 212       DISCHARGE OF LIABILITY ON 2021 DEBENTURES.

      The 2021 Debentures may be discharged by the Company in accordance
with
the provisions of Article Four of the Indenture, as amended by Section
305
hereof.

Section 213       OTHER TERMS OF 2021 DEBENTURES.

      Without limiting the foregoing provisions of this Article, the
terms of
the 2021 Debentures shall be as set forth in the form of the 2021
Debentures set
forth in ANNEX A hereto and as provided in the Indenture.

Section 214       OWNERSHIP LIMITATION ON 2021 DEBENTURES

      The 2021 Debentures shall have the following ownership limitations,
as set
forth more fully in Annex B.

      No Holder of 2021 Debentures shall effect a transfer of a 2021
Debenture
which would result in the ownership, whether direct, indirect or by
construction, by any one Person or group of related Persons by virtue of
the
attribution provisions of the Code, other than Arison holders, of more
than 4.9%
of the Company's Common Stock, whether measured by vote, value or number
of
shares. For purposes of calculating a holder's Common Stock holdings, the
conversion of the 2021 Debentures and other convertible securities issued
by the
Company held by such Person or group of Persons shall be deemed effected.
If any
Person attempts to acquire 2021 Debentures in violation of the 4.9%
ownership
limitation, the putative transfer to such Person shall be void, and the
intended
transferee shall acquire no rights to the 2021 Debentures.


                                       15


For purposes of this 4.9% limitation, a "transfer" will include any sale,
transfer, gift, assignment, devise or other disposition, whether
voluntary or
involuntary, whether of record, constructively or beneficially, and
whether by
operation of law or otherwise.

      Upon any prohibited transfer of 2021 Debentures resulting in the
ownership
of 2021 Debentures and shares of Common Stock by any person in violation
of the
4.9% limit or causing the Company to be subject to United States federal
shipping or aircraft income taxation, those debentures the ownership of
which is
in excess of the 4.9% limit or would cause the Company to be subject to
United
States federal shipping or aircraft income tax shall automatically be
designated
as "Excess 2021 Debentures."

      The Company may waive such 4.9% limit and related transfer
restrictions if
evidence satisfactory to the Company's board of directors and tax counsel
is
presented that such ownership will not jeopardize the Company's exemption
from
United States income taxation on gross income from the international
operation
of a ship or ships, within the meaning of Section 883 of the Code. The
board of
directors may also terminate the 4.9% limit and transfer restrictions
generally
at any time for any reason.

      Excess 2021 Debentures shall be transferred to a trust. The trustee
of
such trust shall be appointed by the Company and shall be independent of
the
Company and the purported holder of the Excess 2021 Debentures. The
beneficiary
of such trust shall be one or more charitable organizations selected by
the
trustee of such trust. The trust shall be deemed to own the 2021
Debentures on
behalf of the beneficiary of such trust on the day prior to the date of
the
putative violative transfer.

      At the direction of the Company's board of the directors, the
trustee of
such trust shall transfer the Excess 2021 Debentures held in trust to a
person
or persons (including the Company) whose ownership of such Excess 2021
Debentures shall not violate the 4.9% limit or otherwise cause the
Company to
become subject to United States shipping income tax within 180 days after
the
later of the transfer or other event that resulted in such Excess 2021
Debentures or the Company becomes aware of such transfer or event. If
such a
transfer is made, the interest of the charitable beneficiary will
terminate, the
designation of 2021 Debentures shares as Excess 2021 Debentures will
cease and
the holder of the Excess 2021 Debentures will receive the payment that
reflects
a price per debenture for such Excess 2021 Debentures equal to the lesser
of (i)
the price received by the trustee of such trust for the sale or other
disposition of the 2021 Debentures held in trust, and (ii) the price paid
by the
prohibited transferee for the 2021 Debentures, or, if the prohibited
transferee
did not give value for such 2021 Debentures, the market price of the 2021
Debentures on the date of the event that resulted in the Excess 2021
Debentures.
A prohibited transferee or holder of the Excess 2021 Debentures will not
be
permitted to receive an amount that reflects any appreciation in the
Excess 2021
Debentures during the period that such Excess 2021 Debentures were
outstanding.
Any amount received in excess of the amount permitted to be received by
the
prohibited transferee or holder of the Excess 2021 Debentures shall be
turned
over to the charitable beneficiary of the trust.

      In the event that the foregoing restrictions are determined to be
void or
invalid by virtue of any legal decision, statute, rule or regulation,
then the
intended transferee or holder of any Excess 2021 Debentures may be
deemed, at
the Company's option, to have acted as an agent on


                                       16


the Company's behalf in acquiring or holding such Excess 2021 Debentures
and to
hold such Excess 2021 Debentures on the Company's behalf.

      The Company shall have the right to purchase any Excess 2021
Debentures
held by the trust for a period of 90 days from the later of (i) the date
the
transfer or other event resulting in Excess 2021 Debentures has occurred
and
(ii) the date the Company determines in good faith that a transfer or
other
event resulting in Excess 2021 Debentures has occurred. The price per
Excess
2021 Debenture to be paid by the Company shall be equal to the lesser of
(i) the
price per debenture paid in the transaction that created such Excess 2021
Debentures (or, in the case of certain other events, the market price per
debenture for the Excess 2021 Debentures on the date of such event), or
(ii) the
lowest market price for the Excess 2021 Debentures at any time after
their
designation as Excess 2021 Debentures and prior to the date the Company
accepts
such offer.

      The Trustee shall have no responsibility to monitor the ownership
of the
2021 Debentures.

Section 215       PAYMENTS OF ADDITIONAL AMOUNTS.

      Sections 10.5 and 11.8 of the Indenture shall apply to the 2021
Debentures.

                                 ARTICLE THREE

                           AMENDMENTS TO THE INDENTURE

Section 301       PROVISIONS APPLICABLE ONLY TO 2021 DEBENTURES.

      The Provisions contained herein shall apply to the 2021 Debentures
only
and not to any other series of Security issued under the Indenture and
any
covenants provided herein are expressly being included solely for the
benefit of
the 2021 Debentures and not for the benefit of any other series of
Security
issued under the Indenture. These amendments shall be effective for so
long as
there remain any 2021 Debentures Outstanding.

Section 302       REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

      The Indenture is hereby amended, subject to Section 301 hereof and
with
respect to the 2021 Debentures only, by replacing the seventh paragraph
of
Section 3.5 with the following paragraph:

      The Company shall not be required (i) to issue, register the
transfer of
or exchange the Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption and
ending at
the close of business on the day of such mailing, (ii) to register the
transfer
of or exchange any 2021 Debenture so selected for redemption in whole or
in
part, except the unredeemed portion of any 2021 Debenture being redeemed
in
part, or (iii) to exchange or register a transfer of any 2021 Debenture
or
portions thereof in respect of which a Change in Control Purchase Notice
or
Repurchase Notice has been delivered and not withdrawn by the


                                       17


Holder thereof (except, in the case of the purchase of a 2021 Debenture
in part,
the portion not to be purchased).

Section 303       RESERVED.

Section 304       PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

      The Indenture is hereby amended, subject to Section 301 hereof and
with
respect to the 2021 Debentures only, by inserting the following paragraph
before
the final paragraph in Section 3.7 of the Indenture:

      On conversion of a Holder's 2021 Debentures, such Holder shall not
receive
any cash payment of interest (unless such 2021 Debentures or portions
thereof
have been called for redemption in accordance with Article 5 hereof on a
Redemption Date that occurs between a Regular Record Date and the third
business
day after the Interest Payment Date to which it relates). The Company's
delivery
to a Holder of the full number of shares of Common Stock into which a
2021
Debenture is convertible, together with any cash payment for such
Holder's
fractional shares, or cash or a combination of cash and Common Stock in
lieu
thereof, shall be deemed to satisfy the Company's obligation to pay the
principal amount at maturity of the 2021 Debenture and to satisfy the
Company's
obligation to pay accrued interest attributable to the period from the
most
recent Interest Payment Date through the Conversion Date.

      Notwithstanding the above, if any 2021 Debentures are converted
after a
Regular Record Date but prior to the next succeeding Interest Payment
Date,
Holders of such 2021 Debentures at the close of business on such Regular
Record
Date shall receive the interest payable on such 2021 Debentures on the
corresponding Interest Payment Date notwithstanding the conversion. Such
2021
Debentures, upon surrender for conversion, must be accompanied by funds
equal to
the amount of interest payable on the principal amount of the 2021
Debentures so
converted, unless such 2021 Debentures have been called for redemption on
a
Redemption Date that occurs between a Regular Record Date and the third
business
day after the Interest Payment Date to which it relates, in which case no
such
payment shall be required.

Section 305       DISCHARGE OF LIABILITY ON SECURITIES.

      When (i) the Company delivers to the Trustee or any Paying Agent
all
Outstanding 2021 Debentures (other than 2021 Debentures replaced pursuant
to
Section 3.6 of the Indenture) for cancellation or (ii) all Outstanding
2021
Debentures have become due and payable and the Company deposits with the
Trustee
or any Paying Agent cash or, if expressly permitted by the terms of the
2021
Debentures, Common Stock sufficient to pay all amounts due and owing on
all
Outstanding 2021 Debentures (other than 2021 Debentures replaced pursuant
to
Section 3.6), and if in either case the Company pays all other sums
payable
hereunder by the Company, then this Supplemental Indenture shall, subject
to
Section 6.7 of the Indenture, cease to be of further effect, except for
the
indemnification of the Trustee, which shall survive. The Trustee shall
join in
the execution of a document prepared by the Company acknowledging
satisfaction
and discharge of this Supplemental Indenture on demand of the Company
accompanied by an Officers' Certificate and Opinion of Counsel and at the
reasonable cost and expense of the Company.


                                       18


Section 306       REPAYMENT TO THE COMPANY.

      The Trustee and the Paying Agent shall return to the Company upon
written
request any money or securities held by them for the payment of any
amount with
respect to the 2021 Debentures that remains unclaimed for two years,
subject to
applicable unclaimed property law. After return to the Company, Holders
entitled
to the money or securities must look to the Company for payment as
general
creditors unless an applicable abandoned property law designates another
person
and the Trustee and the Paying Agent shall have no further liability to
the
Holders of 2021 Debentures with respect to such money or securities for
that
period commencing after the return thereof.

Section 307       EVENTS OF DEFAULT.

      The Indenture is hereby amended, subject to Section 301 hereof and
with
respect to the 2021 Debentures only, by replacing Section 5.1 with the
following
paragraph:

      "Event of Default", wherever used herein, means with respect to the
2021
Debentures any one of the following events (whatever the reason for such
Event
of Default and whether it shall be voluntary or involuntary or be
effected by
operation of law or pursuant to any judgment, decree or order of any
court or
any order, rule or regulation of any administrative or governmental
body):

                  (1) default in the payment of any interest upon any
2021
      Debenture when it becomes due and payable or in the payment of any
      Liquidated Damages pursuant to the Registration Rights Agreement,
and
      continuance of such default for a period of 30 days; or

                  (2) default in the payment of the principal amount at
its
      Maturity on the 2021 Debentures (or upon declaration of
acceleration
      thereof), the Repurchase Price, when due, or the Change in Control
      Purchase Price, when due; or

                  (3) a default under any bonds, debentures, notes or
other
      evidences of indebtedness for money borrowed by the Company or a
      Subsidiary or under any mortgages, indentures or instruments under
which
      there may be issued or by which there may be secured or evidenced
any
      indebtedness for money borrowed by the Company or a Subsidiary,
whether
      such indebtedness now exists or shall hereafter be created, which
      indebtedness, individually or in the aggregate, is in excess of
      $30,000,000 principal amount (excluding any such indebtedness of
any
      Subsidiary other than a Significant Subsidiary, all the
indebtedness of
      which Subsidiary is nonrecourse to the Company or any other
Subsidiary),
      which default shall constitute a failure to pay any portion of the
      principal of or interest on such indebtedness when due and payable
after
      the expiration of any applicable grace or cure period with respect
thereto
      or shall have resulted in such indebtedness becoming or being
declared due
      and payable prior to the date on which it would otherwise have
become due
      and payable, without such indebtedness having been discharged, or
such
      acceleration having been rescinded or annulled, within a period of
30 days
      after there shall have been given, by registered or certified mail,
to the
      Company by the Trustee or to the Company and the Trustee by the
Holders of
      at least 25% in principal


                                       19


      amount of the Outstanding 2021 Debentures a written notice
specifying such
      default and requiring the Company to cause such indebtedness to be
      discharged or cause such acceleration to be rescinded or annulled
and
      stating that such notice is a "Notice of Default" hereunder; or

                  (4) default by the Company in the performance, or
breach, of
      any covenant or warranty of the Company in the Indenture or this
      Supplemental Indenture for the benefit of the 2021 Debentures
(other than
      a covenant or warranty a default in whose performance or whose
breach is
      elsewhere in this Section 501 specifically dealt with), and
continuance of
      such default or breach for a period of 60 days after there has been
given,
      by registered or certified mail, to the Company by the Trustee or
to the
      Company and the Trustee by the Holders of at least 25% in principal
amount
      of the Outstanding 2021 Debentures a written notice specifying such
      default or breach and requiring it to be remedied and stating that
such
      notice is a "Notice of Default" hereunder; or

                  (5) the entry by a court having jurisdiction in the
premises
      of (A) a decree or order for relief in respect of the Company or a
      Significant Subsidiary in an involuntary case or proceeding under
any
      applicable Federal, State or foreign bankruptcy, insolvency,
      reorganization or other similar law or (B) a decree or order
adjudging the
      Company or a Significant Subsidiary a bankrupt or insolvent, or
approving
      as properly filed a petition seeking reorganization, arrangement,
      adjustment or composition of or in respect of the Company or a
Significant
      Subsidiary under any applicable Federal, State or foreign law, or
      appointing a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or other similar official of the Company or a
Significant
      Subsidiary or of any substantial part of their respective
properties, or
      ordering the winding up or liquidation of the affairs of the
Company or a
      Significant Subsidiary, and the continuance of any such decree or
order
      for relief or any such other decree or order unstayed and in effect
for a
      period of 60 consecutive days; or

                  (6) the commencement by the Company or a Significant
      Subsidiary of a voluntary case or proceeding under any applicable
Federal,
      State or foreign bankruptcy, insolvency, reorganization or other
similar
      law or of any other case or proceeding to be adjudicated a bankrupt
or
      insolvent, or the consent by either the Company or a Significant
      Subsidiary to the entry of a decree or order for relief in respect
of the
      Company or a Significant Subsidiary in an involuntary case or
proceeding
      under any applicable Federal, State or foreign bankruptcy,
insolvency,
      reorganization or other similar law or to the commencement of any
      bankruptcy or insolvency case or proceeding against either the
Company or
      a Significant Subsidiary, or the filing by either the Company or a
      Significant Subsidiary of a petition or answer or consent seeking
      reorganization or relief under any applicable Federal, State or
foreign
      law, or the consent by either the Company or a Significant
Subsidiary to
      the filing of such petition or to the appointment of or taking
possession
      by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or
      other similar official of the Company or a Significant Subsidiary
or of
      any substantial part of their respective properties, or the making
by
      either the Company or a Significant Subsidiary of an assignment for
the
      benefit of creditors, or the admission by either the Company or a
      Significant Subsidiary in writing of an inability to pay the debts
of
      either the Company or a Significant Subsidiary generally as they
become
      due, or the


                                       20


      taking of corporate action by the Company or a Significant
Subsidiary in
      furtherance of any such action.

Section 308       UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM
                  AND INTEREST.

      Notwithstanding any other provision in this Supplemental Indenture,
the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if
any) and
(subject to Section 3.7 of the Indenture) interest on such Security on
the
Stated Maturity or Maturities expressed in such Security (or in the case
of
redemption, to receive the Redemption Price on the Redemption Date, in
the case
of a repurchase, to receive the Repurchase Price on the Repurchase Date,
or in
the case of a Change in Control, to receive the Change in Control
Purchase Price
on the Change in Control Purchase Date) and to institute suit for the
enforcement of any such payment on or after such respective dates, and
such
rights shall not be impaired without the consent of such Holder.

Section 309       REPORTS BY COMPANY.

      The Company shall (1) provide to the Trustee, within 15 days after
the
Company is required to file the same with the Commission, copies of the
annual
reports and of the information, documents and other reports (or copies of
such
portions of any of the foregoing as the Commission may from time to time
by
rules and regulations prescribe) which the Company may be required to
file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934; or, if the Company is not required to file
information,
documents or reports pursuant to either of said Sections, then it shall
provide
to the Trustee and file with the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may
be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities
exchange as
may be prescribed from time to time in such rules and regulations;

                  (2) file with the Trustee and the Commission, in
accordance
with rules and regulations prescribed from time to time by the
Commission, such
additional information, documents and reports with respect to compliance
by the
Company with the conditions and covenants of this Indenture as may be
required
from time to time by such rules and regulations; and

                  (3) transmit by mail to all Securityholders, as their
names
and addresses appear in the Security Register, within 30 days after the
filing
thereof with the Trustee, such summaries of any information, documents
and
reports required to be filed by the Company pursuant to paragraphs (1)
and (2)
of this Section as may be required by rules and regulations prescribed
from time
to time by the Commission.

                  If at any time while any of the Securities are
"restricted
securities" within the meaning of Rule 144, the Company is no longer
subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act,
the
Company will prepare and will furnish to any Holder, any beneficial owner
of
Securities and any prospective purchaser of Securities designated by a
Holder or
a beneficial owner of Securities, promptly upon request, the


                                       21


information required pursuant to Rule 144A(d)(4) (or any successor
thereto)
under the Securities Act in connection with the offer, sale or transfer
of
Securities.

Section 310       CONSOLIDATION, MERGER AND SALE.

      Section 8.1 of the Indenture is, with respect to the 2021
Debentures only,
hereby amended and restated in its entirety to read as follows:

            The Company shall not consolidate with or merge into any
other
entity or convey or transfer its properties and assets substantially as
an
entirety to any entity, unless:

      (a) the successor or transferee entity is a corporation, limited
liability
company trust or partnership organized under the laws of the United
States or
any State of the United States or the District of Columbia or the
Republic of
Panama or any other country recognized by the United States and all
political
subdivisions of such countries;

      (b) the successor or transferee entity, if other than the Company,
expressly assumes by a supplemental indenture executed and delivered to
the
Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual
payment of the principal of, any premium on and any interest on, all the
outstanding 2021 Debentures and the performance of every covenant in the
Indenture (as supplemented by this Supplemental Indenture) to be
performed or
observed by the Company and provides for conversion rights in accordance
with
applicable provisions of the Indenture and this Supplemental Indenture;

      (c) immediately after giving the effect to the transaction, no
Event of
Default and no event which, after notice or lapse of time or both, would
become
an Event of Default, has occurred and is continuing; and

      (d) the Company has delivered to the Trustee an officers'
certificate and
an opinion of counsel, each in the form required by the Indenture and
this
Supplemental Indenture, stating that such consolidation, merger,
conveyance or
transfer and such supplemental indenture comply with the foregoing
provisions
relating to such transaction.

Section 311       SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

      Section 9.1 of the Indenture is hereby amended, subject to Section
301
hereof and with respect to the 2021 Debentures only, by inserting the
following
paragraph:

      (12) to add any rights for the benefit of Holders of 2001
Debentures; and

      (13) to provide any additional events of default.

      Section 312 Supplemental Indenture with Consent of Holder.

      Section 9.2 of the Indenture is, with respect to the 2021
Debentures only,
hereby amended and restated in its entirety to read as follows:


                                       22


      With the consent of the Holders of not less than a majority in
principal
amount of the Outstanding 2021 Debentures, by Act of said Holders
delivered to
the Company and the Trustee, the Company, when authorized by a Board
Resolution,
and the Trustee may from time to time and at any time enter into an
indenture or
indentures supplemental hereto (which shall conform to the provisions of
the
Trust Indenture Act of 1939 as in force at the date of execution thereof)
for
the purpose of adding any provisions to or changing in any manner or
eliminating
any of the provisions of this Indenture or of any supplemental indenture
or of
modifying in any manner the rights of the Holders of 2021 Debentures;
provided,
however, that no such supplemental indenture shall (i) change the
Maturity of
any payment of principal of, or any premium on, or any installment of
interest
on any 2021 Debenture, or reduce the principal amount thereof or the rate
of
interest or any premium thereon, or change the place of payment where, or
the
coin or currency in which any 2021 Debenture or any premium or interest
thereon
is payable, or impair the right to institute suit for the enforcement of
any
such payment on or after the Maturity thereof (or, in the case of
redemption or
repayment, on or after the redemption date or the repayment date, as the
case
may be), (ii) adversely affect the conversion rights of the Holders under
Article Four of the Supplemental Indenture or the right of Holders to
require
the Company to repurchase the 2021 Debentures under Articles Six and
Seven of
the Supplemental Indenture, (iii) reduce the percentage in aggregate
principal
amount of the Outstanding 2021 Debentures, the consent of whose holders
is
required for any such modification, or the consent of whose holders is
required
for any waiver of compliance with the provisions of the Indenture or the
Supplemental Indenture or for any waiver of an Event of Default; or (iv)
modify
this Section 9.2, except to increase any percentages required for
approval or to
provide that certain other provisions of the Indenture or the
Supplemental
Indenture cannot be modified or waived without the consent of the Holder
of each
Outstanding 2021 Debenture affected thereby.

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

      Upon the request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture,
and
upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of
such
supplemental indenture. It shall not be necessary for any Act of Holders
under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the
substance
thereof.

Section 313       MAINTENANCE OF OFFICE OR AGENCY.

      The first paragraph of Section 10.2 of the Indenture is hereby
amended,
subject to Section 301 hereof and with respect to the 2021 Debentures
only, by
changing the first sentence thereof to read in its entirety as follows:

      The Company shall maintain in each Place of Payment for the 2021
Debentures an office or agency where the 2021 Debentures may be presented
or
surrendered for payment, where the 2021 Debentures may be surrendered for
registration of transfer or exchange, where the 2021


                                       23


Debentures may be surrendered for conversion and where notices and
demands to or
upon the Company in respect of the 2021 Debentures and this Indenture may
be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at
any
time the Company shall fail to maintain any such required office or
agency or
shall fail to furnish the Trustee with the address thereof, such
presentations,
surrenders, notices and demands may be made or served at the Corporate
Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its
agent
to receive all such presentations, surrenders, notices and demands.

Section 314       REDEMPTION.

            (a) Section 11.4 of the Indenture is hereby amended, subject
to
Section 301 hereof and with respect to the 2021 Debentures only, by
deleting the
word "and" at the end of paragraph (5) thereof, replacing the period at
the end
of paragraph (6) thereof with ", and" and by inserting the following
paragraph:

      (7) the election of the Company (which, subject to the provisions
of
Article Four of the Supplemental Indenture, shall be irrevocable) to
deliver
shares of Common Stock or to pay cash or a combination of cash and Common
Stock
in lieu of delivery of such shares with respect to any 2021 Debentures.

Section 315       CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

      In connection with 2021 Debentures, the Company may arrange for the
purchase and conversion of any 2021 Debentures called for redemption by
an
agreement with one or more investment bankers or other purchasers to
purchase
such 2021 Debentures by paying to a Paying Agent (other than the Company
or any
of its Affiliates) in trust for the Holders, on or before 11:00 A.M. New
York
City time on the Redemption Date, an amount that, together with any
amounts
deposited with such Paying Agent by the Company for the redemption of
such 2021
Debentures, is not less than the Redemption Price of such 2021
Debentures.
Notwithstanding anything to the contrary contained in this Article, the
obligation of the Company to pay the Redemption Price of such 2021
Debentures
shall be deemed to be satisfied and discharged to the extent such amount
is so
paid by such purchasers; provided, however, that nothing in this Section
319
shall relieve the Company of its obligation to pay the Redemption Price
of 2021
Debentures called for redemption. If such an agreement is entered into,
any 2021
Debentures called for redemption and not surrendered for conversion by
the
Holders thereof prior to the relevant Redemption Date may, at the option
of the
Company upon written notice to the Trustee, be deemed, to the fullest
extent
permitted by law, acquired by such purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article Four)
surrendered
by such purchasers for conversion, all as of immediately prior to the
close of
business on the Business Day immediately prior to the Redemption Date,
subject
to payment of the above amount as aforesaid. The Paying Agent shall hold
and pay
to the Holders whose 2021 Debentures are selected for redemption any such
amount
paid to it for purchase in the same manner as it would money deposited
with it
by the Company for the redemption of 2021 Debentures. Without the Paying
Agent's
prior written consent, no arrangement between the Company and such
purchasers
for the purchase and conversion of any 2021 Debentures shall increase or
otherwise affect any of the powers, duties, responsibilities or
obligations of
the


                                       24


Paying Agent as set forth in this Indenture, and the Company agrees to
indemnify
the Paying Agent from, and hold it harmless against, any loss, liability
or
expense arising out of or in connection with any such arrangement for the
purchase and conversion of any 2021 Debentures between the Company and
such
purchasers, including the costs and expenses incurred by the Paying Agent
in the
defense of any claim or liability reasonably incurred without negligence
or bad
faith on its part arising out of or in connection with the exercise or
performance of any of its powers, duties, responsibilities or obligations
under
this Indenture, in accordance with the indemnity provisions applicable to
the
Trustee set forth herein.

Section 316       OPTIONAL REDEMPTION OR ASSUMPTION OF SECURITIES UNDER
CERTAIN
                  CIRCUMSTANCES.

      The Debentures may be redeemed in accordance with Section 11.8 of
the
Indenture which is hereby amended, subject to Section 301 hereof and with
respect to the 2021 Debentures only, by adding the following subsection:

      (c) In the event that the 2021 Debentures are called for redemption
pursuant to the terms of this Section, the Holders of 2021 Debentures
shall have
all rights, including rights to conversion and to the receipt of interest
upon
conversion, which such Holders would have had if the 2021 Debentures had
been
called for redemption by the Company pursuant to Article Five hereof.

                                  ARTICLE FOUR

                                   CONVERSION

Section 401       CONVERSION RIGHTS.

      2021 Debentures shall be convertible in accordance with their terms
and in
accordance with this Article.

      The initial conversion rate (the "Conversion Rate") is 25.5467
shares of
Common Stock per $1,000 principal amount of 2021 Debentures, subject to
adjustment upon the occurrence of certain events described in this
Article. A
Holder of a 2021 Debenture otherwise entitled to a fractional share shall
receive cash in an amount equal to the value of such fractional share
based on
the Sale Price on the trading day immediately preceding the Conversion
Date.
Upon a conversion, the Company may deliver cash or a combination of cash
and
Common Stock in lieu of Common Stock, as described in Section 405.

      A Holder of 2021 Debentures is not entitled to any rights of a
holder of
Common Stock until such Holder has converted its 2021 Debentures to
Common
Stock, and only to the extent such 2021 Debentures are deemed to have
been
converted into Common Stock pursuant to this Article.

Section 402       CONVERSION RIGHTS BASED ON COMMON STOCK PRICE.

      Commencing after May 31, 2001, a Holder of a 2021 Debenture may
convert
the principal amount of such 2021 Debentures into shares of Common Stock
in any
fiscal quarter


                                       25


(and only during such fiscal quarter), if, as of the last day of the
preceding
fiscal quarter, the closing sale price of the Common Stock for at least
20
Trading Days in a period of 30 consecutive Trading Days ending on the
last
Trading Day of such preceding fiscal quarter is more than 110% of the
Conversion
Price (as defined below) per share of Common Stock that is in effect on
such
last day of such preceding fiscal quarter.

      The "Conversion Price" per share of Common Stock shall initially
equal
$39.14 and shall be adjusted as described in Section 409(g).

Section 403       CONVERSION RIGHTS UPON NOTICE OF REDEMPTION.

      A Holder of a 2021 Debenture may surrender for conversion a 2021
Debenture
called for redemption under Article Five hereof at any time prior to the
close
of business on the Redemption Date, even if it is not otherwise
convertible at
such time. A 2021 Debenture for which a Holder has delivered a Repurchase
Notice
as described in Section 601 or a Change in Control Purchase Notice as
described
in Section 701 requiring the Company to purchase such 2021 Debentures may
be
surrendered for conversion only if such notice is withdrawn in accordance
with
this Supplemental Indenture.

      In case a 2021 Debenture or portion thereof is called for
redemption
pursuant to Article Eleven of the Indenture and/or Article Five hereof,
such
conversion right shall terminate at the close of business on the Business
Day
immediately preceding the Redemption Date for such 2021 Debenture or such
earlier date as the Holder presents such 2021 Debenture for redemption
(unless
the Company shall default in making the payment of the Redemption Price
when
due, in which case the conversion right shall terminate at the close of
business
on the date such default is cured and such Redemption Price is paid).

Section 404       CONVERSION RIGHTS UPON OCCURRENCE OF CERTAIN CORPORATE
                  TRANSACTIONS.

      If the Corporation is a party to a consolidation, merger or binding
share
exchange pursuant to which the shares of Common Stock would be converted
into
cash, securities or other property, any 2021 Debenture may be surrendered
for
conversion at any time from and after the date which is 15 days prior to
the
anticipated effective date of the transaction until 15 days after the
actual
date of such transaction and, at the effective time of the transaction,
the
right to convert a 2021 Debenture into shares of Common Stock shall be
changed
into a right to convert such 2021 Debenture into the kind and amount of
cash,
securities or other property of the Company or another person which the
Holder
would have received if the Holder had converted such 2021 Debenture
immediately
prior to the transaction. Notwithstanding anything to the contrary, no
2021
Debentures may be surrendered for conversion pursuant to this Section 404
by
reason of the completion of a merger, consolidation or other transaction
effected with one of the Company's Affiliates for the purpose of (i)
changing
the Company's jurisdiction of organization or (ii) effecting a corporate
reorganization, including, without limitation, the implementation of a
holding
company structure.

Section 405 CONVERSION PROCEDURES.

      To convert a 2021 Debenture, a Holder must (a) complete and
manually sign
the conversion notice or a facsimile of the Conversion Notice on the back
of the
2021 Debenture and


                                       26


deliver such notice to a Conversion Agent, (b) surrender the 2021
Debenture to a
Conversion Agent, (c) furnish appropriate endorsements and transfer
documents if
required by the Security Registrar or a Conversion Agent, and (d) pay any
transfer or similar tax, if required. The date on which the Holder
satisfies all
of those requirements is the "Conversion Date." Within two Business Days
following the Conversion Date, the Company shall deliver to the Holder,
through
the Conversion Agent, written notice of whether such 2021 Debentures
shall be
converted into Common Stock or paid in cash or a combination of cash and
Common
Stock, unless the Company shall have delivered to such Holder notice of
redemption pursuant to Section 11.4 of the Indenture and the Conversion
Date
occurs before the Redemption Date set forth in such notice. If the
Company shall
have notified the Holder that all of such 2021 Debentures shall be
converted
into Common Stock, the Company shall deliver to the Holder through the
Conversion Agent, as soon as practicable but in any event no later than
the
fifth Business Day following the Conversion Date, a certificate for the
number
of whole shares of Common Stock issuable upon the conversion and cash in
lieu of
any fractional shares pursuant to Section 406. Except as otherwise
provided in
this Article Four, if the Company shall have notified the Holder that all
or a
portion of such 2021 Debenture shall be paid in cash, the Company shall
deliver
to the Holder surrendering such 2021 Debenture the amount of cash payable
with
respect to such 2021 Debenture no later than the tenth Business Day
following
such Conversion Date, together with a certificate for the number of full
shares
of Common Stock deliverable upon the conversion and cash in lieu of any
fractional share determined pursuant to Section 406 hereof. Except as
otherwise
provided in this Article Four, the Company may not change its election
with
respect to the consideration to be delivered upon conversion of a 2021
Debenture
once the Company has notified the Holder in accordance with this
paragraph.
Anything herein to the contrary notwithstanding, in the case of Global
Securities, conversion notices may be delivered and such 2021 Debentures
may be
surrendered for conversion in accordance with the Applicable Procedures
of the
Depositary as in effect from time to time. The Person in whose name the
Common
Stock certificate is registered shall be deemed to be a shareholder of
record on
the Conversion Date; PROVIDED, HOWEVER, that no surrender of a 2021
Debenture on
any date when the stock transfer books of the Company are closed shall be
effective to constitute the Person or Persons entitled to receive the
shares of
Common Stock upon such conversion as the record holder or holders of such
shares
of Common Stock on such date, but such surrender shall be effective to
constitute the Person or Persons entitled to receive such shares of
Common Stock
as the record holder or holders thereof for all purposes at the close of
business on the next succeeding day on which such stock transfer books
are open;
PROVIDED FURTHER, HOWEVER, that such conversion shall be at the
Conversion Rate
in effect on the date that such 2021 Debenture shall have been
surrendered for
conversion, as if the stock transfer books of the Company had not been
closed.
Upon conversion of a 2021 Debenture, such Person shall no longer be a
Holder of
such 2021 Debenture.

      No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in
this
Article. On conversion of a 2021 Debenture, except as provided below in
the case
of certain 2021 Debentures or portions thereof called for redemption
described
in Section 304 hereof, that portion of accrued and unpaid interest on the
converted 2021 Debenture attributable to the period from the most recent
Interest Payment Date (or, if no Interest Payment Date has occurred, from
the
Issue Date) through the Conversion Date attributable to the most recent
accrual
date with respect to the converted 2021 Debenture shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full
to


                                       27


the Holder thereof through delivery of the Common Stock (together with
the cash
payment, if any, in lieu of fractional shares), or cash or a combination
of cash
and Common Stock in lieu thereof, in exchange for the 2021 Debenture
being
converted pursuant to the provisions hereof, and the fair market value of
such
shares of Common Stock (together with any such cash payment in lieu of
fractional shares), or cash or a combination of cash and Common Stock in
lieu
thereof, shall be treated as issued, to the extent thereof, first in
exchange
for accrued and unpaid interest through the Conversion Date and the
balance, if
any, of such fair market value of such Common Stock (and any such cash
payment),
or cash in lieu thereof, shall be treated as issued in exchange for the
principal amount of the 2021 Debenture being converted pursuant to the
provisions hereof.

      If a Holder converts more than one 2021 Debenture at the same time,
the
number of shares of Common Stock issuable upon the conversion shall be
based on
the aggregate principal amount of 2021 Debentures converted.

      Upon surrender of a 2021 Debenture that is converted in part, the
Company
shall execute, and the Trustee shall authenticate and deliver to the
Holder, a
new 2021 Debenture equal in principal amount to the principal amount of
the
unconverted portion of the 2021 Debenture surrendered.

      2021 Debentures or portions thereof surrendered for conversion
during the
period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the opening of business on such
Interest
Payment Date shall (except for 2021 Debentures called for redemption
pursuant to
Article Five hereof on a Redemption Date that occurs during the period
between a
Regular Record Date and the third business day after the Interest Payment
Date
to which such Regular Record Date relates) be accompanied by payment to
the
Company or its order, in New York Clearing House funds or other funds
acceptable
to the Company, of an amount equal to the interest payable on such
Interest
Payment Date on the principal amount of 2021 Debentures or portions
thereof
being surrendered for conversion.

      The Holders' rights to convert 2021 Debentures into Common Stock
are
subject to the Company's right to elect instead to pay each such Holder
the
amount of cash set forth in the next succeeding sentence (or an
equivalent
amount in a combination of cash and shares of Common Stock), in lieu of
delivering such Common Stock; PROVIDED, HOWEVER, that if an Event of
Default
(other than a default in a cash payment upon conversion of the 2021
Debentures)
shall have occurred and be continuing, the Company shall deliver Common
Stock in
accordance with this Article, whether or not the Company has delivered a
notice
pursuant to Section 11.4 of the Indenture or Section 405 hereof to the
effect
that the Debentures would be paid in cash or a combination of cash and
Common
Stock. The amount of cash to be paid pursuant to Section 405 hereof for
each
$1,000 of principal amount of a 2021 Debenture (or portion thereof) upon
conversion shall be equal to the average Sale Price of the Common Stock
for the
five consecutive trading days immediately following (i) the date of the
Company's notice of its election to deliver cash upon conversion, if the
Company
shall not have given a notice of redemption pursuant to Section 11.4 of
the
Indenture, or (ii) the Conversion Date, in the case of a conversion
following
such a notice of redemption specifying an intent to deliver cash upon
conversion, in either case multiplied by the Conversion Rate (or
appropriate
fraction of such Conversion Rate) in effect on such Conversion Date.


                                       28


Section 406       FRACTIONAL SHARES.

      The Company shall not issue a fractional share of Common Stock upon
conversion of a Security. Instead, the Company will deliver cash for the
current
market value of the fractional share. The current market value of a
fractional
share of Common Stock shall be determined, to the nearest 1/1,000th of a
share,
by multiplying the Sale Price on the Trading Day immediately prior to the
Conversion Date, of a full share of Common Stock by the fractional amount
and
rounding the product to the nearest whole cent.

Section 407       TAXES ON CONVERSION.

      If a Holder converts a 2021 Debenture, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of
shares
of Common Stock upon such conversion. However, the Holder shall pay any
such tax
which is due because the Holder requests the shares to be issued in a
name other
than the Holder's name. The Conversion Agent may refuse to deliver the
certificate representing the Common Stock being issued in a name other
than the
Holder's name until the Conversion Agent receives a sum sufficient to pay
any
tax which will be due because the shares are to be issued in a name other
than
the Holder's name. Nothing herein shall preclude any tax withholding
required by
law or regulation.

Section 408       COMPANY TO PROVIDE COMMON STOCK.

      The Company shall, prior to issuance of any 2021 Debentures under
this
Article, and from time to time as may be necessary, reserve, out of its
authorized but unissued Common Stock, a sufficient number of shares of
Common
Stock to permit the conversion of all 2021 Debentures Outstanding into
shares of
Common Stock. All shares of Common Stock delivered upon conversion of the
2021
Debentures shall be newly issued shares, shall be duly authorized,
validly
issued, fully paid and nonassessable and shall be free from preemptive
rights
and free of any Lien or adverse claim.

      The Company will endeavor promptly to comply with all federal and
state
securities laws regulating the registration of the offer and delivery of
shares
of Common Stock to a converting Holder upon conversion of 2021
Debentures, if
any, and will list or cause to have quoted such shares of Common Stock on
each
national securities exchange or on the NASDAQ National Market or other
over-the-counter market or such other market on which the Common Stock
are then
listed or quoted.

Section 409       ADJUSTMENT OF CONVERSION RATE.

      The Conversion Rate shall be adjusted from time to time by the
Company as
follows:

      (a) In case the Company (i) pays a dividend on its Common Stock in
shares
of Common Stock, (ii) makes a distribution on its Common Stock in shares
of
Common Stock, (iii) subdivides its outstanding Common Stock into a
greater
number of shares, or (iv) combines its outstanding Common Stock into a
smaller
number of shares, the Conversion Rate in effect thereto shall be adjusted
so
that the Holder of any 2021 Debenture thereafter surrendered for
conversion
shall be entitled to receive that number of shares of Common Stock which
it
would have owned had such 2021 Debenture been converted immediately prior
to the


                                       29


happening of such event. An adjustment made pursuant to this subsection
(a)
shall become effective immediately after the record date in the case of a
dividend or distribution and shall become effective immediately after the
effective date in the case of subdivision or combination.

      (b) In case the Company issues rights or warrants to all or
substantially
all holders of its Common Stock entitling them (for a period commencing
no
earlier than the record date described below and expiring not more than
60 days
after such record date) to subscribe for or purchase shares of Common
Stock (or
securities convertible into Common Stock) at a price per share (or having
a
conversion price per share) less than the current market price per share
of
Common Stock (as determined in accordance with subsection (e) of this
Section
409) on the record date for the determination of shareholders entitled to
receive such rights or warrants, the Conversion Rate in effect
immediately prior
thereto shall be adjusted so that the same shall equal the rate
determined by
multiplying the Conversion Rate in effect immediately prior to such
record date
by a fraction of which the numerator shall be the number of shares of
Common
Stock outstanding on such record date plus the number of additional
shares of
Common Stock offered (or into which the convertible securities so offered
are
convertible), and of which the denominator shall be the number of shares
of
Common Stock outstanding on such record date plus the number of shares
which the
aggregate offering price of the total number of shares of Common Stock so
offered (or the aggregate conversion price of the convertible securities
so
offered, which shall be determined by multiplying the number of shares of
Common
Stock issuable upon conversion of such convertible securities by the
conversion
price per share of Common Stock pursuant to the terms of such convertible
securities) would purchase at the current market price per share (as
determined
in accordance with subsection (e) of this Section 409) of Common Stock on
such
record date. Such adjustment shall be made successively whenever any such
rights
or warrants are issued, and shall become effective immediately after such
record
date. If at the end of the period during which such rights or warrants
are
exercisable not all rights or warrants shall have been exercised, the
adjusted
Conversion Rate shall be immediately readjusted to what it would have
been based
upon the number of additional shares of Common Stock actually issued (or
the
number of shares of Common Stock issuable upon conversion of convertible
securities actually issued).

      (c) In case the Company distributes to all or substantially all
holders of
its Common Stock any shares of capital stock (other than dividends or
distributions of Common Stock on Common Stock to which Section 409(a)
applies)
of the Company, evidences of indebtedness or other assets (including
securities
of any Person other than the Company, but excluding all-cash
distributions or
any rights or warrants referred to in Section 409(b)), then in each such
case
the Conversion Rate shall be adjusted so that the same shall equal the
rate
determined by multiplying the current Conversion Rate by a fraction of
which the
numerator shall be the current market price per share (as determined in
accordance with subsection (e) of this Section 409) of the Common Stock
on the
record date mentioned below, and of which the denominator shall be the
current
market price per share (as determined in accordance with subsection (e)
of this
Section 409) of the Common Stock on such record date less the fair market
value
on such record date (as determined by the Board of Directors, whose
determination shall be conclusive evidence of such fair market value and
which
shall be evidenced by an Officers' Certificate delivered to the Trustee)
of the
portion of the capital stock, evidences of indebtedness or other non-cash
assets
so distributed applicable to one share of Common Stock (determined on the
basis
of the number of shares of Common Stock outstanding on the record date).
Such
adjustment shall be


                                       30


made successively whenever any such distribution is made and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such distribution.

      In the event that the Company implements a shareholder rights plan,
such
rights plan shall provide, subject to customary exceptions and
limitations, that
upon conversion of the 2021 Debentures the Holders will receive, in
addition to
the Common Stock issuable upon such conversion, the rights issued under
such
rights plan (notwithstanding the occurrence of an event causing such
rights to
separate from the Common Stock at or prior to the time of conversion).
Any
distribution of rights or warrants pursuant to a shareholder rights plan
complying with the requirements set forth in the immediately preceding
sentence
of this paragraph shall not constitute a distribution of rights or
warrants for
the purposes of this Section 409(c) or any other provision of this
Section 409.

      Rights or warrants distributed by the Company to all holders of
Common
Stock entitling the holders thereof to subscribe for or purchase shares
of the
Company's capital stock (either initially or under certain
circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of
Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of
future
issuances of Common Stock, shall be deemed not to have been distributed
for
purposes of this Section 409(c) or any other provision of this Section
409(c)
(and no adjustment to the Conversion Rate under this Section 409(c) or
any other
provision of this Section 409 will be required) until the occurrence of
the
earliest Trigger Event. If such right or warrant is subject to subsequent
events, upon the occurrence of which such right or warrant shall become
exercisable to purchase different securities, evidences of indebtedness
or other
assets or entitle the holder to purchase a different number or amount of
the
foregoing or to purchase any of the foregoing at a different purchase
price,
then the occurrence of each such event shall be deemed to be the date of
issuance and record date with respect to a new right or warrant (and a
termination or expiration of the existing right or warrant without
exercise by
the holder thereof). In addition, in the event of any distribution (or
deemed
distribution) of rights or warrants, or any Trigger Event or other event
(of the
type described in the preceding sentence) with respect thereto, that
resulted in
an adjustment to the Conversion Rate under this Section 409(c), (1) in
the case
of any such rights or warrants which shall all have been redeemed or
repurchased
without exercise by any holders thereof, the Conversion Rate shall be
readjusted
upon such final redemption or repurchase to give effect to such
distribution or
Trigger Event, as the case may be, as though it were a cash distribution,
equal
to the per share redemption or repurchase price received by a holder of
Common
Stock with respect to such rights or warrants (assuming such holder had
retained
such rights or warrants), made to all holders of Common Stock as of the
date of
such redemption or repurchase, and (2) in the case of such rights or
warrants
all of which shall have expired or been terminated without exercise, the
Conversion Rate shall be readjusted as if such rights and warrants had
never
been issued.

      (d)(1) In case the Company, by dividend or otherwise, at any time
distributes (a "Triggering Distribution") to all or substantially all
holders of
its Common Stock all-cash distributions in an aggregate amount that,
together
with the aggregate amount of (A) any cash and the fair market value (as
determined by the Board of Directors, whose determination shall be
conclusive
evidence thereof and which shall be evidenced by an Officers' Certificate
delivered to


                                       31


the Trustee) of any other consideration payable in respect of any tender
offer
by the Company or a Subsidiary of the Company for Common Stock
consummated
within the 12 months preceding the date of payment of the Triggering
Distribution and in respect of which no Conversion Rate adjustment
pursuant to
this Section 409 has been made and (B) all other cash distributions to
all or
substantially all holders of its Common Stock made within the 12 months
preceding the date of payment of the Triggering Distribution and in
respect of
which no Conversion Rate adjustment pursuant to this Section 409 has been
made,
exceeds an amount equal to 7.5% of the product of the current market
price per
share of Common Stock (as determined in accordance with subsection (e) of
this
Section 409) on the Business Day (the "Determination Date") immediately
preceding the day on which such Triggering Distribution is declared by
the
Company multiplied by the number of shares of Common Stock outstanding on
the
Determination Date (excluding shares held in the treasury of the
Company), the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying such Conversion Rate in effect immediately
prior to
the Determination Date by a fraction of which the numerator shall be such
current market price per share of Common Stock (as determined in
accordance with
subsection (e) of this Section 409) on the Determination Date, and the
denominator shall be the current market price per share of Common Stock
(as
determined in accordance with subsection (e) of this Section 409) on the
Determination Date less the sum of the aggregate amount of cash and the
aggregate fair market value (determined as aforesaid) of any such other
consideration so distributed, paid or payable within such 12 months
(including,
without limitation, the Triggering Distribution) applicable to one share
of
Common Stock (determined on the basis of the number of shares of Common
Stock
outstanding on the Determination Date), such increase to become effective
immediately prior to the opening of business on the day following the
date on
which the Triggering Distribution is paid.

      (2) In case any tender offer made by the Company or any of its
Subsidiaries for Common Stock expires and such tender offer (as amended
upon the
expiration thereof) involves the payment of aggregate consideration in an
amount
(determined as the sum of the aggregate amount of cash consideration and
the
aggregate fair market value (as determined by the Board of Directors,
whose
determination shall be conclusive evidence thereof and which shall be
evidenced
by an Officers' Certificate delivered to the Trustee thereof ) of any
other
consideration) that, together with the aggregate amount of (A) any cash
and the
fair market value (as determined by the Board of Directors, whose
determination
shall be conclusive evidence thereof and which shall be evidenced by an
Officers' Certificate delivered to the Trustee) of any other
consideration
payable in respect of any other tender offers by the Company or any
Subsidiary
of the Company for Common Stock consummated within the 12 months
preceding the
date of the Expiration Date (as defined below) and in respect of which no
Conversion Rate adjustment pursuant to this Section 409 has been made and
(B)
all cash distributions to all or substantially all holders of its Common
Stock
made within the 12 months preceding the Expiration Date and in respect of
which
no Conversion Rate adjustment pursuant to this Section 409 has been made,
exceeds an amount equal to 7.5% of the product of the current market
price per
share of Common Stock (as determined in accordance with subsection (e) of
this
Section 409) as of the last date (the "Expiration Date") tenders could
have been
made pursuant to such tender offer (as it may be amended) (the last time
at
which such tenders could have been made on the Expiration Date is
hereinafter
sometimes called the "Expiration Time") multiplied by the number of
shares of
Common Stock outstanding (including tendered shares but excluding any
shares
held in the treasury of the Company) at the Expiration Time, then,


                                       32


immediately prior to the opening of business on the day after the
Expiration
Date, the Conversion Rate shall be increased so that the same shall equal
the
rate determined by multiplying the Conversion Rate in effect immediately
prior
to close of business on the Expiration Date by a fraction of which the
numerator
shall be the sum of (x) the aggregate consideration (determined as
aforesaid)
payable to stockholders based on the acceptance (up to any maximum
specified in
the terms of the tender offer) of all shares validly tendered and not
withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares") and (y) the product
of the
number of shares of Common Stock outstanding (less any Purchased Shares
and
excluding any shares held in the treasury of the Company) at the
Expiration Time
and the current market price per share of Common Stock (as determined in
accordance with subsection (e) of this Section 409) on the Trading Day
next
succeeding the Expiration Date, and the denominator shall be the product
of the
number of shares of Common Stock outstanding (including tendered shares
but
excluding any shares held in the treasury of the Company) at the
Expiration Time
multiplied by the current market price per share of Common Stock (as
determined
in accordance with subsection (e) of this Section 409) on the Trading Day
next
succeeding the Expiration Date, such increase to become effective
immediately
prior to the opening of business on the day following the Expiration
Date. In
the event that the Company is obligated to purchase shares pursuant to
any such
tender offer, but the Company is permanently prevented by applicable law
from
effecting any or all such purchases or any or all such purchases are
rescinded,
the Conversion Rate shall again be adjusted to be the Conversion Rate
which
would have been in effect based upon the number of shares actually
purchased. If
the application of this Section 409(d)(2) to any tender offer would
result in a
decrease in the Conversion Rate, no adjustment shall be made for such
tender
offer under this Section 409(d)(2).

      (3) For purposes of this Section 409(d), the term "tender offer"
shall
mean and include both tender offers and exchange offers, all references
to
"purchases" of shares in tender offers (and all similar references) shall
mean
and include both the purchase of shares in tender offers and the
acquisition of
shares pursuant to exchange offers, and all references to "tendered
shares" (and
all similar references) shall mean and include shares tendered in both
tender
offers and exchange offers.

      (e) For the purpose of any computation under subsections (b), (c)
and (d)
of this Section 409 the current market price per share of Common Stock on
any
date shall be deemed to be the average of the daily closing prices for
the 10
consecutive Trading Days commencing five Trading Days before (i) the
Determination Date or the Expiration Date, as the case may be, with
respect to
distributions or tender offers under subsection (d) of this Section 409
or (ii)
the record date with respect to distributions, issuances or other events
requiring such computation under subsection (b) or (c) of this Section
409. The
closing price for each day shall be the last reported sales price or, in
case no
such reported sale takes place on such date, the average of the reported
closing
bid and asked prices in either case on the New York Stock Exchange (the
"NYSE")
or, if the Common Stock is not listed or admitted to trading on the NYSE,
on the
principal national securities exchange on which the Common Stock are
listed or
admitted to trading or, if not listed or admitted to trading on any
national
securities exchange, the last reported sales price of the Common Stock as
quoted
on NASDAQ (the term "NASDAQ" shall include, without limitation, the
NASDAQ
National Market) or, in case no reported sales takes place, the average
of the
closing bid and asked prices as quoted on NASDAQ or any comparable system
or, if
the


                                       33


Common Stock is not quoted on NASDAQ or any comparable system, the
closing sales
price or, in case no reported sale takes place, the average of the
closing bid
and asked prices, as furnished by any two members of the National
Association of
Securities Dealers, Inc. selected from time to time by the Company for
that
purpose. If no such prices are available, the current market price per
share
shall be the fair value of a share of Common Stock as determined by the
Board of
Directors (which shall be evidenced by an Officers' Certificate delivered
to the
Trustee).

      (f) In any case in which this Section 409 requires that an
adjustment be
made following a record date or a Determination Date or Expiration Date,
as the
case may be, established for purposes of this Section 409, the Company
may elect
to defer (but only until five Business Days following the filing by the
Company
with the Trustee of the certificate described in Section 412) issuing to
the
Holder of any 2021 Debenture converted after such record date or
Determination
Date or Expiration Date the shares of Common Stock and other capital
stock of
the Company issuable upon such conversion over and above the shares of
Common
Stock and other capital stock of the Company issuable upon such
conversion only
on the basis of the Conversion Rate prior to adjustment; and, in lieu of
the
shares the issuance of which is so deferred, the Company shall issue or
cause
its transfer agents to issue due bills or other appropriate evidence
prepared by
the Company of the right to receive such shares. If any distribution in
respect
of which an adjustment to the Conversion Rate is required to be made as
of the
record date or Determination Date or Expiration Date therefor is not
thereafter
made or paid by the Company for any reason, the Conversion Rate shall be
readjusted to the Conversion Rate which would then be in effect if such
record
date had not been fixed or such effective date or Determination Date or
Expiration Date had not occurred.

      (g) Upon adjustment of the Conversion Rate pursuant to this Section
409,
the Conversion Price shall be adjusted to equal $1,000 divided by the
Conversion
Rate and rounded to the nearest cent.

      (h) Upon the election by the Company to make a distribution as
described
in paragraphs (b), (c) and (d) of this Section 409, which in the case of
paragraph (d) has a per share value equal to more than 15% of the Sale
Price of
shares of Common Stock on the Trading Day preceding the declaration date
for
such distribution, the Company shall give notice to Holders of the 2021
Debentures not less than 20 days prior to the ex-dividend date for such
distribution. Upon giving such notice, Holders may surrender the 2021
Debentures
for conversion pursuant to this Article Four at any time until the close
of
business on the Business Day prior to the ex-dividend date or until the
Company
publicly announces that such distribution will not be given effect.

Section 410       NO ADJUSTMENT.

      No adjustment in the Conversion Rate shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate as last adjusted; PROVIDED, HOWEVER, that any adjustments
which
by reason of this Section 410 are not required to be made shall be
carried
forward and taken into account in any subsequent adjustment. All
calculations
under this Article shall be made to the nearest cent or to the nearest
1/1000th
of a share, as the case may be.


                                       34


      Except pursuant to Section 414, no adjustment in the Conversion
Rate will
be made by reason of the completion of a merger, consolidation or other
transaction effected with one of the Company's Affiliates for the purpose
of (1)
changing the jurisdiction of organization of the Company or (2) effecting
a
corporate reorganization including, without limitation, the
implementation of a
holding company structure.

      No adjustment need be made for issuances of Common Stock pursuant
to a
Company plan for reinvestment of dividends or interest or for a change in
the
par value or a change to no par value of the Common Stock.

      To the extent that the 2021 Debentures become convertible into the
right
to receive cash, no adjustment need be made thereafter as to the cash.
Interest
will not accrue on the cash.

Section 411       ADJUSTMENT FOR TAX PURPOSES.

      The Company shall be entitled to make such adjustments in the
Conversion
Rate, in addition to those required by Section 409, as in its discretion
shall
determine to be advisable in order that any stock dividends, subdivisions
of
shares, distributions of rights to purchase stock or securities or
distributions
of securities convertible into or exchangeable for stock hereafter made
by the
Company to its stockholders shall not be taxable.

Section 412       NOTICE OF ADJUSTMENT.

      Whenever the Conversion Rate is adjusted, the Company shall
promptly mail
to Holders a notice of the adjustment and file with the Trustee an
Officers'
Certificate specifying the adjusted Conversion Rate, and briefly stating
the
facts requiring the adjustment and the manner of computing it.

Section 413       NOTICE OF CERTAIN TRANSACTIONS.

      In the event that:

      (1) the Company takes any action which would require an adjustment
in the
Conversion Rate,

      (2) the Company takes any action that requires a supplemental
indenture
pursuant to Section 414, or

      (3) there is a dissolution or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice
stating the
proposed record or effective date, as the case may be. The Company shall
mail
the notice at least fifteen days before such date. Failure to mail such
notice
or any defect therein shall not affect the validity of any transaction
referred
to in clause (1), (2) or (3) of this Section 413.


                                       35


Section 414       EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER
                  OR SALE ON CONVERSION PRIVILEGE.

      If any of the following shall occur, namely: (a) any
reclassification or
change of shares of Common Stock issuable upon conversion of the 2021
Debentures
(other than a change in par value, or from par value to no par value, or
from no
par value to par value, or as a result of a subdivision or combination);
(b) any
consolidation or merger in which the Company is a party consolidating
with
another entity or merging with or into another entity other than a merger
in
which the Company is the continuing corporation and which does not result
in any
reclassification of, or change (other than a change in par value, or from
par
value to no par value, or from no par value to par value, or as a result
of a
subdivision or combination) in, Outstanding shares of Common Stock; or
(c) any
sale or conveyance of all or substantially all of the property and assets
of the
Company to any Person, then the Company, or such successor, purchasing or
transferee corporation, as the case may be, shall, as a condition
precedent to
such reclassification, change, consolidation, merger, sale or conveyance,
execute and deliver to the Trustee a supplemental indenture providing
that the
Holder of each 2021 Debenture then Outstanding shall have the right to
convert
such 2021 Debenture into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such
reclassification,
change, consolidation, merger, sale or conveyance by a holder of the
number of
shares of Common Stock deliverable upon conversion of such 2021 Debenture
immediately prior to such reclassification, change, consolidation,
merger, sale
or conveyance. Such supplemental indenture shall provide for adjustments
of the
Conversion Rate which shall be as nearly equivalent as may be practicable
to the
adjustments of the Conversion Rate provided for in this Article. If, in
the case
of any such consolidation, merger, sale or conveyance, the stock or other
securities and property (including cash) receivable thereupon by a holder
of
Common Stock include shares of stock or other securities and property of
a
Person other than the successor, purchasing or transferee corporation, as
the
case may be, in such consolidation, merger, sale or conveyance, then such
supplemental indenture shall also be executed by such other Person and
shall
contain such additional provisions to protect the interests of the
Holders of
the 2021 Debentures as the Board of Directors shall reasonably consider
necessary by reason of the foregoing. The provisions of this Section 414
shall
similarly apply to successive reclassifications, changes, consolidations,
mergers, sales or conveyances.

      In the event the Company shall execute a supplemental indenture
pursuant
to this Section 414, the Company shall promptly file with the Trustee (x)
an
Officers' Certificate briefly stating the reasons therefor, the kind or
amount
of shares of stock or other securities or property (including cash)
receivable
by Holders of the 2021 Debentures upon the conversion of their 2021
Debentures
after any such reclassification, change, consolidation, merger, sale or
conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of
Counsel that
all conditions precedent have been complied with, and shall promptly mail
notice
thereof to all Holders.

Section 415       TRUSTEE'S DISCLAIMER.

      The Trustee shall have no duty to determine when an adjustment
under this
Article should be made, how it should be made or what such adjustment
should be,
but may accept as conclusive evidence of that fact or the correctness of
any
such adjustment, and shall be protected


                                       36


in relying upon, an Officers' Certificate including the Officers'
Certificate
with respect thereto which the Company is obligated to file with the
Trustee
pursuant to Section 412. The Trustee makes no representation as to the
validity
or value of any securities or assets issued upon conversion of 2021
Debentures,
and the Trustee shall not be responsible for the Company's failure to
comply
with any provisions of this Article.

      The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture
executed
pursuant to Section 414, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the
Officers'
Certificate with respect thereto which the Company is obligated to file
with the
Trustee pursuant to Section 414.

Section 416       VOLUNTARY INCREASE.

      The Company from time to time may increase the Conversion Rate by
any
amount for any period of time if the period is at least 20 days or such
longer
period as may be required by law and if the increase is irrevocable
during the
period.

                                  ARTICLE FIVE

              REDEMPTION OF DEBENTURES AT THE OPTION OF THE COMPANY

Section 501       GENERAL.

      Beginning on April 15, 2008, the Company may redeem the 2021
Debentures
for cash at any time as a whole, or from time to time in part, at a price
equal
to 100% of the principal amount of the 2021 Debentures to be redeemed
plus
accrued and unpaid interest to, but excluding, the Redemption Date in
accordance
with Article 11 of the Indenture and Section 318 of this Supplemental
Indenture.

                                  ARTICLE SIX

              REPURCHASE OF 2021 DEBENTURES AT OPTION OF THE HOLDER

Section 601       GENERAL.

      The Company shall be required to repurchase 2021 Debentures in
accordance
with this Article Six.

      2021 Debentures shall be purchased by the Company pursuant to the
terms
and conditions under the caption "Repurchase by the Company at the Option
of the
Holder" in the 2021 Debentures on any April 15 occurring in the years
2005, 2008
and 2011 (each, a "Repurchase Date"), at the repurchase price specified
therein
(each, a "Repurchase Price"), at the option of the Holder thereof, upon:

      (1) delivery to the Paying Agent, by the Holder of a written notice
of
purchase (a "Repurchase Notice") at any time from the opening of business
on the
date that is 20 Business Days prior to a Repurchase Date until the close
of
business on such Repurchase Date stating:


                                       37


            (A) if Certificated Security has been issued, the certificate
number
of the 2021 Debenture which the Holder will deliver to be repurchased or
if not,
such information as may be required under appropriate DTC Procedures,

            (B) the portion of the principal amount of the 2021 Debenture
which
the Holder will deliver to be repurchased, which portion must be $ 1,000
or an
integral multiple thereof,

            (C) that such 2021 Debenture shall be purchased as of the
Repurchase
Date pursuant to the terms and conditions specified under the paragraph
"Repurchase by the Company at the Option of the Holder" of the 2021
Debentures
and in the Indenture as supplemented by this Supplemental Indenture,

            (D) in the event that the Company elects, pursuant to Section
602
hereof, to pay the Repurchase Price to be paid as of such Repurchase
Date, in
whole or in part, in Common Stock but such portion of the Repurchase
Price shall
ultimately be payable to such Holder entirely in cash because any of the
conditions to payment of the Repurchase Price in Common Stock is not
satisfied
prior to the close of business on such Repurchase Date, as set forth in
Section
603 hereof, whether such Holder elects (i) to withdraw such Repurchase
Notice as
to some or all of the 2021 Debentures to which such Repurchase Notice
relates
(stating the principal amount and certificate numbers of the 2021
Debentures as
to which such withdrawal shall relate), or (ii) to receive cash in
respect of
the entire Repurchase Price for all 2021 Debentures (or portions thereof)
to
which such Repurchase Price relates, and

      (2) delivery of such 2021 Debenture to the Paying Agent prior to,
on or
after the Repurchase Date (together with all necessary endorsements) at
the
offices of the Paying Agent, such delivery being a condition to receipt
by the
Holder of the Repurchase Price therefor; PROVIDED, HOWEVER, that such
Repurchase
Price shall be so paid pursuant to this Article only if the 2021
Debenture so
delivered to the Paying Agent shall conform in all respects to the
description
thereof in the related Repurchase Notice.

      If a Holder, in such Holder's Repurchase Notice and in any written
notice
of withdrawal delivered by such Holder pursuant to the terms of Section
609
hereof, fails to indicate such Holder's choice with respect to the
election set
forth in clause (D) of Section 601(1), such Holder shall be deemed to
have
elected to receive cash in respect of the Repurchase Price for all 2021
Debentures subject to the Repurchase Notice in the circumstances set
forth in
such clause (D).

      The Company shall purchase from the Holder thereof, pursuant to
this
Article, a portion of a 2021 Debenture if the principal amount of such
portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture
that
apply to the purchase of all of a 2021 Debenture also apply to the
purchase of
such portion of such 2021 Debenture.

      Any purchase by the Company contemplated pursuant to the provisions
of
this Article shall be consummated by the delivery of the consideration to
be
received by the Holder (if any) promptly following the later of the
Repurchase
Date and the time of delivery of the 2021 Debenture.


                                       38


      Notwithstanding anything herein to the contrary, any Holder
delivering to
the Paying Agent the Repurchase Notice contemplated by this Section 601
shall
have the right to withdraw such Repurchase Notice at any time prior to
the close
of business on the Repurchase Date by delivery of a written notice of
withdrawal
to the Paying Agent in accordance with Section 609.

      The Paying Agent shall promptly notify the Company of the receipt
by it of
any Repurchase Notice or written notice of withdrawal thereof.

      The Company may, at its option, specify additional dates on which
Holders
will have the right to require it to repurchase 2021 Debentures upon
written
notice to the Trustee and the Holders. Such notice shall specify the
additional
dates upon which the Company shall be required to repurchase the 2021
Debentures
at the option of the Holders and shall be delivered to the Trustee and
the
Holders no less than 25 Business Days prior to the earliest repurchase
date
specified in such notice.

Section 602       THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF
                  REPURCHASE PRICE.

      (a) The Repurchase Price of 2021 Debentures in respect of which a
Repurchase Notice pursuant to Section 601 has been given, or a specified
percentage thereof, will be paid by the Company, at the election of the
Company,
with cash or Common Stock or in any combination of cash and Common Stock,
subject to the conditions set forth in Section 602 and 603 hereof. The
Company
shall designate, in the Company Notice delivered pursuant to Section 605
hereof,
whether the Company will purchase the 2021 Debentures for cash or Common
Stock,
or, if a combination thereof, the percentages of the Repurchase Price of
2021
Debentures in respect of which it will pay in cash and Common Stock;
provided,
however, that the Company will pay cash for fractional interests in
Common
Stock. For purposes of determining the existence of potential fractional
interests, all 2021 Debentures subject to purchase by the Company held by
a
Holder shall be considered together (no matter how many separate
certificates
are to be presented). Each Holder whose 2021 Debentures are purchased
pursuant
to this Article shall receive the same percentage of cash or Common Stock
in
payment of the Repurchase Price for such 2021 Debentures, except (i) as
provided
in Section 604 with regard to the payment of cash in lieu of fractional
Common
Stock and (ii) in the event that the Company is unable to purchase the
2021
Debentures of a Holder or Holders for Common Stock because any necessary
qualifications or registrations of the Common Stock under applicable
state
securities laws cannot be obtained, the Company may purchase the 2021
Debentures
of such Holder or Holders for cash. The Company may not change its
election with
respect to the consideration (or components or percentages of components
thereof) to be paid once the Company has given its Company Notice to
Holders
except pursuant to this Section 602 or pursuant to Section 604 in the
event of a
failure to satisfy, prior to the close of business on the Repurchase
Date, any
condition to the payment of the Repurchase Price, in whole or in part, in
Common
Stock.

      At least three Business Days before the Company Notice Date (as
defined in
Section 604 of this Supplemental Indenture), the Company shall deliver an
Officers' Certificate to the Trustee specifying:


                                       39


      (i)   the manner of payment selected by the Company,

      (ii)  the information required by Section 605,

      (iii) if the Company elects to pay the Repurchase Price, or a
specified
percentage thereof, in Common Stock, that the conditions to such manner
of
payment set forth in Section 604 have been or will be complied with, and

      (iv)  whether the Company desires the Trustee to give the Company
Notice
required by Section 605.

Section 603       PURCHASE WITH CASH.

      On each Repurchase Date, at the option of the Company, the
Repurchase
Price of 2021 Debentures in respect of which a Repurchase Notice pursuant
to
Section 601 has been given, or a specified percentage thereof, may be
paid by
the Company with cash equal to the aggregate Repurchase Price of such
2021
Debentures. If the Company elects to purchase 2021 Debentures with cash,
the
Company Notice, as provided in Section 605, shall be sent to Holders (and
to
beneficial owners as required by applicable law) not less than 20
Business Days
prior to such Purchase Date (the "Company Notice Date").

Section 604       PAYMENT BY ISSUANCE OF COMMON STOCK.

      On each Repurchase Date, at the option of the Company, the
Repurchase
Price of 2021 Debentures in respect of which a Repurchase Notice pursuant
to
Section 601 has been given, or a specified percentage thereof, may be
paid by
the Company by the issuance of a number of shares of Common Stock equal
to the
quotient obtained by dividing (i) the amount of cash to which the Holders
would
have been entitled had the Company elected to pay all or such specified
percentage, as the case may be, of the Repurchase Price of such 2021
Debentures
in cash by (ii) the Market Price of a share of Common Stock, subject to
the next
succeeding paragraph.

      The Company will not issue a fractional share of Common Stock in
payment
of the Repurchase Price. Instead the Company will pay cash for the
current
market value of the fractional share. The current market value of a
fraction of
a share of Common Stock shall be determined by multiplying the Market
Price by
such fraction and rounding the product to the nearest whole cent with one
half
cent being rounded upwards. It is understood that if a Holder elects to
have
more than one 2021 Debenture repurchased, the number of shares of Common
Stock
shall be based on the aggregate amount of 2021 Debentures to be
repurchased.

      If the Company elects to purchase the 2021 Debentures by the
issuance of
Common Stock, the Company Notice, as provided in Section 605, shall be
sent to
the Holders (and to beneficial owners as required by applicable law) not
later
than the Company Notice Date.

      The Company's right to exercise its election to purchase the 2021
Debentures pursuant to this Article through the issuance of Common Stock
shall
be conditioned upon:


                                       40


      (i)   the Company's not having given its Company Notice of an
election to
pay entirely in cash and its giving of timely Company Notice of election
to
purchase all or a specified percentage of the 2021 Debentures with Common
Stock
as provided herein;

      (ii)  the listing of shares of Common Stock to be issued in respect
of the
payment of the Repurchase Price on the principal United States securities
exchange on which the Common Stock is then listed or, if not so listed,
the
quotation of such shares on NASDAQ;

      (iii) the registration of the shares of Common Stock to be issued
in
respect of the payment of the Repurchase Price under the Securities Act
or the
Exchange Act, in each case, if required for the initial issuance thereof;

      (iv)  any necessary qualification or registration under applicable
state
securities laws or the availability of an exemption from such
qualification and
registration; and

      (v)   the receipt by the Trustee of an Officers' Certificate and an
Opinion of Counsel each stating that (A) the terms of the issuance of the
Common
Stock are in conformity in all material respects with this Supplemental
Indenture and (B) the Common Stock to be issued by the Company in payment
of the
Repurchase Price in respect of 2021 Debentures have been duly authorized
and,
when issued and delivered pursuant to the terms of this Supplemental
Indenture
in payment of the Repurchase Price in respect of the 2021 Debentures,
will be
validly issued, fully paid and non-assessable and, to the best of such
counsel's
knowledge, free from preemptive rights, and, in the case of such
Officer's
Certificate, stating that conditions (i), (ii) (iii) and (iv) above and
the
condition set forth in the second succeeding sentence have been satisfied
and,
in the case of such Opinion of Counsel, stating that conditions (ii) and
(iii)
above have been satisfied.

      Such Officers' Certificate shall also set forth the number of
shares of
Common Stock to be issued for each $1,000 principal amount of 2021
Debentures
and the Sale Price of a share of Common Stock on each trading day during
the
period commencing on the first trading day of the period during which the
Market
Price is calculated and ending three Business Days prior to the
applicable
Repurchase Date. The Company shall pay the Repurchase Price (or any
portion
thereof) in Common Stock only if the information necessary to calculate
the
Market Price is published in THE WALL STREET JOURNAL or another daily
newspaper
of national circulation or is otherwise readily publicly available. If
the
foregoing conditions are not satisfied with respect to a Holder or
Holders prior
to the close of business on the Repurchase Date and the Company has
elected to
repurchase the 2021 Debentures pursuant to this Article through the
issuance of
Common Stock, the Company shall pay, without further notice, the entire
Repurchase Price of the 2021 Debentures of such Holder or Holders in
cash.

      The "Market Price" means the average of the Sale Prices of the
Common
Stock for the five Trading Day period ending on the third Business Day
(if the
third Business Day prior to the applicable Repurchase Date is a Trading
Day, or
if not, then on the last Trading Day prior to the third Business Day),
prior to
the applicable Repurchase Date appropriately adjusted to take into
account the
occurrence, during the period commencing on the first of such Trading
Days
during such five Trading Day period and ending on such Repurchase Date,
of any
event described in Section 409; subject, however, to the conditions set
forth in
Sections 409(f) and 410.


                                       41


      The "Sale Price" of the Common Stock on any date means the closing
per
share sale price (or, if no closing sale price is reported, the average
of the
bid and ask prices or, if more than one in either case, the average of
the
average bid and average ask prices) on such date as reported in the
composite
transactions for the principal United States securities exchange on which
the
Common Stock is traded or, if the Common Stock is not listed on a United
States
national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System or by the
National
Quotation Bureau Incorporated.

Section 605       NOTICE OF ELECTION.

      The Company's notice of election to repurchase with cash or Common
Stock
or any combination thereof shall be sent to the Holders in the manner
provided
in Section 206 of the Indenture at the time specified in Section 603 or
604, as
applicable (the "Company Notice"). Such Company Notice shall state the
manner of
payment elected and shall contain the following information:

      In the event the Company has elected to pay the Repurchase Price
(or a
specified percentage thereof) with Common Stock, the Company Notice
shall:

      (1) state that each Holder will receive Common Stock with a Market
Price
equal to such specified percentage of the Repurchase Price of the 2021
Debentures held by such Holder (except any cash amount to be paid in lieu
of
fractional shares);

      (2) set forth the method of calculating the Market Price of the
Common
Stock; and

      (3) state that because the Market Price of Common Stock will be
determined
prior to the Repurchase Date, Holders will bear the market risk with
respect to
the value of the Common Stock to be received from the date such Market
Price is
determined to the Repurchase Date.

      In any case, each Company Notice shall include a form of Repurchase
Notice
to be completed by a Holder and shall state:

      (A) the Repurchase Price, the Conversion Rate and, to the extent
known at
the time of such notice the amount of interest that will be accrued and
payable
with respect to the 2021 Debentures as of the Repurchase Date;

      (B) the name and address of the Paying Agent and the Conversion
Agent;

      (C) that 2021 Debentures as to which a Repurchase Notice has been
given
may be converted pursuant to Article Four hereof only if the applicable
Repurchase Notice has been withdrawn in accordance with the terms of this
Indenture;

      (D) that 2021 Debentures must be surrendered to the Paying Agent to
collect payment of the Purchase Price;

      (E) that the Repurchase Price for any 2021 Debenture as to which a
Repurchase Notice has been given and not withdrawn will be paid promptly
following the later of the Repurchase Date and the time of surrender of
such
2021 Debenture as described in (D);


                                       42


      (F) the procedures the Holder must follow to exercise repurchase
rights
under this Article and a brief description of those rights;

      (G) briefly, the conversion rights of the 2021 Debentures; and

      (H) the procedures for withdrawing a Repurchase Notice (including,
without
limitation, for a conditional withdrawal pursuant to the terms of Section
601 or
609).

      If any of the 2021 Debentures is in the form of a Global Security,
then
the Company shall modify the Company Notice to the extent necessary to
accord
with the procedures of the Depositary applicable to the repurchase of
Global
Securities.

      At the Company's request, the Trustee shall give such Company
Notice in
the Company's name and at the Company's expense; provided, however, that,
in all
cases, the text of such Company Notice shall be prepared by the Company.

      Upon determination of the actual number of shares of Common Stock
to be
issued for each $1,000 principal amount of 2021 Debentures, the Company
will
publish such determination at the Company's Web site on the World Wide
Web or
through such other public medium as the Company may use at that time.

Section 606       COVENANTS OF THE COMPANY.

      All Common Stock delivered upon purchase of the 2021 Debentures
shall be
newly issued shares or treasury shares, shall be duly authorized, validly
issued, fully paid and nonassessable and shall be free from preemptive
rights
and free of any Lien or adverse claim.

Section 607       PROCEDURE UPON REPURCHASE.

      As soon as practicable after the Repurchase Date, the Company shall
deliver to each Holder entitled to receive Common Stock through the
Paying
Agent, a certificate for the number of full shares of Common Stock
issuable in
payment of the Repurchase Price and cash in lieu of any fractional shares
of
Common Stock. The Person in whose name the certificate for Common Stock
is
registered shall be treated as a holder of record of Common Stock on the
Business Day following the Repurchase Date. Subject to Section 604, no
payment
or adjustment will be made for dividends on the Common Stock the record
date for
which occurred on or prior to the Repurchase Date.

Section 608       TAXES.

      If a Holder of a 2021 Debenture is paid in Common Stock, the
Company shall
pay any documentary, stamp or similar issue or transfer tax due on such
issue of
Common Stock. However, the Holder shall pay any such tax which is due
because
the Holder requests the Common Stock to be issued in a name other than
the
Holder's name. The Paying Agent may refuse to deliver the certificates
representing the shares of Common Stock being issued in a name other than
the
Holder's name until the Paying Agent receives a sum sufficient to pay any
tax
which will be due because the shares of Common Stock are to be issued in
a name
other than the Holder's name.


                                       43


Section 609       EFFECT OF REPURCHASE NOTICE.

      Upon receipt by the Paying Agent of the Repurchase Notice specified
in
Section 605, the Holder of the 2021 Debenture in respect of which such
Repurchase Notice was given shall (unless such Repurchase Notice is
withdrawn as
specified in the following two paragraphs) thereafter be entitled to
receive
solely the Repurchase Price with respect to such 2021 Debenture. Such
Repurchase
Price shall be paid to such Holder, subject to receipt of funds and/or
Common
Stock by the Paying Agent, promptly following the later of (x) the
Repurchase
Date with respect to such 2021 Debenture (provided the conditions in
Section 601
have been satisfied) and (y) the time of delivery of such 2021 Debenture
to the
Paying Agent by the Holder thereof in the manner required by Section 601.
2021
Debentures in respect of which a Repurchase Notice has been given by the
Holder
thereof may not be converted pursuant to Article Four hereof on or after
the
date of the delivery of such Repurchase Notice unless such Repurchase
Notice has
first been validly withdrawn as specified in the following two
paragraphs.

      A Repurchase Notice may be withdrawn by means of a written notice
of
withdrawal delivered to the office of the Paying Agent in accordance with
the
Repurchase Notice at any time prior to the close of business on the
applicable
Repurchase Date specifying:

      (1) if Certificated Securities have been issued, the certificate
number of
the 2021 Debenture in respect of which such notice of withdrawal is being
submitted, or if not, such information as may be required under
appropriate
procedures of the Depositary;

      (2) the principal amount of the 2021 Debenture with respect to
which such
notice of withdrawal is being submitted; and

      (3) the principal amount, if any, of such 2021 Debenture which
remains
subject to the original Repurchase Notice and which has been or will be
delivered for purchase by the Company.

      A written notice of withdrawal of a Repurchase Notice may be in the
form
set forth in the preceding paragraph or may be in the form of (i) a
conditional
withdrawal contained in a Repurchase Notice pursuant to the terms of
Section
601(1)(D) or (ii) a conditional withdrawal containing the information set
forth
in Section 601(l)(D) and the preceding paragraph and contained in a
written
notice of withdrawal delivered to the Paying Agent as set forth in the
preceding
paragraph.

      There shall be no purchase of any 2021 Debentures pursuant to this
Article
(other than through the issuance of Common Stock in payment of the
Repurchase
Price, including cash in lieu of fractional shares) if there has occurred
(prior
to, on or after, as the case may be, the giving, by the Holders of such
2021
Debentures, of the required Repurchase Notice) and is continuing an Event
of
Default (other than a default in the payment of the Repurchase Price with
respect to such 2021 Debentures). The Paying Agent will promptly return
to the
respective Holders thereof any 2021 Debentures (x) with respect to which
a
Repurchase Notice has been withdrawn in compliance with this Indenture,
or (y)
held by it during the continuance of an Event of Default (other than a
default
in the payment of the Repurchase Price with respect to


                                       44


such 2021 Debentures) in which case, upon such return, the Repurchase
Notice
with respect thereto shall be deemed to have been withdrawn.

Section 610       DEPOSIT OF REPURCHASE PRICE.

      Prior to 11:00 a.m. (New York City time) on the Business Day
following the
Repurchase Date, the Company shall deposit with the Trustee or with the
Paying
Agent an amount of money (in immediately available funds if deposited on
such
Business Day) and/or Common Stock, if permitted hereunder, sufficient to
pay the
aggregate Repurchase Price of all of the 2021 Debentures or portions
thereof
which are to be purchased as of the Repurchase Date. The manner in which
the
deposit required by this Section 610 is made by the Company shall be at
the
option of the Company, provided, however, that such deposit shall be made
in a
manner such that the Trustee or a Paying Agent shall have immediately
available
funds on the Repurchase Date.

      If a Paying Agent holds, in accordance with the terms hereof, money
and/or
Common Stock sufficient to pay the Repurchase Price of any 2021 Debenture
for
which a Repurchase Notice has been tendered and not withdrawn in
accordance with
this Indenture then, immediately after Repurchase Date, such 2021
Debenture will
cease to be Outstanding and the rights of the Holder in respect thereof
shall
terminate (other than the right to receive the Repurchase Price as
aforesaid).

Section 611       SECURITIES REPURCHASED IN PART.

      Any 2021 Debenture which is to be purchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or
the
Trustee so requires, due endorsement by, or a written instrument of
transfer in
form satisfactory to the Company or the Trustee duly executed by, the
Holder
thereof or such Holder's attorney duly authorized in writing) and the
Company
shall execute and the Trustee shall authenticate and deliver to the
Holder of
such 2021 Debenture, without service charge except for any taxes to be
paid by
the Holder in the event a 2021 Debenture is registered under a new name,
a new
2021 Debenture or 2021 Debentures, of any authorized denomination as
requested
by such Holder in aggregate principal amount equal to, and in exchange
for, the
portion of the principal amount of the 2021 Debenture so surrendered
which is
not purchased.

Section 612       COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF
                  SECURITIES.

      In connection with any offer to purchase or purchase of 2021
Debentures
under this Article (provided that such offer or purchase constitutes an
"issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes
any successor provision thereto) under the Exchange Act at the time of
such
offer or purchase), the Company shall (i) comply with Rule 13e-4 under
the
Exchange Act, (ii) file the related Schedule TO (or any successor
schedule, form
or report), if required, under the Exchange Act, and (iii) otherwise
comply with
all applicable Federal and state securities laws so as to permit the
rights and
obligations under Article Six to be exercised in the time and in the
manner
specified in this Article.


                                       45


Section 613       REPAYMENT TO THE COMPANY.

      The Trustee and the Paying Agent shall return to the Company any
cash or
Common Stock that remain unclaimed for two years, subject to applicable
unclaimed property law, together with interest or dividends, if any,
thereon
held by them for the payment of the Repurchase Price, PROVIDED, HOWEVER,
that to
the extent that the aggregate amount of cash or Common Stock deposited by
the
Company pursuant to Section 610 exceeds the aggregate Repurchase Price of
the
2021 Debentures or portions thereof which the Company is obligated to
purchase
as of the Repurchase Date, then promptly after the Business Day following
the
Repurchase Date, the Trustee shall return any such excess to the Company
together with interest or dividends, if any, thereon. Thereafter, any
Holder
entitled to payment must look to the Company for payment as general
creditors,
unless an applicable abandoned property law designates another Person.

Section 614       CONVERSION ARRANGEMENT ON REPURCHASE.

      Any 2021 Debentures required to be repurchased under this Article,
unless
surrendered for conversion before the close of business on the Repurchase
Date,
may be deemed to be purchased from the Holders of such 2021 Debentures
for an
amount in cash not less than the Repurchase Price, by one or more
investment
bankers or other purchasers who may agree with the Company to purchase
such 2021
Debentures from the Holders, to convert them into Common Stock of the
Company
and to make payment for such 2021 Debentures to the Trustee in trust for
such
Holders.

                                 ARTICLE SEVEN

                    PURCHASE OF 2021 DEBENTURES AT OPTION OF
                        THE HOLDER UPON CHANGE IN CONTROL

Section 701       RIGHT TO REQUIRE REPURCHASE.

      (a) If at any time on or before April 15, 2008 that 2021 Debentures
remain
Outstanding there shall occur a Change in Control, 2021 Debentures shall
be
purchased by the Company in integral multiples of $1,000 principal amount
at the
option of the Holders thereof as of the date that is 35 Business Days
after the
occurrence of the Change in Control (the "Change in Control Purchase
Date")
subject to satisfaction by or on behalf of any Holder of the requirements
set
forth in subsection (c) of this Section 701. The purchase price of such
2021
Debentures (the "Change in Control Purchase Price") shall be equal to
100% of
the principal amount of the 2001 Debentures to be purchased plus accrued
and
unpaid interest to, but excluding, the Change in Control Purchase Date.

      A "Change in Control" shall be deemed to have occurred at such time
after
the date hereof as (a) any Person or any Persons acting together in a
manner
which would constitute a "group" for purposes of Section 13(d) of the
Exchange
Act, or any successor provision thereto, together with any Affiliates
thereof
(but in each case excluding Subsidiaries, any employee benefit plans of
the
Company or its Subsidiaries or any Permitted Holders), after the first
issuance
of 2021 Debentures files a Schedule TO or a Schedule 13D (or any
successors to
those


                                       46


forms) stating that it or they has or have become and actually is or are
Beneficial Owners, directly or indirectly, of Capital Stock of the
Company,
entitling such Person or Persons and its or their Affiliates to exercise
more
than 50% of the total voting power of all classes of the Company's
Capital Stock
entitled to vote generally in the election of the Company's directors or
(b) any
of the Permitted Holders, after the first issuance of 2021 Debentures,
file a
Schedule TO or a Schedule 13D (or any successors to those forms) stating
that
they have become and actually are Beneficial Owners of the Company's
Capital
Stock representing more than 80%, in the aggregate, of the voting power
entitled
to vote generally in the election of the Company's directors or (c) the
Company
shall consolidate with or merge into any other Person (other than a
Subsidiary),
or any other Person (other than a Subsidiary) shall consolidate with or
merge
into the Company, or the Company shall sell, convey, transfer or lease
its
properties and assets substantially as an entirety to any Person other
than a
Subsidiary, and, in the case of any such transaction the outstanding
Common
Stock is reclassified into, exchanged for or converted into the right to
receive
any other property or security, unless the stockholders of the Company
immediately before such transaction, own, directly or indirectly,
immediately
following such transaction, at least a majority of the combined voting
power of
the outstanding voting securities of the Person resulting from such
transaction
or the Person acquiring such properties and assets, entitled to vote
generally
on the election of such resulting or acquiring Person's directors, in
substantially the same proportion as their ownership of the Common Stock
immediately before such transaction, PROVIDED, HOWEVER, that a Change in
Control
shall not be deemed to have occurred upon the completion of a merger,
consolidation or other transaction effected with any Affiliates of the
Company
for the purpose of (x) changing the Company's jurisdiction of
organization, or
(y) effecting a corporate reorganization of the Company, including,
without
limitation, the implementation of a holding company structure.

      The term "Beneficial Owner" shall be determined in accordance with
Rules
13d-3 and 13d-5 promulgated by the Securities and Exchange Commission
under the
Exchange Act or any successor provision thereto, except that a Person
shall be
deemed to have "beneficial ownership" of all shares that such Person has
the
right to acquire, whether such right is exercisable immediately or only
after
the passage of time.

      The term "Permitted Holder" shall mean each of Marilyn B. Arison,
Micky
Meir Arison, Shari Arison, Michael Arison or their spouses, children or
lineal
descendants of Marilyn B. Arison, Micky Meir Arison, Shari Arison,
Michael
Arison or their spouses, any trust established for the benefit of any
Arison
family member mentioned in this paragraph, or any "person" (as such term
is used
in Section 13(d) or 14(d) of the Exchange Act), directly or indirectly,
controlling, controlled by or under common control with any Arison family
member
mentioned in this paragraph or any trust established for the benefit of
any such
Arison family member or any charitable trust or non-profit entity
established by
a Permitted Holder.

      (b) Within 15 Business Days after the occurrence of a Change in
Control,
the Company shall mail a written notice of the Change in Control to the
Trustee
and to each Holder. The notice shall include the form of a Change in
Control
Purchase Notice to be completed by the Holder and shall state:

                  (1) the date of such Change in Control and, briefly,
the
            events causing such Change in Control;


                                       47


                  (2) the date by which the Change in Control Purchase
Notice
            pursuant to this Section 701 must be given;

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price that will be
accrued
            and payable with respect to the 2021 Debentures as of the
Change in
            Control Purchase Date;

                  (5) briefly, the conversion rights of the 2021
Debentures;

                  (6) the name and address of each Paying Agent and
Conversion
            Agent;

                  (7) the Conversion Rate and any adjustments thereto;

                  (8) that 2021 Debentures as to which a Change in
Control
            Purchase Notice has been given may be converted into Common
Stock
            pursuant to Article Four only to the extent that the Change
in
            Control Purchase Notice has been withdrawn in accordance with
the
            terms of this Indenture;

                  (9) the procedures that the Holder must follow to
exercise
            rights under this Section 701;

                  (10) the procedures for withdrawing a Change in Control
            Purchase Notice, including a form of notice of withdrawal;
and

                  (11) that the Holder must satisfy the requirements set
forth
            in the 2021 Debentures in order to convert the 2021
Debentures.

      If any of the 2021 Debentures is in the form of a Global Security,
then
the Company shall modify such notice to the extent necessary to accord
with the
procedures of the Depositary applicable to the repurchase of Global
Securities.

      (c)   A Holder may exercise its rights specified in subsection (a)
of this
Section 701 upon delivery of a written notice (which shall be in
substantially
the form included as an attachment to the 2021 Debentures and which may
be
delivered by letter, overnight courier, hand delivery, facsimile
transmission or
in any other written form and, in the case of Global Securities, may be
delivered electronically or by other means in accordance with the
Depositary's
customary procedures) of the exercise of such rights (a "Change in
Control
Purchase Notice") to any Paying Agent at any time prior to the close of
business
on the Business Day next preceding the Change in Control Purchase Date.

      The delivery of such 2021 Debenture to any Paying Agent (together
with all
necessary endorsements) at the office of such Paying Agent shall be a
condition
to the receipt by the Holder of the Change in Control Purchase Price.


                                       48


      The Company shall purchase from the Holder thereof, pursuant to
this
Section 701, a portion of a 2021 Debenture if the principal amount of
such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a 2021 Debenture pursuant
to
Sections 701 through 706 also apply to the purchase of such portion of
such 2021
Debenture.

      Any purchase by the Company contemplated pursuant to the provisions
of
this Section 701 shall be consummated by the delivery of the
consideration to be
received by the Holder promptly following the later of the Change in
Control
Purchase Date and the time of delivery of the 2021 Debenture to the
Paying Agent
in accordance with this Section 701.

      Notwithstanding anything herein to the contrary, any Holder
delivering to
a Paying Agent the Change in Control Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control
Purchase
Notice in whole or as to a portion thereof that is a principal amount of
$1,000
or an integral multiple thereof at any time prior to the close of
business on
the Business Day next preceding the Change in Control Purchase Date by
delivery
of a written notice of withdrawal to the Paying Agent in accordance with
Section
702.

      A Paying Agent shall promptly notify the Company of the receipt by
it of
any Change in Control Purchase Notice or written withdrawal thereof.

      Anything herein to the contrary notwithstanding, in the case of
Global
Securities, any Change in Control Purchase Notice may be delivered or
withdrawn
and such 2021 Debentures may be surrendered or delivered for purchase in
accordance with the applicable procedures of the Depositary as in effect
from
time to time.

Section 702       EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.

      Upon receipt by any Paying Agent of the Change in Control Purchase
Notice
specified in Section 701(c), the Holder of the 2021 Debenture in respect
of
which such Change in Control Purchase Notice was given shall (unless such
Change
in Control Purchase Notice is withdrawn as specified below) thereafter be
entitled to receive the Change in Control Purchase Price with respect to
such
2021 Debenture. Such Change in Control Purchase Price shall be paid to
such
Holder promptly following the later of (a) the Change in Control Purchase
Date
with respect to such 2021 Debenture (provided the conditions in Section
701(c)
have been satisfied) and (b) the time of delivery of such 2021 Debenture
to a
Paying Agent by the Holder thereof in the manner required by Section
701(c).
2021 Debentures in respect of which a Change in Control Purchase Notice
has been
given by the Holder thereof may not be converted into Common Stock on or
after
the date of the delivery of such Change in Control Purchase Notice unless
such
Change in Control Purchase Notice has first been validly withdrawn as
specified
in the following paragraph.

      A Change in Control Purchase Notice may be withdrawn by means of a
written
notice of withdrawal delivered to the office of the Paying Agent in
accordance
with the Change in Control Purchase Notice at any time prior to the close
of
business on the applicable Change in Control Purchase Date specifying:


                                       49


      (1) if a Certificated Security has been issued, the certificate
number of
the 2021 Debentures in respect of which such notice of withdrawal is
being
submitted, or if not, such information as required by the Depositary;

      (2) the principal amount, in integral multiples of $1,000, of the
2021
Debentures with respect to which such notice of withdrawal is being
submitted;
and

      (3) the principal amount, if any, of such 2021 Debentures which
remain
subject to the original Change in Control Purchase Notice and which has
been or
will be delivered for purchase by the Company.

      There shall be no purchase of any 2021 Debentures pursuant to this
Article
if there has occurred (prior to, on or after, as the case may be, the
giving, by
the Holders of such 2021 Debentures, of the required Change in Control
Purchase
Notice) and is continuing an Event of Default (other than a default in
the
payment of the Change in Control Purchase Price with respect to such 2021
Debentures). The Paying Agent will promptly return to the respective
Holders
thereof any 2021 Debentures (x) with respect to which a Change in Control
Purchase Notice has been withdrawn in compliance with this Indenture, or
(y)
held by it during the continuance of an Event of Default (other than a
default
in the payment of the Change in Control Purchase Price with respect to
such 2021
Debentures) in which case, upon such return, the Change in Control
Purchase
Notice with respect thereto shall be deemed to have been withdrawn.

Section 703       DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

      On or before 11:00 a.m. New York City time on the Change in Control
Purchase Date, the Company shall deposit with the Trustee or with a
Paying Agent
(other than the Company or an Affiliate of the Company) an amount of
money (in
immediately available funds if deposited on such Business Day) sufficient
to pay
the aggregate Change in Control Purchase Price of all the 2021 Debentures
or
portions thereof that are to be purchased as of such Change in Control
Purchase
Date. The manner in which the deposit required by this Section 703 is
made by
the Company shall be at the option of the Company, PROVIDED, HOWEVER,
that such
deposit shall be made in a manner such that the Trustee or a Paying Agent
shall
have immediately available funds on the Change in Control Purchase Date.

      If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Change in Control Purchase Price of any 2021
Debenture for
which a Change in Control Purchase Notice has been tendered and not
withdrawn in
accordance with this Indenture then, on the Change in Control Purchase
Date,
such 2021 Debenture will cease to be Outstanding and the rights of the
Holder in
respect thereof shall terminate (other than the right to receive the
interest
thereon). The Company shall publicly announce the principal amount of
2021
Debentures purchased as a result of such Change in Control on or as soon
as
practicable after the Change in Control Purchase Date.

Section 704       SECURITIES PURCHASED IN PART.

      Any 2021 Debenture that is to be purchased only in part shall be
surrendered at the office of a Paying Agent and promptly after the Change
in
Control Purchase Date the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such 2021 Debenture,


                                       50


without service charge (other than amounts to be paid in respect of
applicable
transfer taxes), a new 2021 Debenture or 2021 Debentures, of such
authorized
denomination or denominations in integral multiples of $1,000 as may be
requested by such Holder, in aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the 2021 Debenture
so
surrendered that is not purchased.

Section 705       COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF
                  SECURITIES.

      In connection with any offer to purchase or purchase of 2021
Debentures
under this Article (provided that such offer or purchase constitutes an
"issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes
any successor provision thereto) under the Exchange Act at the time of
such
offer or purchase), the Company shall (i) comply with Rule 13e-4 under
the
Exchange Act, (ii) file the related Schedule TO (or any successor
schedule, form
or report), if required, under the Exchange Act, and (iii) otherwise
comply with
all applicable Federal and state securities laws so as to permit the
rights and
obligations under this Article to be exercised in the time and in the
manner
specified in this Article.

Section 706       REPAYMENT TO THE COMPANY.

      The Trustee and the Paying Agent shall return to the Company any
cash or
Common Stock that remains unclaimed for two years, subject to applicable
unclaimed property law, together with interest or dividends, if any,
thereon
held by them for the payment of the Change in Control Purchase Price;
PROVIDED,
HOWEVER, that to the extent that the aggregate amount of cash or Common
Stock
deposited by the Company pursuant to Section 703 exceeds the aggregate
Change in
Control Purchase Price of the 2021 Debentures or portions thereof which
the
Company is obligated to purchase as of the Change in Control Purchase
Date, then
on the Business Day following the Repurchase Date, the Trustee shall
return any
such excess to the Company together with interest or dividends, if any,
thereon.
Thereafter, any Holder entitled to payment must look to the Company for
payment
as general creditors, unless an applicable abandoned property law
designates
another Person.

                                 ARTICLE EIGHT

                            MISCELLANEOUS PROVISIONS

Section 801       INTEGRAL PART.

      This Supplemental Indenture constitutes an integral part of the
Indenture
with respect to the 2021 Debentures only.

Section 802       GENERAL DEFINITIONS.

      For all purposes of this Supplemental Indenture:

            (a) capitalized terms used herein without definition shall
have the
meanings specified in the Indenture; and


                                       51


            (b) the terms "herein", "hereof', "hereunder" and other words
of
similar import refer to this Supplemental Indenture.

Section 803       ADOPTION, RATIFICATION AND CONFIRMATION.

      The Indenture, as supplemented and amended by this Supplemental
Indenture,
is in all respects hereby adopted, ratified and confirmed, and this
Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the
extent
herein and therein provided. The provisions of this Supplemental
Indenture
shall, subject to the terms hereof, supersede the provisions of the
Indenture to
the extent the Indenture is inconsistent herewith.

Section 804       COUNTERPARTS.

      This Supplemental Indenture may be executed in any number of
counterparts,
each of which when so executed shall be deemed an original; and all such
counterparts shall together constitute but one and the same instrument.

Section 805       GOVERNING LAW.

      THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAW RULES OF SAID STATE.

Section 806       CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE
                  ACT OF 1939.

      If and to the extent that any provision of this Supplemental
Indenture
limits, qualifies or conflicts with a provision required under the terms
of the
Trust Indenture Act of 1939, as amended, such Trust Indenture Act
provision
shall control.

Section 807       EFFECT OF HEADINGS.

      The Article and Section headings herein are for convenience only
and shall
not affect the construction hereof.

Section 808       SEVERABILITY OF PROVISIONS.

      In case any provision in this Supplemental Indenture or in the 2021
Debentures 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 809       SUCCESSORS AND ASSIGNS.

      All covenants and agreements in this Supplemental Indenture by the
parties
hereto shall bind their respective successors and assigns and inure to
the
benefit of their respective successors and assigns, whether so expressed
or not.


                                       52


Section 810       BENEFIT OF SUPPLEMENTAL INDENTURE.

      Nothing in this Supplemental Indenture, express or implied, shall
give to
any Person, other than the parties hereto, any Security Registrar, any
Paying
Agent, any Conversion Agent and their successors hereunder, and the
Holders of
the 2021 Debentures, any benefit or any legal or equitable right, remedy
or
claim under this Supplemental Indenture.

Section 811       ACCEPTANCE BY TRUSTEE.

      The Trustee accepts the amendments to the Indenture effected by
this
Supplemental Indenture and agrees to execute the trusts created by the
Indenture
as hereby amended, but only upon the terms and conditions set forth in
this
Supplemental Indenture and the Indenture. Without limiting the generality
of the
foregoing, the Trustee assumes no responsibility for the correctness of
the
recitals contained herein, which shall be taken as the statements of the
Company
and except as provided in the Indenture the Trustee shall not be
responsible or
accountable in any way whatsoever for or with respect to the validity or
execution or sufficiency of this Supplemental Indenture and the Trustee
makes no
representation with respect thereto.



                                       53




      IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental
Indenture to be duly executed and attested as of the day and year first
written
above.

                                    CARNIVAL CORPORATION


                                    By:/s/ Arnoldo Perez
                                        ---------------------------------
- -----







                                    U.S. BANK TRUST NATIONAL ASSOCIATION


                                    By:/s/ Lori-Anne Rosenberg
                                        ---------------------------------
- -----








                                       54



ANNEX A



                                 GLOBAL SECURITY

                           [FORM OF FACE OF SECURITY]

      [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS
MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR
OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR
A
NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS
EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY
NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.](1)

      THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN 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, REGISTRATION. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
("RULE
144A") THEREUNDER.
- ----------
(1)   These paragraphs should be included only if the Security is a
Global
      Security.


                                       A-1


      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") ON WHICH THIS SECURITY IS SALEABLE
PURSUANT TO
RULE 144(K) UNDER THE SECURITIES ACT ONLY (A) TO CARNIVAL CORPORATION
(THE
"COMPANY", OR THE "ISSUER") OR ANY SUBSIDIARY THEREOF, (B) 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 TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF
RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR
INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A
REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR
(E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE
THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE
IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY
ANY PURCHASER OF THIS DEBENTURE FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO
ABOVE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE
RESALE RESTRICTION TERMINATION DATE.(2)

      THIS SECURITY IS SUBJECT TO LIMITATIONS ON OWNERSHIP CONTAINED IN
THE
INDENTURE, IN ORDER TO PERMIT THE COMPANY TO RETAIN ITS STATUS AS A
PUBLICLY
TRADED CORPORATION UNDER PROPOSED TREASURY REGULATIONS UNDER SECTION 883
OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.

- ----------
(2)   [These paragraphs to be included only if the Security is a Transfer
      Restricted Security.]


                                       A-2


                           [FORM OF FACE OF SECURITY]

                              CARNIVAL CORPORATION

                    2% CONVERTIBLE SENIOR DEBENTURES DUE 2021


Issue Date: April 25, 2001                       Principal Amount:
$____________

                                                 CUSIP:
________________________
Registered: No. R-




      Carnival Corporation, a corporation organized and existing under
the laws
of the Republic of Panama (herein called the "Company", which term
includes any
successor corporation under the Indenture hereinafter referred to), for
value
received, hereby promises to pay to Cede & Co., or registered assigns,
the
principal sum of ___________________________ DOLLARS ($___________) on
April 15,
2021, [or such greater or lesser amount as is indicated in the Schedule
of
Exchanges of Securities on the other side of this 2021 Debenture](3) and
to pay
interest thereon from April 25, 2001 or from the most recent date to
which
interest has been paid or duly provided for, semiannually on April 15 and
October 15 in each year (each, an "Interest Payment Date"), commencing
October
15, 2001, at the rate of 2% per annum, until the principal hereof is paid
or
duly made available for payment. Interest on this 2021 Debenture shall be
calculated on the basis of a 360-day year consisting of twelve 30-day
months.
The interest so payable and punctually paid or duly provided for on any
Interest
Payment Date will, as provided in such Indenture, be paid to the Person
in whose
name this 2021 Debenture (or one or more Predecessor Securities) is
registered
at the close of business on the Regular Record Date for such interest,
which
shall be the April 1 or October 1 (whether or not a Business Day), as the
case
may be, next preceding such Interest Payment Date. Any interest which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder
hereof
on the relevant Regular Record Date by virtue of having been such Holder,
and
may be paid to the Person in whose name this 2021 Debenture (or one or
more
Predecessor Securities) is registered at the close of business on a
Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Company, notice whereof shall be given to the Holders of 2021 Debentures
not
less than 10 days prior to such Special Record Date, or may be paid at
any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the 2021 Debentures may be listed, and upon
such
notice as may be required by such exchange, all as more fully provided in
such
Indenture. This 2021 Debenture is convertible as specified on the other
side on
this 2021 Debenture.

      Payment of the principal of and interest, if any, on this 2021
Debenture
will be made at the office or agency of the Company maintained for that
purpose
in The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender

- ----------
(3)   [To be included only if the Security is a Global Security.]


                                      A-3


for payment of public and private debts; PROVIDED, HOWEVER, that at the
option
of the Company, payment of interest, if any, may be made by check mailed
to the
address of the Person entitled thereto as such address shall appear in
the
Security Register.

      Reference is hereby made to the further provisions of this 2021
Debenture
set forth on the reverse hereof, which further provisions shall for all
purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed
by the
Trustee referred to on the reverse hereof by manual signature, this 2021
Debenture shall not be entitled to any benefit under the Indenture or be
valid
or obligatory for any purpose.



                                      A-4




      IN WITNESS WHEREOF, the Company has caused this instrument to be
duly
executed.

Dated:________________________

                                    CARNIVAL CORPORATION


                                    By:

                                        ---------------------------------
- -----
                                        Name:

                                              ---------------------------
- -----
                                        Title:

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


- -----------------------------
Corporate Secretary




                                      A-5


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    U.S. BANK TRUST NATIONAL ASSOCIATION,
as
                                    Trustee



____________________________________________
                                    Authorized Signature


Date of Authentication:_______________




                                      A-6


                       [FORM OF REVERSE SIDE OF SECURITY]

                              CARNIVAL CORPORATION

                    2% CONVERTIBLE SENIOR DEBENTURE DUE 2021

      This Security is one of a duly authorized issue of senior
securities of
the Company (herein called the "Securities"), issued and to be issued in
one or
more series under an Indenture, dated as of April 25, 2001, as amended by
the
Supplemental Indenture thereto, dated as of April 25, 2001 (as so
amended,
herein called the "Indenture"), between the Company and U.S. Bank Trust
National
Association, as Trustee (herein called the "Trustee", which term includes
any
successor trustee under the Indenture), to which Indenture and all
indentures
supplemental thereto reference is hereby made for a statement of the
respective
rights, limitations of rights, duties and immunities thereunder of the
Company,
the Trustee and the Holders of the Securities and of the terms upon which
the
Securities are, and are to be, authenticated and delivered. This Security
is one
of the series designated on the face hereof (herein called the "2021
Debentures"), limited in aggregate principal amount to $600,000,000
created
pursuant to the Indenture as supplemented by the Supplemental Indenture.
Capitalized terms used and not otherwise defined in this 2021 Debenture
are used
as defined in the Indenture.

      The 2021 Debentures are general unsecured and unsubordinated
obligations
of the Company. The Indenture does not limit other indebtedness of the
Company,
secured or unsecured.

INTEREST ON OVERDUE AMOUNTS

      If the principal amount hereof or any portion of such principal
amount is
not paid when due (whether upon acceleration pursuant to Section 5.2 of
the
Indenture, upon the date set for payment of the Redemption Price as
described
under "Optional Redemption", upon the date set for payment of the Change
in
Control Purchase Price pursuant to "Purchase of 2021 Debentures at Option
of
Holder Upon a Change in Control", upon the date set for payment of the
Repurchase Price under "Repurchase by the Company at the Option of the
Holder"
or upon the Stated Maturity of this 2021 Debenture) or if interest due
hereon,
if any (or any portion of such interest), is not paid when due, then in
each
such case the overdue amount shall, to the extent permitted by law, bear
interest at the rate of 2% per annum, compounded semiannually, which
interest
shall accrue from the date such overdue amount was originally due to the
date
payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable as set forth in the
Indenture.

METHOD OF PAYMENT

      Payments in respect of principal of and interest, if any, on the
2021
Debentures shall be made by the Company in immediately available funds.

PAYING AGENT, CONVERSION AGENT AND SECURITY REGISTRAR.

      Initially, the Trustee will act as Paying Agent, Conversion Agent
and
Security Registrar. The Company may appoint and change any Paying Agent,
Conversion Agent, Security Registrar or co-registrar without notice,
other than
notice to the Trustee, except that the Company will maintain at least one
Paying
Agent in the State of New York, City of New York, Borough of


                                      A-7


Manhattan, which shall initially be an office or agency of the Trustee.
The
Company or any of its Subsidiaries or any of their Affiliates may act as
Paying
Agent, Conversion Agent, Security Registrar or co-registrar.

OPTIONAL REDEMPTION

      No sinking fund is provided for the 2021 Debentures. At any time on
or
after April 15, 2008, the 2021 Debentures are redeemable as a whole at
any time,
or in part from time to time, at the option of the Company in accordance
with
the Indenture at a redemption price (the "Redemption Price") equal to
100% of
the principal amount of the Debentures to be redeemed plus accrued and
unpaid
interest to, but excluding, the Redemption Date.

      If the Company redeems less than all of the outstanding 2021
Debentures,
the Trustee will select the 2021 Debentures to be redeemed (i) by lot;
(ii) pro
rata; or (iii) by another method the Trustee considers fair and
appropriate. If
the Trustee selects a portion of a Holder's 2021 Debentures for partial
redemption and the Holder converts a portion of the same 2021 Debentures,
the
converted portion shall be deemed to be from the portion selected for
redemption.

NOTICE OF REDEMPTION

      Notice of optional redemption by the Company will be mailed by
first-class
mail at least 30 days but not more than 60 days before the Redemption
Date to
each Holder of 2021 Debentures to be redeemed at its registered address.
2021
Debentures in denominations larger than $1,000 principal amount may be
redeemed
in part, but only in whole multiples of $1,000. On and after the
Redemption
Date, subject to the deposit with the Paying Agent of funds sufficient to
pay
the Redemption Price for such 2021 Debentures, all interest shall cease
to
accrue on such 2021 Debentures or portions thereof called for redemption
in such
notice.

PURCHASE OF 2021 DEBENTURES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

      At the option of the Holder and subject to the terms and conditions
of the
Indenture, the Company shall purchase all or any part specified by the
Holder in
such Holder's Change in Control Purchase Notice (so long as the principal
amount
of such part is $1,000 or an integral multiple of $1,000 in excess
thereof) of
the 2021 Debentures held by such Holder on the date that is 35 Business
Days
after the occurrence of a Change in Control, at a purchase price (the
"Change in
Control Purchase Price") equal to the 100% of the principal amount of the
2021
Debentures to be purchased plus accrued and unpaid interest to, but
excluding,
the Change in Control Purchase Date.

      The Holder shall have the right to withdraw any Change in Control
Purchase
Notice (in whole or in a portion thereof that is $1,000 principal amount
or an
integral multiple of $1,000 in excess thereof) at any time prior to the
close of
business on the Business Day prior to the Change in Control Purchase Date
by
delivering a written notice of withdrawal to the Paying Agent in
accordance with
the terms of the Indenture.

      If cash sufficient to pay the Change in Control Purchase Price of
all 2021
Debentures or portions thereof to be purchased as of the Change in
Control
Purchase Date, is deposited with the Paying Agent on the Business Day
following
the Change in Control Purchase Date, all interest shall cease to accrue
on such
2021 Debentures (or portions thereof) immediately after such


                                      A-8


Change in Control Purchase Date, and the Holder thereof shall have no
other
rights as such (other than the right to receive the Change in Control
Purchase
Price upon surrender of such 2021 Debenture).

CONVERSION

      Subject to the terms of the Indenture, the Holder of a 2021
Debenture may
convert the 2021 Debenture into shares of Common Stock: (1) if, as of the
last
day of the preceding fiscal quarter, the closing sale price of Common
Stock for
at least 20 Trading Days in a period of 30 consecutive Trading Days
ending on
the last trading day of that preceding fiscal quarter is more than 110%
of the
Conversion Price (as adjusted in accordance with the Indenture), (2) if
the 2021
Debentures have been called for redemption or (3) upon the occurrence of
certain
corporate transactions or distributions described in the Indenture. A
2021
Debenture in respect of which a Holder has delivered a Repurchase Notice
or a
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such 2021 Debenture may be converted only
if
such notice of exercise is withdrawn in accordance with the terms of the
Indenture. The initial Conversion Rate is 25.5467 shares of Common Stock
per
$1,000 principal amount, subject to adjustment upon the occurrence of
certain
events described in the Indenture. The Company shall deliver cash or a
check in
lieu of any fractional share of Common Stock.

      A Holder's right to convert the 2021 Debentures into Common Stock
of the
Company is also subject to the Company's right to elect to pay such
Holder the
amount of cash set forth in the next succeeding sentence in lieu of
delivering
all or part of such Common Stock; provided, however, that if such payment
of
cash is not permitted pursuant to the provisions of the Indenture, the
Company
shall deliver Common Stock (and cash in lieu of fractional shares of
Common
Stock) in accordance with the Indenture, whether or not the Company has
delivered a notice pursuant to the Indenture to the effect that the 2021
Debentures will be paid in cash. The amount of cash to be paid for each
$1,000
principal amount of a 2021 Debenture shall be equal to the average Sale
Price of
a share of Common Stock of the Company for the five consecutive Trading
Days
immediately following (i) the date of the Company's notice of its
election to
deliver cash upon conversion, if the Company shall not have given a
notice of
redemption pursuant to the Indenture, or (ii) the Conversion Date, in the
case
of a conversion following such a notice of redemption specifying an
intent to
deliver cash or a combination of cash and Common Stock upon conversion,
in
either case multiplied by the Conversion Rate in effect on such
Conversion Date.
If the Company shall elect to make such payment wholly in shares of
Common
Stock, then such shares shall be delivered through the Conversion Agent
to
Holders surrendering 2021 Debentures as promptly as practicable but in
any event
no later than the fifth Business Day following the Conversion Date. If,
however,
the Company shall elect to make any portion of such payment in cash, then
the
payment, including any delivery of shares of Common Stock, shall be made
to
Holders surrendering 2021 Debentures no later than the tenth Business Day
following the Conversion Date.

      The Company may not pay cash in lieu of delivering all or part of
such
shares of Common Stock upon the conversion of any 2021 Debenture pursuant
to the
terms of the Indenture (other than cash in lieu of fractional shares) if
there
has occurred (prior to, on or after, as the case may be, the Conversion
Date or
the date on which the Company delivers its notice specifying whether each
Conversion shall be converted into shares of Common Stock or cash) and is
continuing an Event of Default (other than a default in such payment on
such
2021 Debentures).


                                      A-9


      A Holder may convert a portion of a 2021 Debenture if the principal
amount
of such portion is $1,000 or an integral multiple of $1,000. No payment
or
adjustment shall be made for dividends on the Common Stock except as
provided in
the Indenture. On conversion of a 2021 Debenture, except as otherwise
provided
in the Supplemental Indenture, that portion of accrued and unpaid
interest on
the converted 2021 Debenture attributable to the period from the most
recent
Interest Payment Date (or, if no Interest Payment Date has occurred, from
the
Issue Date) through the Conversion Date with respect to the converted
2021
Debenture shall not be cancelled, extinguished or forfeited, but rather
shall be
deemed to be paid in full to the Holder thereof through delivery of the
Common
Stock (together with the cash payment, if any, in lieu of fractional
shares), or
cash in lieu thereof, in exchange for the 2021 Debenture being converted
pursuant to the provisions hereof, and the fair market value of such
shares of
Common Stock (together with any such cash payment in lieu of fractional
shares),
or cash in lieu thereof, shall be treated as issued in exchange for the
principal amount of the 2021 Debenture being converted pursuant to the
provisions hereof.

      2001 Debentures or portions thereof surrendered for conversion
during the
period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the opening of business on such
Interest
Payment Date shall (except for 2021 Debentures called for redemption
pursuant to
Article Five of the Supplemental Indenture on a Redemption Date that
occurs
during the period between the close of business on a Regular Record Date
and the
opening of business on the fourth business day after the Interest Payment
Date
to which such Regular Record Date relates) be accompanied by payment to
the
Company or its order, in New York Clearing House funds or other funds
acceptable
to the Company, of an amount equal to the interest payable on such
Interest
Payment Date on the principal amount of 2021 Debentures or portions
thereof
being surrendered for conversion.

      No fractional shares will be issued upon conversion; in lieu
thereof, an
amount will be paid in cash based upon the Sale Price of the Common Stock
on the
Trading Day immediately prior to the Conversion Date.

      To convert a 2021 Debenture, a Holder must (a) complete and
manually sign
the conversion notice set forth below and deliver such notice to a
Conversion
Agent, (b) surrender the 2021 Debenture to the Conversion Agent, (c)
furnish
appropriate endorsements and transfer documents (including any
certification
that may be required under applicable law) if required by the Conversion
Agent,
and (d) pay any transfer or similar tax, if required.

REPURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER

      Subject to the terms and conditions of the Indenture, the Company
shall
become obligated to purchase, at the option of the Holder, the 2021
Debentures
held by such Holder on any April 15 in the years 2005, 2008 and 2011 at a
Repurchase Price equal to 100% of the principal amount thereof plus
accrued and
unpaid interest to, but excluding, the Repurchase Date, upon delivery of
a
Repurchase Notice containing the information set forth in the Indenture,
at any
time from the opening of business on the date that is 20 Business Days
prior to
such Repurchase Date until the close of business on such Repurchase Date
and
upon delivery of the 2021 Debentures to the Paying Agent by the Holder as
set
forth in the Indenture.

      The Repurchase Price may be paid, at the option of the Company, in
cash or
by the issuance of Common Stock (as provided in the Indenture), or in any
combination thereof.


                                      A-10


      Holders have the right to withdraw any Repurchase Notice by
delivering to
the Paying Agent a written notice of withdrawal prior to the close of
business
on the Repurchase Date in accordance with the provisions of the
Indenture.

      If cash (and/or securities if permitted under the Indenture)
sufficient to
pay the Repurchase Price of all 2021 Debentures or portions thereof to be
purchased as of the Repurchase Date, is deposited with the Paying Agent
on the
Business Day following the Repurchase Date, all interest shall cease to
accrue
on such 2021 Debentures (or portions thereof) immediately after such
Repurchase
Date, and the Holder thereof shall have no other rights as such (other
than the
right to receive the Repurchase Price upon surrender of such 2021
Debenture).

CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

      Any 2021 Debentures called for redemption, unless surrendered for
conversion before the close of business on the Redemption Date, may be
deemed to
be purchased from the Holders of such 2021 Debentures at an amount not
less than
the Redemption Price by one or more investment bankers or other
purchasers who
may agree with the Company to purchase such 2021 Debentures from the
Holders, to
convert them into Common Stock of the Company and to make payment for
such 2021
Debentures to the Paying Agent in trust for such Holders.

TRANSFER

      As provided in the Indenture and subject to certain limitations
therein
set forth, the transfer of this 2021 Debenture is registrable in the
Security
Register, upon surrender of this 2021 Debenture for registration or
transfer at
the office or agency in a Place of Payment for the 2021 Debentures, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by,
the
Holder hereof or his attorney duly authorized in writing, and thereupon
one or
more new 2021 Debentures, of any authorized denominations and for the
same
aggregate principal amount, executed by the Company and authenticated and
delivered by the Trustee, will be issued to the designated transferee or
transferees.

      The Securities are issuable only in registered form without coupons
in
denominations of $1,000 and any integral multiple thereof. As provided in
the
Indenture and subject to certain limitations set forth therein and on the
face
of this 2021 Debenture, 2021 Debentures are exchangeable for a like
aggregate
principal amount of 2021 Debentures of a different authorized
denomination as
requested by the Holder surrendering the same.

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

      Prior to due presentment of this 2021 Debenture for registration of
transfer, the Company, the Trustee or any agent of the Company or the
Trustee
may treat the Person in whose name this 2021 Debenture is registered as
the
owner hereof for all purposes, whether or not this 2021 Debenture be
overdue,
and neither the Company, the Trustee nor any such agent shall be affected
by
notice to the contrary.


                                      A-11


OWNERSHIP LIMITATION ON 2021 DEBENTURES

      In order to permit the Company to retain its status as a publicly
traded
corporation under the proposed Treasury regulations to Section 883 of the
Internal Revenue Code of 1986, as amended (the "Code"), 2021 Debentures
generally may not be transferred if the transfer would result in the
ownership,
including 2021 Debentures and other convertible securities of the Company
on an
as-converted basis, by one Person or a group of related Persons by virtue
of the
attribution provisions of the Code, of more than 4.9% of the outstanding
Common
Stock of the Company.

AMENDMENT, SUPPLEMENT AND WAIVER

      The Indenture permits, with certain exceptions as therein provided,
the
amendment thereof and the modification of the rights and obligations of
the
Company and the rights of the Holders of the 2021 Debentures under the
Indenture
at any time by the Company and the Trustee with the consent of the
Holders of a
majority in principal amount of the 2021 Debentures at the time
Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the 2021 Debentures at the time
Outstanding,
on behalf of the Holders of all 2021 Debentures, to waive compliance by
the
Company with certain past defaults under the Indenture and their
consequences.
Any such consent or waiver by the Holder of this 2021 Debenture shall be
conclusive and binding upon such Holder and upon all future Holders of
this 2021
Debenture and of any 2021 Debenture issued upon the registration of
transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation
of such
consent or waiver is made upon this 2021 Debenture.

SUCCESSOR CORPORATION

      When a successor corporation assumes all the obligations of its
predecessor under the 2021 Debentures and the Indenture in accordance
with the
terms and conditions of the Indenture, the predecessor corporation will
(except
in certain circumstances specified in the Indenture) be released from
those
obligations.

DEFAULTS AND REMEDIES

      Under the Indenture, Events of Default include (i) default in the
payment
of interest when it becomes due and payable or in the payment of any
Liquidated
Damages which default in either case continues for a period of 30 days;
(ii)
default in payment of the principal amount, Redemption Price, Repurchase
Price
or Change in Control Purchase Price, as the case may be, in respect of
the
Securities when the same becomes due and payable; (iii) failure by the
Company
to comply with other agreements in the Indenture or the Securities,
subject to
notice and lapse of time; (iv) default under any bond, debenture, note or
other
evidence of indebtedness for money borrowed of the Company or any
Subsidiary
having an aggregate outstanding principal amount of in excess of
$30,000,000
(excluding such indebtedness of any Subsidiary other than a Significant
Subsidiary, all the indebtedness of which is nonrecourse to the Company
or any
other Subsidiary), which default shall be with respect to payment or
shall have
resulted in such indebtedness being accelerated, without such
indebtedness being
discharged or such acceleration having been rescinded or annulled,
subject to
notice and passage of time; and (v) certain events of bankruptcy,
insolvency or
reorganization of the Company or any Significant Subsidiary. If an Event
of
Default with respect to Securities of this series shall occur and be
continuing,
the


                                      A-12


principal amount through the acceleration date of and accrued and unpaid
interest on the Securities of this series may be declared due and payable
in the
manner and with the effect provided in the Indenture. If an Event of
Default
occurs as a result of certain events of bankruptcy, insolvency or
reorganization
of the Company, the principal amount of and accrued and unpaid interest
on the
Securities Outstanding shall become due and payable immediately without
any
declaration or other act on the part of the Trustee or any Holder, all as
and to
the extent provided in the Indenture.

INDENTURE

      The Company issued the Securities under an Indenture dated as of
April 25,
2001, as supplemented and amended by a Supplemental Indenture dated as of
April
25, 2001 (as amended, the "Indenture"), among the Company and the
Trustee. The
terms of the Securities include those stated in the Indenture and those
made
part of the Indenture by reference to the Securities themselves and the
Trust
Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized
terms used herein and not defined herein have the meanings ascribed
thereto in
the Indenture. The Securities are subject to all such terms, and Holders
are
referred to the Indenture and the TIA for a statement of those terms.

NO RECOURSE AGAINST OTHERS

      No recourse shall be had for the payment of the principal of or the
interest, if any, on this 2021 Debenture, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture
or any
indenture supplemental thereto, against any incorporator, shareholder,
officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or
rule of
law or by the enforcement of any assessment of penalty or otherwise, all
such
liability being, by acceptance hereof and as part of the consideration
for the
issue hereof, expressly waived and released.

AUTHENTICATION

      This 2021 Debenture shall not be valid until the Trustee or an
authenticating agent manually signs the certificate of authentication on
the
other side of this 2021 Debenture.

INDENTURE TO CONTROL; GOVERNING LAW

      In the case of any conflict between the provisions of this 2021
Debenture
and the Indenture, the provisions of the Indenture shall control.

      THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAW RULES OF SAID STATE.

ABBREVIATIONS AND DEFINITIONS

      Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the
entireties), JT TEN (= joint tenants with right of survivorship and not
as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to
Minors
Act).


                                      A-13


      All terms defined in the Indenture and used in this 2021 Debenture
but not
specifically defined herein are defined in the Indenture and are used
herein as
so defined.







                                      A-14


                                CONVERSION NOTICE

      To convert this 2021 Debenture into Common Stock of the Company,
check the
box: / /

      To convert only part of this 2021 Debenture, state the principal
amount to
be converted (must be $1,000 or a multiple of $1,000): $__________.

      If you want the stock certificate made out in another person's
name, fill
in the form below:

- -------------------------------------------------------------------------
- -------
               (Insert other person's soc. sec. or tax I.D. no.)

- -------------------------------------------------------------------------
- -------
           (Print or type other person's name, address and zip code)

Your Signature:___________________________________
Date:_______________________
(Sign exactly as your name appears on the other side of this 2021
Debenture)

(3)Signature guaranteed
by:_____________________________________________________


By:_________________________________



















- ----------
(3) The Signature must be guaranteed by an institution which is a member
of
one of the following recognized signature guaranty programs: (i) the
Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock
Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program
(SEMP); or
(iv) such other guaranty program acceptable to the Trustee.



                                      A-15


                 OPTION OF HOLDER TO ELECT PURCHASE ON CHANGE IN
                                     CONTROL

      If you want to elect to have this 2021 Debenture purchased, in
whole or in
part, by the Company pursuant to Section 701 of the Indenture, check the
following box: / /

      If you want to have only part of this 2021 Debenture purchased by
the
Company pursuant to Section 701 of the Indenture, state the principal
amount you
want to be purchased (must be $1,000 or a multiple of $1,000):
$____________.

(3)Signature guaranteed
by:_____________________________________________________


By:__________________________________




















- ----------
(3) The Signature must be guaranteed by an institution which is a member
of
one of the following recognized signature guaranty programs: (i) the
Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock
Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program
(SEMP); or
(iv) such other guaranty program acceptable to the Trustee.


                                      A-16


SCHEDULE OF EXCHANGES OF SECURITIES(4)

      The following exchanges, redemptions, repurchases or conversions of
a part
of this Global Security have been made:


                              AMOUNT OF DECREASE IN      AMOUNT OF
INCREASE IN
                             PRINCIPAL AMOUNT OF THIS   PRINCIPAL AMOUNT
OF THE
    DATE OF TRANSACTION          GLOBAL SECURITY            GLOBAL
SECURITY
- --------------------------- --------------------------  -----------------
- -------












- ----------
(4)   This schedule should be included only if the Security is a Global
      Security.


                                      A-17



ANNEX B



                              TRANSFER RESTRICTIONS
                      RELATING TO PROPOSED TAX REGULATIONS

      (a) For purposes of this Annex B, the following terms shall have
the
following meanings:

      "BENEFICIAL OWNERSHIP" shall mean ownership of Shares (including
Shares
deemed to be held as a result of ownership of the 2021 Debentures) by a
Person
who would be treated as an owner of such Shares directly, indirectly or
constructively through the application of Section 267(b) of the Code, as
modified in any way by Section 883 of the Code and the regulations
promulgated
thereunder. The terms "Beneficial Owner", "Beneficially Owns" and
"Beneficially
Owned" shall have correlative meanings.

      "CHARITABLE BENEFICIARY" shall mean the organization or
organizations
described in Section 170(c)(2) and 501(c)(3) of the Code selected by the
Excess
Debentures Trustee.

      "CODE" shall mean the United States Internal Revenue Code of 1986,
as
amended from time to time.

      "EXCESS DEBENTURES" shall mean 2021 Debentures resulting from an
event
described in subsection (c) hereof.

      "EXCESS DEBENTURES TRUST" shall mean the trust created pursuant to
this
Annex B.

      "EXCESS DEBENTURES TRUSTEE" shall mean a Person, who shall be
unaffiliated
with the Company, any Purported Beneficial Transferee and any Purported
Record
Transferee, appointed by the Company as the trustee of the Excess
Debentures
Trust.

      "EXISTING HOLDERS" shall mean (i) any member of the group of
Persons that
jointly filed Amendment No. 2 to the Third Amended and Restated Schedule
13D
with the United States Securities and Exchange Commission on January 19,
2001
with respect to the beneficial ownership of shares of Common Stock; and
(ii) any
Permitted Transferee.

      "MARKET PRICE" of the 2021 Debentures on any date shall mean the
average
of the Closing Price for the five (5) consecutive trading days ending on
such
date, or if such date is not a trading date, the five consecutive trading
days
preceding such date. The "Closing Price" on any date shall mean (i) the
last
sale price, regular way, or, in case no such sale takes place on such
day, the
average of the closing bid and asked prices, regular way, in either case
as
reported in the principal consolidated transaction reporting system if
the 2021
Debentures are listed or admitted to trading on the New York Stock
Exchange, or
(ii) if the 2021 Debentures are not listed or admitted to trading on the
New
York Stock Exchange, the last sale price, regular way, or in case no such
sale
takes place on such day, the average of the closing bid and asked prices,
as
reported in the principal consolidated transaction reporting system with
respect
to securities listed on the principal national securities exchange on
which the
2021 Debentures are listed or admitted to trading, or (iii) if the 2021
Debentures are not listed or admitted to trading on any national
securities
exchange, the last quoted price, or if not so quoted, the average of the
high
bid and low asked prices in the over-the-counter market, as reported by
the
National Association of


                                      B-1


Securities Dealers, Inc. Automated Quotation System or, if such system is
no
longer in use, the principal other automated quotations system that may
then be
in use, or (iv) if the 2021 Debentures are not quoted by any such
organization,
the average of the closing bid and asked prices as furnished by a
professional
market maker making a market in the 2021 Debentures selected by the
Company.
Such Market Price shall be expressed as a percentage price per $1,000 of
principal amount of the 2021 Debentures.

      "OWNERSHIP LIMIT" shall mean, in the case of a Person other than an
Existing Holder, Beneficial Ownership of more than four and nine-tenths
percent
(4.9%), by value, vote or number, of the Shares. The Ownership Limit
shall not
apply to any Existing Holder.

      "PERMITTED TRANSFER" shall mean a Transfer by an Existing Holder to
any
Person which does not result in the Company losing its exemption from
taxation
on gross income derived from the international operation of a ship or
ships
within the meaning of Section 883 of the Code. Any such transferee is
herein
referred to as a "Permitted Transferee."

      "PERSON" shall mean a person as defined by Section 7701(a) of the
Code.

      "PURPORTED BENEFICIAL HOLDER" shall mean, with respect to any event
(other
than a purported Transfer, but including holding Shares or 2021
Debentures in
excess of the Ownership Limitation) which results in Excess Debentures,
the
Person for whom the Purported Record Holder held 2021 Debentures that,
pursuant
to subsection (c) hereof, became Excess Debentures upon the occurrence of
such
event.

      "PURPORTED BENEFICIAL TRANSFEREE" shall mean, with respect to any
purported Transfer which results in Excess Debentures, the purported
beneficial
transferee for whom the Purported Record Transferee would have acquired
2021
Debentures if such Transfer had been valid under subsection (b) hereof.

      "PURPORTED RECORD HOLDER" shall mean, with respect to any event
(other
than a purported Transfer, but including holding Shares or 2021
Debentures in
excess of the Ownership Limitation) which results in Excess Debentures,
the
record holder of the 2021 Debentures that, pursuant to subsection (c)
hereof,
became Excess Debentures upon the occurrence of such event.

      "PURPORTED RECORD TRANSFEREE" shall mean, with respect to any
purported
Transfer which results in Excess Debentures, the record holder of the
2021
Debentures if such Transfer had been valid under subsection (b) hereof.

      "RESTRICTION TERMINATION DATE" shall mean such date as may be
determined
by the Company in its sole discretion (and for any reason) as the date on
which
the ownership and transfer restrictions set forth in this Annex B should
cease
to apply.

      "SHARES" shall means shares of the Company as may be authorized and
issued
from time to time pursuant to its Articles of Incorporation. For purposes
of
determining a Person's Beneficial Ownership of any Shares, the conversion
of the
2021 Debentures and any other convertible securities held by such Person
shall
be deemed effected and any option, warrant or similar instrument held by
such
Person shall be deemed exercised.

      "TRANSFER" shall mean any sale, transfer, gift, hypothecation,
pledge,
assignment, devise or other disposition of the Shares or the 2021
Debentures
(including (i) the granting of any


                                      B-2


option or interest similar to an option (including an option to acquire
an
option or any series of such options) or entering into any agreement for
the
sale, transfer or other disposition of the 2021 Debentures or (ii) the
sale,
transfer, assignment or other disposition of any securities or rights
convertible into or exchangeable for the 2021 Debentures or Shares,
whether
voluntary or involuntary, whether of record, constructively or
beneficially and
whether by operation of law or otherwise. For purposes of this
definition,
whether securities or rights are convertible or exchangeable for the 2021
Debentures or Shares shall be determined in accordance with Sections
267(b) and
883 of the Code.

      Terms used in this Annex B, but not defined herein, shall have the
meaning
set forth in the Supplemental Indenture.

      (b) Except as provided in subsection (i) hereof, until the
Restriction
Termination Date: (1) no Person (other than an Existing Holder) shall
Beneficially Own Shares and/or 2021 Debentures representing Shares in
excess of
the Ownership Limit; (2) any Transfer that, if effective, would result in
any
Person (other than an Existing Holder) Beneficially Owning Shares and/or
2021
Debentures representing Shares in excess of the Ownership Limit shall be
void ab
initio as to the Transfer of that amount of the 2021 Debentures
representing
Shares which would be otherwise Beneficially Owned by such Person in
excess of
the Ownership Limit, and the intended transferee shall acquire no rights
in such
2021 Debentures in excess of the Ownership Limit; and (3) any Transfer of
the
2021 Debentures that, if effective, would result in the Company being
"closely
held" within the meaning of Section 883 of the Code and the regulations
promulgated thereunder shall be void ab initio as to the Transfer of that
amount
of such 2021 Debentures which would cause the Company to be "closely
held"
within the meaning of Section 883 of the Code and the regulations
promulgated
thereunder and the intended transferee shall acquire no rights in such
2021
Debentures.

      (c)   (1) If, notwithstanding the other provisions contained in
this
Supplemental Indenture, at any time until the Restriction Termination
Date,
there is a purported Transfer or other event such that any Person (other
than an
Existing Holder) would Beneficially Own Shares and/or 2021 Debentures
representing Shares in excess of the Ownership Limit, then, except as
otherwise
provided in subsection (i) hereof, such 2021 Debentures representing
Shares
which would be in excess of the Ownership Limit, shall automatically be
designated as Excess Debentures, as further described below. The
designation of
such 2021 Debentures as Excess Debentures shall be effective as of the
close of
business on the business day prior to the date of the Transfer or other
event.
If, after designation of such 2021 Debentures owned directly by a Person
as
Excess Debentures, such Person still owns 2021 Debentures representing
Shares in
excess of the applicable Ownership Limit, 2021 Debentures representing
Shares
Beneficially Owned by such Person constructively in excess of the
Ownership
Limit shall be designated as Excess Debentures until such Person does not
Beneficially Own Shares and/or 2021 Debentures representing Shares in
excess of
the applicable Ownership Limit. Where such Person owns 2021 Debentures
constructively through one or more Persons and the 2021 Debentures as
held by
such other Persons must be designated as Excess Debentures, the
designation of
2021 Debentures held by such other Persons as Excess Debentures shall be
pro
rata.

            (2) If, notwithstanding the other provisions contained in
this
Supplemental Indenture, at any time until the Restriction Termination
Date,
there is a purported Transfer or other event which, if effective, would
cause
the Company to become "closely held" within the meaning of Section 883 of
the
Code and regulations promulgated thereunder, then, except as


                                      B-3


otherwise provided in subsection (i) hereof, the 2021 Debentures being
Transferred or which are otherwise affected by such event and which, in
either
case, would cause, when taken together with all 2021 Debentures and
Shares, the
Company to be "closely held" within the meaning of Section 883 of the
Code and
the regulations promulgated thereunder shall automatically be designated
as
Excess Debentures. The designation of such 2021 Debentures as Excess
Debentures
shall be effective as of the close of business on the business day prior
to the
date of the Transfer or other event. If, after designation of such 2021
Debentures owned directly by a Person as Excess Debentures, such Person
still
owns 2021 Debentures representing Shares in excess of the applicable
Ownership
Limit, 2021 Debentures representing Shares Beneficially Owned by such
Person
constructively in excess of the Ownership Limit shall be designated as
Excess
Debentures until such Person does not own Shares and/or 2021 Debentures
or in
excess of the applicable Ownership Limit. Where such Person owns 2021
Debentures
constructively through one or more Persons and the 2021 Debentures held
by such
other Persons must be designated as Excess Debentures, the designation of
2021
Debentures held by such other Persons as Excess Debentures shall be pro
rata.

      (d) If the Company shall at any time determine in good faith that a
purported Transfer or other event has taken place in violation of
subsection (b)
hereof or that a Person intends to acquire or has attempted to acquire
2021
Debentures representing Beneficial Ownership of Shares in violation of
subsection (b) hereof, the Company may take such action as it deems
advisable to
refuse to give effect to or to prevent such Transfer or other event,
including,
but not limited to, refusing to give effect to such Transfer or other
event on
the books of the Company and the Trustee, instituting proceedings to
enjoin such
Transfer or other event or transaction, provided, however, that any
Transfers or
attempted Transfers (or, in the case of events other than a Transfer,
Beneficial
Ownership) in violation of subsection (b) hereof shall be void ab initio
and
automatically result in the designation and treatment described in
subsection
(c) hereof, irrespective of any action (or non-action) by the Company.

      (e) Any Person who acquires or attempts to acquire 2021 Debentures
in
violation of subsection (b) hereof, or any Person who is a purported
transferee
such that Excess Debentures result under subsection (c) hereof, shall
immediately give written notice to the Company of such Transfer,
attempted
Transfer or other event and shall provide to the Company such other
information
as the Company may request in order to determine the effect, if any, of
such
Transfer or attempted Transfer or other event on the Company's status as
qualifying for exemption from taxation on gross income from the
international
operation of a ship or ships within the meaning of Section 883 of the
Code.

      (f) Prior to the Restriction Termination Date: (1) every Person who
holds
2021 Debentures and/or Shares representing Beneficial Ownership of three
percent
(3%) or more, by vote, value or number, or such lower percentages as
required
pursuant to regulations under the Code, of the outstanding Shares
(including any
2021 Debentures deemed to be converted into Shares) shall promptly after
becoming such a three percent (3%) Beneficial Owner, give written notice
to the
Company stating the name and address of such Beneficial Owner, the
general
ownership structure of such Beneficial Owner, the number of shares of
each class
of Shares and/or the amount of 2021 Debentures Beneficially Owned, and a
description of how such Shares or 2021 Debentures are held and (2) each
Person
who is a Beneficial Owner of Shares (including 2021 Debentures deemed to
be
converted into Shares) or 2021 Debentures and each Person (including the
holder
of record) who is holding Shares or 2021 Debentures for a Beneficial
Owner shall
provide on demand to the Company such information as the Company


                                      B-4


may request from time to time in order to determine the Company's status
as
exempt from taxation on gross income from the international operation of
a ship
or ships within the meaning of Section 883 of the Code and to ensure
compliance
with the Ownership Limit.

      (g) Nothing contained in this Supplemental Indenture shall limit
the
ability of the Company to take such other action as it deems necessary or
advisable to protect the interests of the Company by preservation of the
Company's status as exempt from taxation on gross income from the
international
operation of a ship or ships within the meaning of Section 883 of the
Code and
to ensure compliance with the Ownership Limit.

      (h) Reserved.

      (i) The Company upon receipt of a ruling from the Internal Revenue
Service
or an opinion of tax counsel, satisfactory to it in its sole and absolute
discretion, in each case to the effect that the Company's status as
exempt from
taxation on gross income from the international operation of a ship or
ships
within the meaning of Section 883 of the Code will not be jeopardized,
may
exempt a Person (or may generally exempt any class of Persons) from the
Ownership Limit if the Company, in its sole discretion, ascertains that
such
Person's (or Persons') Beneficial Ownership of Shares and/or 2021
Debentures
will not jeopardize the Company's status as exempt from taxation on gross
income
from the international operation of a ship or ships within the meaning of
Section 883 of the Code. The Company may require representations and
undertakings from such Person or Persons as are necessary to make such
determination.

      (j) Prior to the Restriction Termination Date, each certificate for
the
2021 Debentures shall bear the following legend:

      THIS SECURITY IS SUBJECT TO LIMITATIONS ON OWNERSHIP CONTAINED IN
THE
INDENTURE, IN ORDER TO PERMIT THE COMPANY TO RETAIN ITS STATUS AS A
PUBLICLY
TRADED CORPORATION UNDER PROPOSED TREASURY REGULATIONS UNDER SECTION 883
OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.

      (k) Upon any purported Transfer or other event that results in
Excess
Debentures pursuant to subsection (b) or (c) hereof, such Excess
Debentures
shall be deemed to have been transferred to the Excess Debentures
Trustee, as
trustee of the Excess Debentures Trust, for the benefit of the Charitable
Beneficiary effective as of the close of business on the business day
prior to
the date of the Transfer or other event. The Purported Record Transferee
or
Purported Record Holder shall have no rights in such Excess Debentures.
The
Purported Beneficial Transferee or Purported Beneficial Holder shall have
no
rights in such Excess Debentures except as provided in subsection (m).
The
Excess Debentures Trustee may resign at any time so long as the Company
shall
have appointed a successor trustee. The Excess Debentures Trustee shall,
from
time to time, designate one or more charitable organization or
organizations as
the Charitable Beneficiary.

      (l) Excess Debentures shall be entitled to the same interest or
distributions as determined as if the designation of Excess Debentures
had not
occurred. Any interest or distributions paid prior to the discovery by
the
Company that the 2021 Debentures have been designated as Excess
Debentures shall
be repaid to the Excess Debentures Trust upon demand.


                                      B-5


Otherwise, any interest or distributions on the Excess Debentures shall
be paid
to the Excess Debentures Trust. All interest or distributions received or
other
income earned by the Excess Debentures Trust shall be paid over to the
Charitable Beneficiary.

      (m) Excess Debentures shall be transferable only as provided in
this
subsection (m). At the direction of the Company, the Excess Debentures
Trustee
shall transfer the Excess Debentures held in the Excess Debentures Trust
to a
Person or Persons (including, without limitation, the Company under
subsection
(n) below) whose ownership of such 2021 Debentures shall not violate the
Ownership Limit or otherwise cause the Company to become "closely held"
within
the meaning of Section 883 of the Code within 180 days after the later of
(i)
the date of the Transfer or other event which resulted in Excess
Debentures and
(ii) the date the Company determines in good faith that a Transfer or
other
event resulting in Excess Debentures has occurred, if the Company does
not
receive a notice of such Transfer or other event pursuant to subsection
(e)
hereof. If such a transfer is made, the interest of the Charitable
Beneficiary
shall terminate, the designation of such 2021 Debentures as Excess
Debentures
shall thereupon cease and a payment shall be made to the Purported
Beneficial
Transferee, Purported Beneficial Holder and/or the Charitable Beneficiary
as
described below. If the Excess Debentures resulted from a purported
Transfer,
the Purported Beneficial Transferee shall receive a payment from the
Excess
Debentures Trustee that reflects a price for such Excess Debentures equal
to the
lesser of (A) the price received by the Excess Debentures Trustee and
(B)(x) the
price such Purported Beneficial Transferee paid for the 2021 Debentures
in the
purported Transfer that resulted in the Excess Debentures, or (y) if the
Purported Beneficial Transferee did not give value for such Excess
Debentures
(through a gift, devise or other similar event) a price equal to the
product of
(1) the Market Price of such 2021 Debentures on the date of the purported
Transfer that resulted in the Excess Debentures and (2) the aggregate
principal
amount of such Excess Debentures. If the Excess Debentures resulted from
an
event other than a purported Transfer, the Purported Beneficial Holder
shall
receive a payment from the Excess Debentures Trustee that reflects a
price for
Excess Debentures equal to the lesser of (A) the price received by the
Excess
Debentures Trustee and (B) the product of (1) the Market Price of such
2021
Debentures on the date of the event that resulted in Excess Debentures
and (2)
the aggregate principal amount of such Excess Debentures. Prior to any
transfer
of any interest in the Excess Debenture Trust, the Company must have
waived in
writing its purchase rights, if any, under subsection (n) hereof. Any
funds
received by the Excess Debentures Trustee in excess of the funds payable
to the
Purported Beneficial Holder or the Purported Beneficial Transferor shall
be paid
to the Charitable Beneficiary. The Company shall pay the costs and
expenses of
the Excess Debentures Trustee.

      Notwithstanding the foregoing, if the provisions of this subsection
(m)
are determined to be void or invalid by virtue of any legal decision,
statute,
rule or regulation, then the Purported Beneficial Transferee or Purported
Beneficial Holder of Excess Debentures may be deemed, at the option of
the
Company, to have acted as an agent on behalf of the Company, in acquiring
or
holding such Excess Debentures and to hold such Excess Debentures on
behalf of
the Company.

      (n) Excess Debentures shall be deemed to have been offered for sale
by the
Excess Debentures Trustee to the Company, or its designee, at a price
equal to
(i) in the case of Excess Debentures resulting from a purported Transfer,
the
lesser of (A) the price of the 2021 Debentures in the transaction that
created
such Excess Debentures (or, in the case of devise, gift or other similar
event,
the Market Price of the 2021 Debentures on the date of such devise, gift
or
other similar event), or (B) the product of (1) the lowest Market Price
of the
2021 Debentures


                                      B-6


which resulted in the Excess Debentures at any time after the date such
2021
Debentures were designated as Excess Debentures and prior to the date the
Company, or its designee, accepts such offer and (2) the aggregate
principal
amount of such Excess Debentures or (ii) in the case of Excess Debentures
resulting from an event other than a purported Transfer, the lesser of
(A) the
product of (1) the Market Price of the 2021 Debentures on the date of
such event
and (2) the aggregate principal amount of such Excess Debentures or (B)
the
product of (1) the lowest Market Price for 2021 Debentures at any time
from the
date of the event resulting in such Excess Debentures and prior to the
date the
Company, or its designee, accepts such offer and (2) the aggregate
principal
amount of such Excess Debentures. The Company shall have the right to
accept
such offer for a period of ninety (90) days after the later of (i) the
date of
the Transfer or other event which resulted in such Excess Debentures and
(ii)
the date the Company determines in good faith that a Transfer or other
event
resulting in Excess Debentures has occurred, if the Company does not
receive a
notice of such Transfer or other event pursuant to subsection (e) hereof.

      (o) The Company is authorized specifically to seek equitable
relief,
including injunctive relief, to enforce the provisions of this Annex B.
No delay
or failure on the part of the Company in exercising any right hereunder
shall
operate as a waiver of any right of the Company, except to the extent
specifically waived in writing.

      (p) The Trustee of the 2021 Debentures shall have no responsibility
to
monitor the ownership of the 2021 Debentures.




                                      B-7


                                   EXHIBIT B-1

                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
              REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES(5)

      Re:   2% Convertible Senior Debentures due 2021 (the "Securities")
of
            Carnival Corporation

      This certificate relates to $___________ principal amount of
Securities
owned in (check applicable box)

      / /      book-entry or

      / /      definitive form

by ___________________________________________________________ (the
"Transferor").

      The Transferor has requested a Security Registrar or the Trustee to
exchange or register the transfer of such Securities.

      In connection with such request and in respect of each such
Security, the
Transferor does hereby certify that the Transferor is familiar with
transfer
restrictions relating to the Securities as provided in Section 202 of the
Supplemental Indenture dated as of April 25, 2001 (the "Indenture"),
between
Carnival Corporation and US Bank Trust National Association, as trustee.

      In connection with any transfer of any of the Securities evidenced
by this
certificate occurring prior to the expiration of the period referred to
in Rule
144(k) under the Securities Act after the later of the date of original
issuance
of the Securities and the last date, if any, on which such Securities
were owned
by the Company or any Affiliate of the Company, the undersigned confirms
that
such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

      (1)     / /     to the Company or a subsidiary of the Company; or

      (2)     / /     pursuant to an  effective  registration  statement
 under
                      the Securities Act of 1933; or

      (3)     / /     to a "qualified institutional buyer" (as defined in
Rule
                      144A under the Securities Act of 1933) that
purchases for
                      its own account or for the account of a qualified
                      institutional buyer to whom notice is given that
such
                      transfer is being made in reliance on Rule 144A, in
each
                      case pursuant to and in compliance with Rule 144A
under
                      the Securities Act of 1933; or

- ----------
(5)   This certificate should only be included if this Security is a
Transfer
      Restricted Security.


                                     B-1-1


      (4)     / /     to an institutional accredited investor, defined in
Rule
                      501(a)(1), (2), (3) or (7) of Regulation D under
the
                      Securities Act; or

      (5)     / /     pursuant to another available exemption from
registration
                      under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register
any of
the Securities evidenced by this certificate in the name of any person
other
than the registered holder thereof, PROVIDED, HOWEVER, that if box (4) or
(5) is
checked, the Trustee may require, prior to registering any such transfer
of the
Securities, such legal opinions, certifications and other information as
the
Company has reasonably requested to confirm that such transfer is being
made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the
exemption
provided by Rule 144 under such Act.



____________________________________________
                                    Signature


Signature Guarantee:

________________________________
____________________________________________
Signature must be guaranteed        Signature


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED

      The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it
exercises
sole investment discretion and that it and any such account is a
"qualified
institutional buyer" within the meaning of Rule 144A under the Securities
Act of
1933, and is aware that the sale to it is being made in reliance on Rule
144A
and acknowledges that it has received such information regarding the
Company as
the undersigned has requested pursuant to Rule 144A or has determined not
to
request such information and that it is aware that the transferor is
relying
upon the undersigned's foregoing representations in order to claim the
exemption
from registration provided by Rule 144A.

Dated:________________________
____________________________________________
                                  NOTICE: To be executed by an executive
officer




                                     B-1-2


                                   EXHIBIT B-2

             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

Carnival Corporation
3655 N.W. 87th Avenue,
Miami, Florida  33178-2428
Attention:  Corporate Secretary


US Bank Trust National Association, as Security Registrar
100 Wall Street, 16th floor
New York, NY 10005
Attention:  Corporate Trust Administration


Dear Sirs:

      We are delivering this letter in connection with the proposed
transfer of
$_____________ principal amount of the 2% Convertible Senior Debentures
due 2021
(the "Debentures") of Carnival Corporation (the "Company"), which are
convertible into shares of Common Stock of the Company.

      We hereby confirm that:

            (i) we are an "accredited investor" within the meaning of
Rule
      501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
of
      1933, as amended (the "Securities Act"), or an entity in which all
of the
      equity owners are "accredited investors" within the meaning of Rule
      501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
(an
      "Institutional Accredited Investor");

            (ii) the purchase of Debentures by us is for our own account
or for
      the account of one or more other Institutional Accredited Investors
or as
      fiduciary for the account of one or more trusts, each of which is
an
      "accredited investor" within the meaning of Rule 501(a)(7) under
the
      Securities Act and for each of which we exercise sole investment
      discretion or (B) we are a "bank," within the meaning of Section
3(a)(2)
      of the Securities Act, or a "savings and loan association" or other
      institution described in Section 3(a)(5)(A) of the Securities Act
that is
      acquiring Debentures as fiduciary for the account of one or more
      institutions for which we exercise sole investment discretion;

            (iii) we will acquire Debentures having a minimum aggregate
      principal amount of not less than $100,000 for our own account or
for any
      separate account for which we are acting;

            (iv) we have such knowledge and experience in financial and
business
      matters that we are capable of evaluating the merits and risks of
      purchasing Debentures; and

            (v) we are not acquiring Debentures with a view to
distribution
      thereof or with any present intention of offering or selling
Debentures or
      the Common Stock deliverable upon conversion thereof, except as
permitted
      below; provided that the disposition of our




                                     B-2-1



      property and property of any accounts for which we are acting as
fiduciary
      shall remain at all times within our control.

      We understand that the Debentures were originally offered and sold
in a
transaction not involving any public offering within the United States
within
the meaning of the Securities Act and that the Debentures and the shares
of
Common Stock (the "Securities") issuable upon conversion thereof have not
been
registered under the Securities Act, and we agree, on our own behalf and
on
behalf of each account for which we acquire any Debentures, that if in
the
future we decide to resell or otherwise transfer such Securities prior to
the
date on which the Securities are transferable pursuant to Rule 144(k)
under the
Securities Act, such Securities may be resold or otherwise transferred
only (i)
to the Company or any subsidiary thereof, or (ii) for as long as the
Debentures
are eligible for resale pursuant to Rule 144A, to a person we reasonably
believe
to be a "qualified institutional buyer" (as defined in Rule 144A under
the
Securities Act) that purchases for its own account or for the account of
such a
qualified institutional buyer to which notice is given that the transfer
is
being made in reliance on Rule 144A, or (iii) to an Institutional
Accredited
Investor that is acquiring the Security for its own account, or for the
account
of such an Institutional Accredited Investor for investment purposes and
not
with a view to, or for offer or sale in connection with, any distribution
in
violation of the Securities Act, or (iv) pursuant to another available
exemption
from registration under the Securities Act (if applicable), or (v)
pursuant to a
registration statement which has been declared effective under the
Securities
Act and, in each case, in accordance with any applicable securities laws
of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Securities. We further agree
to
provide any person purchasing any of the Securities other than pursuant
to
clause (v) above from us a notice advising such purchaser that resales of
such
securities are restricted as stated herein. We understand that the
trustee or
the transfer agent, as the case may be, for the Securities will not be
required
to accept for registration of transfer any Securities pursuant to (iii)
or (iv)
above except upon presentation of evidence satisfactory to the Company
and the
trustee that the foregoing restrictions on transfer have been complied
with. We
further understand that any Securities will be in the form of definitive
physical certificates and that such certificates will bear a legend
reflecting
the substance of this paragraph other than certificates representing
Securities
transferred pursuant to clause (v) above.

      We acknowledge that the Company, others, the Trustee, the Security
Registrar and you will rely upon our confirmations, acknowledgments and
agreements set forth herein, and we agree to notify you promptly in
writing if
any of our representations or warranties herein ceases to be accurate and
complete.



                                     B-2-2


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


______________________________________
                                          (Name of Purchaser)


By:___________________________________
                                             Name:
                                             Title:
                                             Address:









EXHIBIT 10.4

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
made
and entered into as of April 25, 2001, by and between CARNIVAL CORPORATION,
a
corporation organized and existing pursuant to the laws of the Republic of
Panama (the "Company") and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE,
FENNER &
SMITH INCORPORATED (the "Initial Purchaser").

                  This Agreement is made pursuant to the Purchase Agreement,
dated April 20, 2001 (the "Purchase Agreement"), between the Company, as
issuer
of the 2% Convertible Senior Debentures due 2021 (the "Debentures"), and the
Initial Purchaser, which provides for, among other things, the sale by the
Company to the Initial Purchaser of the aggregate principal amount at
maturity
of Debentures specified therein. In order to induce the Initial Purchaser to
enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution of this
Agreement
is a condition to the closing under the Purchase Agreement.

                  The Company agrees with the Initial Purchaser, (i) for its
benefit as Initial Purchaser and (ii) for the benefit of the beneficial
owners
(including the Initial Purchaser) from time to time of the Debentures, and
the
beneficial owners from time to time of the Underlying Common Stock (as
defined
herein) issued upon conversion of, if any, (each of the foregoing a "Holder"
and
together the "Holders"), as follows:

         SECTION 1. DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

                  "Affiliate" With respect to any specified person, an
"affiliate," as defined in Rule 144, of such person.

                  "Applicable Conversion Price" The Applicable Conversion
Price
as of any date of determination means per $1,000 principal amount at
maturity of
Debentures as of such date of determination divided by the Conversion Rate
in
effect as of such date of determination or, if no Debentures are then
outstanding, the Conversion Rate that would be in effect were Debentures
then
outstanding.

                  "Business Day" Each Monday, Tuesday, Wednesday, Thursday
and
Friday that is not a day on which banking institutions in The City of New
York
are authorized or obligated by law or executive order to close.

                  "Common Stock" The Common Stock, $0.01 par value, of the
Company and any other shares of common stock as may constitute "Common
Stock"
for purposes of the Indenture, including the Underlying Common Stock.

                  "Company" See the first paragraph hereof.

                  "Conversion Rate" Conversion Rate shall have the meaning
assigned to such term in the Indenture.


                  "Damages Accrual Period" See Section 2(e) hereof.

                  "Damages Payment Date" Each April 15 and October 15.

                  "Debentures" See the second paragraph hereof.

                  "Deferral Notice" See Section 3(h) hereof.

                  "Deferral Period" See Section 3(h) hereof.

                  "Effectiveness Deadline Date" See Section 2(a) hereof.

                  "Effectiveness Period" The period of two years from the
Issue
Date or such shorter period ending on the date that all Registrable
Securities
have ceased to be Registrable Securities.

                  "Event" See Section 2(e) hereof.

                  "Event Date" See Section 2(e) hereof.

                  "Event Termination Date" See Section 2(e) hereof.

                  "Exchange Act" The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "Filing Deadline Date"  See Section 2(a) hereof.

                  "Holder" See the third paragraph hereof.

                  "Indenture" The Indenture, dated as of the date hereof,
between the Company and U.S. Bank Trust National Association, as trustee, as
amended and supplemented by the First Supplemental Indenture, dated as of
April
25, 2001, pursuant to which the Debentures are being issued.

                  "Initial Purchaser" See the first paragraph of this
Agreement.

                  "Initial Shelf Registration Statement" See Section 2(a)
hereof.

                  "Issue Date" means April 25, 2001.

                  "Liquidated Damages Amount"  See Section 2(e) hereof.

                  "Material Event"  See Section 3(h) hereof.

                  "Notice and Questionnaire" A written notice delivered to
the
Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company, dated April 20, 2001, relating to the Debentures.


                                       2


                  "Notice Holder" On any date, any Holder that has delivered
a
Notice and Questionnaire to the Company on or prior to such date.

                  "Prospectus" The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an
effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials
incorporated
by reference in such Prospectus.

                  "Purchase Agreement" See the second paragraph of hereof.

                  "Record Date" With respect to any Damages Payment Date
relating to any Debenture or Underlying Common Stock as to which any
Liquidated
Damages Amount has accrued, (i) the 15th day immediately preceding such
Damages
Payment Date if the Damages Accrual Period has not ended, or (ii) the date
of
the end Damages Accrual Period.

                  "Record Holder" With respect to any Damages Payment Date
relating to any Debenture or Underlying Common Stock as to which any
Liquidated
Damages Amount has accrued, the registered holder of such Debenture or
Underlying Common Stock, as the case may be, on the Record Date.

                  "Registrable Securities" The Securities, until such
securities
have been converted or exchanged and, at all times subsequent to any such
conversion or exchange, any securities into or for which such securities
have
been converted or exchanged, and any security issued with respect thereto
upon
any stock dividend, split, merger or similar event until, in the case of any
such security, the earliest of (i) its effective registration under the
Securities Act and resale in accordance with the Registration Statement
covering
it, (ii) expiration of the holding period that would be applicable thereto
under
Rule 144(k) were it not held by an Affiliate of the Company or (iii) its
sale to
the public pursuant to Rule 144.

                  "Registration Expenses"  See Section 5 hereof.

                  "Registration Statement" Any registration statement of the
Company that covers any of the Registrable Securities pursuant to the
provisions
of this Agreement, including the Prospectus, amendments and supplements to
such
registration statement, including post-effective amendments, all exhibits,
and
all materials incorporated by reference in such registration statement.

                  "Restricted Securities" As this term is defined in Rule
144.

                  "Rule 144" Rule 144 under the Securities Act, as such Rule
may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

                  "Rule 144A" Rule 144A under the Securities Act, as such
Rule
may be amended from time to time, or any similar rule or regulation
hereafter
adopted by the SEC.

                  "SEC" The Securities and Exchange Commission.


                                       3


                  "Securities" Collectively means the Debentures and the
Underlying Common Stock.

                  "Securities Act" The Securities Act of 1933, as amended,
and
the rules and regulations promulgated by the SEC thereunder.

                  "Shelf Registration Statement" See Section 2(a) hereof.

                  "Subsequent Shelf Registration Statement" See Section 2(b)
hereof.

                  "TIA" The Trust Indenture Act of 1939, as amended.

                  "Trustee" U.S. Bank Trust Company (or any successor
entity),
the Trustee under the Indenture.

                  "Underlying Common Stock" The Common Stock into which the
Debentures are convertible or issued upon any such conversion.

         SECTION 2. SHELF REGISTRATION.

                  (a) The Company shall prepare and file or cause to be
prepared
and filed with the SEC no later than a date which is ninety (90) days after
the
Issue Date (the "Filing Deadline Date") a Registration Statement for an
offering
to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a "Shelf Registration Statement") registering the resale
from
time to time by Holders thereof of all of the Registrable Securities (the
"Initial Shelf Registration Statement"). The Initial Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution reasonably elected by the
Holders
and set forth in the Initial Shelf Registration Statement; provided, that in
no
event will such method(s) of distribution take the form of an underwritten
offering of the Registrable Securities without the prior agreement of the
Company. The Company shall use commercially reasonable efforts to cause the
Initial Shelf Registration Statement to be declared effective under the
Securities Act by the date (the "Effectiveness Deadline Date") that is one
hundred and eighty (180) days after the Issue Date, and to keep the Initial
Shelf Registration Statement (or any Subsequent Shelf Registration
Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period subject to the rights of the Company under Section 3(h)
to
create a Deferral Period. At the time the Initial Shelf Registration
Statement
is declared effective, each Holder that became a Notice Holder on or prior
to
the date 10 Business Days prior to such time of effectiveness shall be named
as
a selling securityholder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with
applicable
law under ordinary circumstances, subject to compliance with blue sky laws.
The
Company shall not permit any of its securityholders (other than the Holders
of
Registrable Securities) to include any of the Company's securities in the
Shelf
Registration Statement.

                  (b) If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective other than
during
a Deferral Period for any reason at any time during the Effectiveness
Period,
the Company shall use reasonable efforts to obtain


                                       4


the prompt withdrawal of any order suspending the effectiveness thereof, and
in
any event shall within thirty (30) days of such cessation of effectiveness
amend
the Shelf Registration Statement in a manner reasonably expected by the
Company
to obtain the withdrawal of the order suspending the effectiveness thereof,
or
file an additional Shelf Registration Statement covering all of the
Securities
that as of the date of such filing are Registrable Securities (a "Subsequent
Shelf Registration Statement"). If a Subsequent Shelf Registration Statement
is
filed, the Company shall use reasonable efforts to cause the Subsequent
Shelf
Registration Statement to become effective as promptly as reasonably
practicable
after such filing, unless during a Deferral Period, or, if filed during a
Deferral Period, after the expiration of a Deferral Period, and to keep such
Registration Statement (or subsequent Shelf Registration Statement)
continuously
effective until the end of the Effectiveness Period.

                  (c) The Company shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement if required by the Securities Act.

                  (d) Each Holder of Registrable Securities agrees that if
such
Holder wishes to sell Registrable Securities pursuant to a Shelf
Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 3(h). Each Holder of Registrable Securities wishing
to
sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the
Company
at least ten (10) Business Days prior to any intended distribution of
Registrable Securities under the Shelf Registration Statement. From and
after
the date the Initial Shelf Registration Statement is declared effective, the
Company shall, as promptly as reasonably practicable after the date a Notice
and
Questionnaire is delivered, (i) if required by applicable law, file with the
SEC
a post-effective amendment to the Shelf Registration Statement or prepare
and,
if required by applicable law, file a supplement to the related Prospectus
or a
supplement or amendment to any document incorporated therein by reference or
file any other document required by the SEC so that the Holder delivering
such
Notice and Questionnaire is named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to
permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company shall file
a
post-effective amendment to the Shelf Registration Statement, use reasonable
efforts to cause such post-effective amendment to be declared effective
under
the Securities Act as promptly as reasonably practicable; (ii) provide such
Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii)
notify such Holder as promptly as reasonably practicable after the
effectiveness
under the Securities Act of any post-effective amendment filed pursuant to
Section 2(d)(i); provided, that if such Notice and Questionnaire is
delivered
during a Deferral Period, the Company shall so inform the Holder delivering
such
Notice and Questionnaire and shall take the actions set forth in clauses
(i),
(ii) and (iii) above upon expiration of the Deferral Period in accordance
with
Section 3(h). Notwithstanding anything contained herein to the contrary, the
Company shall be under no obligation to name any Holder that is not a Notice
Holder as a selling securityholder in any Registration Statement or related
Prospectus; provided, however, that any Holder that becomes a Notice Holder
pursuant to the provisions of Section 2(d) of this Agreement (whether or not
such Holder was a Notice Holder at the time the Registration Statement was
initially declared effective) shall be named as a selling securityholder in
the
Registration Statement or related Prospectus subject to and in accordance
with
the requirements of this Section 2(d).


                                       5


                  (e) The parties hereto agree that the Holders of
Registrable
Securities will suffer damages, and that it would not be feasible to
ascertain
the extent of such damages with precision, if (i) the Initial Shelf
Registration
Statement has not been filed on or prior to the Filing Deadline Date, (ii)
the
Initial Shelf Registration Statement has not been declared effective under
the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of
days
permitted in respect of such period pursuant to Section 3(h) hereof (each of
the
events of a type described in any of the foregoing clauses (i) through (iii)
are
individually referred to herein as an "Event," and the Filing Deadline Date
in
the case of clause (i), the Effectiveness Deadline Date in the case of
clause
(ii), and the date on which the aggregate duration of Deferral Periods in
any
period exceeds the number of days permitted by Section 3(h) hereof in the
case
of clause (iii), being referred to herein as an "Event Date"). Events shall
be
deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration
Statement
is declared effective under the Securities Act in the case of an Event of
the
type described in clause (ii), termination of the Deferral Period that
caused
the limit on the aggregate duration of Deferral Periods in a period set
forth in
Section 3(h) to be exceeded in the case of the commencement of an Event of
the
type described in clause (iii).

                  Accordingly, commencing on (and including) any Event Date
and
ending on (but excluding) the next date on which there are no Events that
have
occurred and are continuing (a "Damages Accrual Period"), the Company agrees
to
pay, as liquidated damages and not as a penalty, an amount (the "Liquidated
Damages Amount"), payable on the Damages Payment Dates to Record Holders of
then
outstanding Debentures that are Registrable Securities, of then outstanding
shares of Underlying Common Stock issued upon conversion of Debentures that
are
Registrable Securities, if any, as the case may be, accruing, for each
portion
of such Damages Accrual Period beginning on and including a Damages Payment
Date
(or, in respect of the first time that the Liquidation Damages Amount is to
be
paid to Record Holders on a Damages Payment Date as a result of the
occurrence
of any particular Event, beginning on and including the Event Date) and
ending
on but excluding the first to occur of (A) the date of the end of the
Damages
Accrual Period or (B) the next Damages Payment Date, at a rate per annum
equal
to one-quarter of one percent (0.25%) for the first 90-day period from the
Event
Date, and thereafter at a rate per annum equal to one-half of one percent
(0.50%) of the aggregate principal amount of such Debentures or the
aggregate
Applicable Conversion Price of the shares of Underlying Common Stock, as the
case may be, in each case determined as of the Record Date; provided, that
any
Liquidated Damages Amount accrued with respect to any Debenture or portion
thereof called for redemption on a redemption date or converted into
Underlying
Common Stock on a conversion date prior to the Damages Payment Date, shall,
in
any such event, be paid instead to the Holder who submitted such Debenture
or
portion thereof for redemption or conversion on the applicable redemption
date
or conversion date, as the case may be, on such date (or promptly following
the
conversion date, in the case of conversion). Notwithstanding the foregoing,
no
Liquidated Damages Amounts shall accrue as to any Registrable Security from
and
after the earlier of (x) the date such security is no longer a Registrable
Security and (y) expiration of the Effectiveness Period. The rate of accrual
of
the Liquidated Damages Amount with respect to any period shall not exceed
the
rate provided for in this paragraph notwithstanding the occurrence of
multiple
concurrent Events. Following the cure of all Events requiring the payment by
the
Company of Liquidated Damages Amounts to the


                                       6


Holders of Registrable Securities pursuant to this Section, the accrual of
Liquidated Damages Amounts will cease (without in any way limiting the
effect of
any subsequent Event requiring the payment of the Liquidated Damages Amount
by
the Company).

                  The Trustee shall be entitled, on behalf of Holders of
Debentures or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of any Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the
sole
remedy for a violation of the terms of this Agreement with respect to which
liquidated damages are expressly provided shall be such liquidated damages.

                  All of the Company's obligations set forth in this Section
2(e) that are outstanding with respect to any Registrable Security at the
time
such Security ceases to be a Registrable Security shall survive until such
time
as all such obligations with respect to such security have been satisfied in
full (notwithstanding termination of this Agreement pursuant to Section
8(j)).

                  The parties hereto agree that the liquidated damages
provided
for in this Section 2(e) constitute a reasonable estimate of the damages
that
may be incurred by Holders of Registrable Securities by reason of the
failure of
the Shelf Registration Statement to be filed or declared effective or
available
for effecting resales of Registrable Securities in accordance with the
provisions hereof.

         SECTION 3. REGISTRATION PROCEDURES. In connection with the
registration
obligations of the Company under Section 2 hereof, the Company shall:

                  (a) Subject to section 3(h), prepare and file with the SEC
such amendments and post-effective amendments to each Registration Statement
as
may be necessary to keep such Registration Statement continuously effective
for
the applicable period specified in Section 2(a); cause the related
Prospectus to
be supplemented by any required Prospectus supplement, and as so
supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force)
under
the Securities Act; and use reasonable efforts to comply with the provisions
of
the Securities Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such
Prospectus as so supplemented.

                  (b) As promptly as reasonably practicable give notice to
the
Notice Holders and the Initial Purchaser (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a
Registration
Statement has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the Initial
Shelf
Registration Statement under the Securities Act, by the SEC or any other
federal
or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of any Registration
Statement or the initiation or threatening of any proceedings for that
purpose,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of
the
Registrable Securities for sale in any jurisdiction or


                                       7


the initiation or threatening of any proceeding for such purpose, (v) of the
occurrence of (but not the nature of or details concerning) a Material Event
(provided, however, that no notice by the Company shall be required pursuant
to
this clause (v) in the event that the Company either promptly files a
Prospectus
supplement to update the Prospectus or a Form 8-K or other appropriate
Exchange
Act report that is incorporated by reference into the Registration
Statement,
which, in either case, contains the requisite information with respect to
such
Material Event that results in such Registration Statement no longer
containing
any untrue statement of material fact or omitting to state a material fact
necessary to make the statements contained therein not misleading) and (vi)
of
the determination by the Company that a post-effective amendment to a
Registration Statement will be filed with the SEC, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(h)), state
that
it constitutes a Deferral Notice, in which event the provisions of Section
3(h)
shall apply.

                  (c) Use reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement or the
lifting of
any suspension of the qualification (or exemption from qualification) of any
of
the Registrable Securities for sale in any jurisdiction in which they have
been
qualified for sale, in either case at the earliest possible moment or, if a
Deferral Period is in effect, at the earliest possible moment after the
Deferral
Period.

                  (d) If reasonably requested by the Initial Purchaser or
any
Notice Holder, as promptly as reasonably practicable incorporate in a
Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchaser or such Notice Holder shall, on the
basis
of an opinion of nationally-recognized counsel experienced in such matters,
determine to be required to be included therein by applicable law and make
any
required filings of such Prospectus supplement or such post-effective
amendment;
provided, that the Company shall not be required to take any actions under
this
Section 3(d) that are not, in the reasonable opinion of counsel for the
Company,
in compliance with applicable law or to include the disclosure which at the
time
would have an adverse effect on the business or operation of the Company
and/ or
its Subsidiaries, as determined in good faith by the Company.

                  (e) As promptly as reasonably practicable furnish to each
Notice Holder and the Initial Purchaser, upon their request and without
charge,
at least one (1) conformed copy of the Registration Statement and any
amendment
thereto, including financial statements, but excluding schedules, all
documents
incorporated or deemed to be incorporated therein by reference and all
exhibits
(unless requested in writing to the Company by such Notice Holder or the
Initial
Purchaser, as the case may be).

                  (f) During the Effectiveness Period, deliver to each
Notice
Holder in connection with any sale of Registrable Securities pursuant to a
Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities (including each
preliminary
prospectus) and any amendment or supplement thereto as such Notice Holder
may
reasonably request; and the Company hereby consents (except during such
periods
that a Deferral Notice is outstanding and has not been revoked) to the use
of
such Prospectus or each amendment or supplement thereto by each Notice
Holder in
connection with any offering and sale of the Registrable Securities covered
by
such Prospectus or any amendment or supplement thereto in the manner set
forth
therein.


                                       8


                  (g) Subject to Section 3(h), prior to any public offering
of
the Registrable Securities pursuant to the Shelf Registration Statement, use
commercially reasonable efforts to register or qualify or cooperate with the
Notice Holders in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Notice Holder reasonably
requests
in writing (which request may be included in the Notice and Questionnaire)
it
being agreed that no such registration or qualification will be made unless
so
requested; prior to any public offering of the Registrable Securities
pursuant
to the Shelf Registration Statement, use reasonable efforts to keep each
such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder's offer and sale
of
Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things necessary to
enable
the disposition in such jurisdictions of such Registrable Securities in the
manner set forth in the relevant Registration Statement and the related
Prospectus; provided, that the Company will not be required to (i) qualify
as a
foreign corporation or as a dealer in securities in any jurisdiction where
it is
not otherwise qualified but for this Agreement or (ii) take any action that
would subject it to general service of process in suits or to taxation in
any
such jurisdiction where it is not then so subject.

                  (h) Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement
under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event
or
the existence of any fact (a "Material Event") as a result of which any
Registration Statement shall contain any untrue statement of a material fact
or
omit to state any material fact required to be stated therein or necessary
to
make the statements therein not misleading, or any Prospectus shall contain
any
untrue statement of a material fact or omit to state any material fact
required
to be stated therein or necessary to make the statements therein, in the
light
of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any corporate development that, in the discretion
of
the Company, makes it appropriate to suspend the availability of the Shelf
Registration Statement and the related Prospectus, (i) in the case of clause
(B)
above, subject to the next sentence, as promptly as reasonably practicable
prepare and file a post-effective amendment to such Registration Statement
or a
supplement to the related Prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by
reference into such Registration Statement and Prospectus so that such
Registration Statement does not contain any untrue statement of a material
fact
or omit to state any material fact required to be stated therein or
necessary to
make the statements therein not misleading, and such Prospectus does not
contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in
the light of the circumstances under which they were made, not misleading,
as
thereafter delivered to the purchasers of the Registrable Securities being
sold
thereunder, and, in the case of a post-effective amendment to a Registration
Statement, subject to the next sentence, use reasonable efforts to cause it
to
be declared effective as promptly as is reasonably practicable, and (ii)
give
notice to the Notice Holders that the availability of the Shelf Registration
Statement is suspended (a "Deferral Notice") and, upon receipt of any
Deferral
Notice, each Notice Holder agrees to suspend the use of the Prospectus and
not
to sell any Registrable Securities pursuant to the Registration Statement
until
such Notice Holder's receipt of copies of the supplemented or amended
Prospectus
provided for in clause (i)


                                       9


above, or until it is advised in writing by the Company that the Prospectus
may
be used, and has received copies of any additional or supplemental filings
that
are incorporated or deemed incorporated by reference in such Prospectus. The
Company will use all reasonable efforts to ensure that the use of the
Prospectus
may be resumed (x) in the case of clause (A) above, as promptly as
reasonably
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not
be
prejudicial to or contrary to the interests of the Company or, if necessary
to
avoid unreasonable burden or expense, as soon as reasonably practicable
thereafter and (z) in the case of clause (C) above, as soon as, in the
discretion of the Company, such suspension is no longer appropriate. The
period
during which the availability of the Registration Statement and any
Prospectus
is suspended (the "Deferral Period") shall, without the Company incurring
any
obligation to pay liquidated damages pursuant to Section 2(e), not exceed
sixty
(60) days in any three (3) month period or one hundred and twenty (120) days
in
any twelve (12) month period.

                  (i) If reasonably requested in writing in connection with
a
disposition of Registrable Securities pursuant to a Registration Statement,
make
reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Notice Holders,
all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
executive officers, directors and designated employees of the Company and
its
subsidiaries to make reasonably available for inspection during normal
business
hours all relevant information reasonably requested by such representative
for
the Notice Holders or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar
"due
diligence" examinations; provided, however, that such persons shall first
agree
in writing with the Company that any information that is reasonably
designated
by the Company in writing as confidential at the time of delivery of such
information shall be kept confidential by such persons and shall be used
solely
for the purposes of exercising rights under this Agreement and such person
shall
comply with applicable securities laws, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements
pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv)
such
information becomes available to any such person from a source other than
the
Company and such source is not bound by a confidentiality agreement or
fiduciary
obligations; and provided further, that the foregoing inspection and
information
gathering shall, to the greatest extent possible, be coordinated on behalf
of
all the Notice Holders and the other parties entitled thereto by the counsel
referred to in Section 5.

                  (j) Comply with all applicable rules and regulations of
the
SEC and make generally available to its securityholders earning statements
(which need not be audited) satisfying the provisions of Section 11(a) of
the
Securities Act and Rule 158 thereunder (or any similar rule promulgated
under
the Securities Act) no later than 90 days after the end of the first 12-
month
period constituting a fiscal year commencing on the first day of the first
fiscal quarter of the first fiscal year of the Company commencing after the
effective date of a Registration Statement, which statements shall cover
said
12-month periods.


                                       10


                  (k) Cooperate with each Notice Holder to facilitate the
timely
preparation and delivery of certificates representing Registrable Securities
sold pursuant to a Registration Statement, and cause such Registrable
Securities
to be in such denominations as are permitted by the Indenture and registered
in
such names as such Notice Holder may request in writing at least two
Business
Days prior to any sale of such Registrable Securities.

                  (l) Provide a CUSIP number for all Registrable Securities
covered by each Registration Statement not later than the effective date of
such
Registration Statement and provide the Trustee for the Debentures and the
transfer agent for the Common Stock with certificates for the Registrable
Securities that are in a form eligible for deposit with The Depository Trust
Company.

                  (m) Make reasonable effort to provide such information as
is
required for any filings required to be made with the National Association
of
Securities Dealers, Inc.

                  (n) Enter into such customary agreements and take all such
other reasonable necessary actions in connection therewith (including those
reasonably requested by the holders of a majority of the Registrable
Securities
being sold) in order to expedite or facilitate the registration or the
disposition of such Registrable Securities; provided that the Company shall
not
be required to take any action in connection with an underwritten offering
without its consent; and

                  (o) Cause the Indenture to be qualified under the TIA not
later than the effective date of any Registration Statement; and in
connection
therewith, cooperate with the Trustee to effect such changes to the
Indenture as
may be required for the Indenture to be so qualified in accordance with the
terms of the TIA and execute, and use reasonable efforts to cause the
Trustee to
execute, all documents as may be required to effect such changes, and all
other
forms and documents required to be filed with the SEC to enable the
Indenture to
be so qualified in a timely manner.

         SECTION 4. HOLDER'S OBLIGATIONS. Each Holder agrees, by acquisition
of
the Registrable Securities, that no Holder of Registrable Securities shall
be
entitled to sell any of such Registrable Securities pursuant to a
Registration
Statement or to receive a Prospectus relating thereto, unless such Holder
has
furnished the Company with a Notice and Questionnaire as required pursuant
to
Section 2(d) hereof (including the information required to be included in
such
Notice and Questionnaire) and the information set forth in the next
sentence.
Each Notice Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously
furnished
to the Company by such Notice Holder not misleading and any other
information
regarding such Notice Holder and the distribution of such Registrable
Securities
as may be required to be disclosed in the Registration Statement under
applicable law or pursuant to SEC comments. Each Holder further agrees to
notify
the Company within 10 business days of request, of the amount of Registrable
Securities sold pursuant to the Registration Statement and, in the absence
of a
response, the Company may assume that all of the Holder's Registrable
Securities
were so sold.

                  In addition, each Holder agrees that:


                                       11


                  (a) upon receipt of a Deferral Notice, it will keep the
fact
of such notice confidential, forthwith discontinue disposition of its
Registrable Securities pursuant to the Registration Statement, and will not
deliver any Prospectus forming part thereof until receipt of the amended or
supplemented Registration Statement or Prospectus, as applicable, or until
it is
advised in writing by the Company that the Prospectus may be used and has
received copies of any additional or supplemental filings that are
incorporated
or deemed incorporated by reference in such Prospectus;

                  (b) if so directed by the Company in the Deferral Notice,
it
will deliver to the Company (at the Company's expense) all copies, other
than
permanent file copies then in its possession, of the Prospectus; and

                  (c) the sale of the Registrable Securities pursuant to a
Registration Statement shall only be made in the manner set forth in such
currently effective Registration Statement.

         SECTION 5. REGISTRATION EXPENSES. The Company shall bear all fees
and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of
the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees
(including,
without limitation, fees and expenses (x) with respect to filings required
to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws to the extent
such
filings or compliance are required pursuant to this Agreement (including
fees
and expenses of the Company's counsel)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable
Securities
in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements
of
counsel for the Company in connection with the Shelf Registration Statement,
and
(v) reasonable fees and disbursements of the Trustee and its counsel and of
the
registrar and transfer agent for the Common Stock. In addition, the Company
shall pay the internal expenses of the Company (including, without
limitation,
all salaries and expenses of officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange on which the same securities of the Company are then
listed
and the fees and expenses of any person, including special experts, retained
by
the Company.

         SECTION 6. INDEMNIFICATION; CONTRIBUTION.

                  (a) The Company agrees to indemnify and hold harmless the
Initial Purchaser and each holder of Registrable Securities and each person,
if
any, who controls the Initial Purchaser or any holder of Registrable
Securities
within the meaning of either Section 15 of the Securities Act or Section 20
of
the Exchange Act, as follows:

                           (i) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, arising out of
any
                  untrue statement or alleged untrue statement of a material
                  fact contained in the Registration Statement (or any
amendment
                  thereto), or the omission or alleged omission therefrom of
a
                  material


                                       12


                  fact required to be stated therein or necessary to make
the
                  statements therein not misleading or arising out of any
untrue
                  statement or alleged untrue statement of a material fact
                  included in any preliminary prospectus or the Prospectus
(or
                  any amendment or supplement thereto), or the omission or
                  alleged omission therefrom of a material fact necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading;

                           (ii) against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, to the extent
of
                  the aggregate amount paid in settlement of any litigation,
or
                  any investigation or proceeding by any governmental agency
or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any
such
                  alleged untrue statement or omission, provided that
(subject
                  to Section 6(d) below) any such settlement is effected
with
                  the prior written consent of the Company; and

                           (iii) against any and all expense whatsoever, as
                  incurred (including the fees and disbursements of counsel
                  chosen by the Initial Purchaser), reasonably incurred in
                  investigating, preparing or defending against any
litigation,
                  or any investigation or proceeding by any governmental
agency
                  or body, commenced or threatened, or any claim whatsoever
                  based upon any such untrue statement or omission, or any
such
                  alleged untrue statement or omission, to the extent that
any
                  such expense is not paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any
loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in
reliance
upon and in conformity with written information furnished to the Company by
the
Initial Purchaser, such holder of Registrable Securities (which also
acknowledges the indemnity provisions herein) or any person, if any, who
controls the Initial Purchaser or any such holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto)
or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, that this indemnity agreement shall not apply
to
any loss, liability, claim, damage or expense (1) arising from an offer or
sale
of Registrable Securities occurring during a Deferral Period, if a Deferral
Notice was given to such Notice Holder in accordance with Section 8(b), or
(2)
if the Holder fails to deliver at or prior to the written confirmation of
sale,
the most recent Prospectus, as amended or supplemented, and such Prospectus,
as
amended or supplemented, would have corrected such untrue statement or
omission
or alleged untrue statement or omission of a material fact.

                  (b) In connection with any Shelf Registration in which a
holder, including, without limitation, the Initial Purchaser, of Registrable
Securities is participating, in furnishing information relating to such
holder
of Registrable Securities to the Company in writing expressly for use in
such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the holders of such Registrable
Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial
Purchaser and each person, if any, who controls the Initial Purchaser within
the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange
Act and the Company, and each person, if any, who controls the Company
within
the meaning of either such Section, against any and all loss, liability,
claim,


                                       13


damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the
Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by or on behalf
of
such holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) or any person, if any, who controls any such holder of
Registrable Securities expressly for use in the Registration Statement (or
any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

                  The Initial Purchaser agrees to indemnify and hold
harmless
the Company, the holders of Registrable Securities, and each person, if any,
who
controls the Company or any holder of Registrable Securities within the
meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in
the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements
or
omissions, made in the Registration Statement (or any amendment thereto), or
any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information
furnished
to the Company by the Initial Purchaser expressly for use in the
Registration
Statement (or any amendment thereto) or such preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).

                  (c) Each indemnified party shall give notice as promptly
as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but
failure to
so notify an indemnifying party shall not relieve such indemnifying party
from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability
which it
may have otherwise than on account of this indemnity agreement. The
indemnifying
party, upon request of the indemnified party, shall retain counsel
reasonably
satisfactory to the indemnified party to represent the indemnified party and
any
others the indemnifying party may designate in such proceeding and shall pay
the
fees and disbursements of such counsel related to such proceeding. In any
such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense
of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii)
the
named parties to any such proceeding (including any impleaded parties)
include
both the indemnifying party and the indemnified party and representation of
both
parties by the same counsel would be inappropriate due to actual or
potential
differing interests between them. It is understood that the indemnifying
party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same
jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel), whose fees must be reasonable, for the
Initial
Purchaser, Holders of Registrable Securities, and all persons, if any, who
control the Initial Purchaser or Holders of Registrable Securities within
the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange
Act, collectively (b) the fees and expenses of more than one separate firm
(in
addition to any local counsel), whose fees must be reasonable, for the
Company,
and each person, if any, who controls the Company within the meaning of
either
such Section, and that all fees and expenses payable under (a) and (b) above
shall be reimbursed as


                                       14


they are incurred. In the case of any such separate firm for the Initial
Purchaser, Holders of Registrable Securities, and control persons of the
Initial
Purchaser and Holders of Registrable Securities, such firm shall be
designated
in writing by the Initial Purchaser. In the case of any such separate firm
for
the Company, and control persons of the Company, such firm shall be
designated
in writing by the Company. The indemnifying party shall not be liable for
any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final non-appealable judgment for
the
plaintiff, the indemnifying party agrees to indemnify the indemnified party
from
and against any loss or liability by reason of such settlement or judgment.
No
indemnifying party shall, without the prior written consent of the
indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes
an
unconditional release of each indemnified party from all liability arising
out
of such litigation, investigation, proceeding or claim and (ii) does not
include
a statement as to or an admission of fault, culpability or a failure to act
by
or on behalf of any indemnified party.

                  (d) If at any time an indemnified party shall have
requested
an indemnifying party to reimburse the indemnified party for fees and
expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without
its
written consent if (i) such settlement is entered into more than 45 days
after
receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with
such
request prior to the date of such settlement. Notwithstanding the
immediately
preceding sentence, if at any time an indemnified party shall have requested
an
indemnifying party to reimburse the indemnified party for fees and expenses
of
counsel, an indemnifying party shall not be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its consent if such
indemnifying party (1) reimburses such indemnified party in accordance with
such
request to the extent it considers such request to be reasonable and (2)
provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to the date of such settlement.

                  (e) If the indemnification to which an indemnified party
is
entitled under this Section 6 is for any reason unavailable to or
insufficient
although applicable in accordance with its terms to hold harmless an
indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying
party
on the one hand and the indemnified party on the other hand from the
offering of
the Registrable Securities or (ii) if the allocation provided by clause (i)
is
not permitted by applicable law, in such proportion as is appropriate to
reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party on the one hand and of the
indemnified
party on the other hand in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well
as
any other relevant equitable considerations.


                                       15


                  The relative fault of the Company on the one hand and the
holders of the Registrable Securities or the Initial Purchaser on the other
hand
shall be determined by reference to, among other things, whether any such
untrue
or alleged untrue statement of a material fact or omission or alleged
omission
to state a material fact relates to information supplied by the Company or
by
the holder of the Registrable Securities or the Initial Purchaser and the
parties' relative intent, knowledge, access to information and opportunity
to
correct or prevent such statement or omission.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(e) were determined by
pro
rata allocation or by any other method of allocation which does not take
account
of the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses
incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

                  Notwithstanding the provisions of this Section 6, neither
the
holder of any Registrable Securities nor the Initial Purchaser, shall be
required to indemnify or contribute any amount in excess of the amount by
which
the total price at which the Registrable Securities sold by such holder of
Registrable Securities or by the Initial Purchaser, as the case may be, and
distributed to the public were offered to the public exceeds the amount of
any
damages that such holder of Registrable Securities or the Initial Purchaser
has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

                  No person guilty of fraudulent misrepresentation (within
the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                  For purposes of this Section 6(e), each person, if any,
who
controls the Initial Purchaser or any holder of Registrable Securities
within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange
Act shall have the same rights to contribution as the Initial Purchaser or
such
holder, and each person, if any, who controls the Company within the meaning
of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall
have
the same rights to contribution as the Company.

         SECTION 7. INFORMATION REQUIREMENTS. The Company covenants that, if
at
any time before the end of the Effectiveness Period the Company is not
subject
to the reporting requirements of the Exchange Act, the Company will
cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in
writing
(including, without limitation, making such reasonable representations as
any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without
registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions.


                                       16


         SECTION 8. MISCELLANEOUS; NO CONFLICTING AGREEMENTS. Except for
such
agreements that will be waived or amended prior to the filing of the
Registration Statement, the Company is not, as of the date hereof, a party
to,
nor shall the Company, on or after the date of this Agreement, enter into
any
agreement with respect to its securities that conflicts with the rights
granted
to the Holders of Registrable Securities in this Agreement. Except for such
agreements that will be waived or amended prior to the filing of the
Registration Statement, the Company represents and warrants that the rights
granted to the Holders of Registrable Securities hereunder do not in any way
conflict with the rights granted to the holders of either the Company's or
the
Guarantor's respective other issued and outstanding securities under any
other
agreements.

                  (a) AMENDMENTS AND WAIVERS. The provisions of this
Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof
may not be given, unless the Company has obtained the written consent of
Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Debentures deemed to be the Holders,
for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Debentures are or would be convertible or
exchangeable as of the date on which such consent is requested).
Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders of Registrable Securities may be given by Holders of
at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement; provided, that the provisions of
this
sentence may not be amended, modified, or supplemented except in accordance
with
the provisions of the immediately preceding sentence. Each Holder of
Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to
this
Section 8(a), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

                  (b) NOTICES. All notices and other communications provided
for
or permitted hereunder shall be made in writing by hand delivery, by
telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1)
Business
Day after being deposited with such courier, if made by overnight courier or
(iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows:

                  (w) if to a Holder of Registrable Securities that is not a
Notice Holder, at the address for such Holder then appearing in the
Registrar
(as defined in the Indenture);

                  (x) if to a Notice Holder, at the most current address
given
by such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;

                  (y) if to the Company, to:


                                       17


                           Carnival Corporation
                           3655 N.W. 87th Avenue
                           Miami, FL 33178-2428
                           Attention: Arnaldo Perez, Esq., General Counsel
                           Telecopier No.:

                           with a copy to:

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, N.Y.  10019
                           Attention: John C. Kennedy, Esq.
                           Telecopier No.:  (212) 373-2042

                           and

                  (z) if to the Initial Purchaser, to:

                           Merrill Lynch & Co.,
                           Merrill Lynch, Pierce, Fenner & Smith
                                       Incorporated
                           North Tower
                           World Financial Center
                           New York, New York 10080
                           Attention: Mark Hagan
                           Telecopy No.:  (212) 449-9143

or to such other address as such person may have furnished to the other
persons
identified in this Section 8(c) in writing in accordance herewith.

                  (c) APPROVAL OF HOLDERS. Whenever the consent or approval
of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates (as
such
term is defined in Rule 405 under the Securities Act) (other than the
Initial
Purchaser or subsequent Holders of Registrable Securities if such subsequent
Holders are deemed to be such affiliates solely by reason of their holdings
of
such Registrable Securities) shall not be counted in determining whether
such
consent or approval was given by the Holders of such required percentage.

                  (d) SUCCESSORS AND ASSIGNS. Any person who purchases any
Registrable Securities from the Initial Purchaser shall be deemed, for
purposes
of this Agreement, to be an assignee of the Initial Purchaser. This
Agreement
shall inure to the benefit of and be binding upon the successors and assigns
of
each of the parties and shall inure to the benefit of and be binding upon
each
Holder of any Registrable Securities.

                  (e) COUNTERPARTS. This Agreement may be executed in any
number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.


                                       18


                  (f) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (h) SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and
shall in
no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their best efforts to find and employ an alternative means to
achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights
and
privileges of the parties shall be enforceable to the fullest extent
permitted
by law.

                  (i) ENTIRE AGREEMENT. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set
forth
or referred to herein, with respect to the registration rights granted by
the
Company with respect to the Registrable Securities. This Agreement
supersedes
all prior agreements and undertakings among the parties solely with respect
to
such registration rights.

                  (j) TERMINATION. This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Sections 4, 5 or 6 hereof
and
the obligations to make payments of and provide for Liquidated Damages under
Section 2(e) hereof to the extent such damages accrue prior to the end of
the
Effectiveness Period, each of which shall remain in effect in accordance
with
its terms.


                                       19


                  IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.

                                       CARNIVAL CORPORATION


                                       By:/s/ Arnaldo Perez
                                          -----------------------------
                                          Name: Arnaldo Perez
                                          Title: Vice President &
                                          General Councel


Accepted as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                      INCORPORATED

By: /s/ Jon Kline
   -------------------------------------
           Authorized Signatory




EXHIBIT 12

                                CARNIVAL CORPORATION
                         RATIO OF EARNINGS TO FIXED CHARGES
                           (in thousands, except ratios)



                                            Six Months Ended May 31,
                                             2001             2000

Net income                                 $314,913         $375,473
Income tax benefit                           (8,071)          (7,291)
Income before income tax benefit            306,842          368,182

Adjustment to Earnings:
  Dividends received and
    loss from affiliated operations          56,910           19,019

Earnings as adjusted                        363,752          387,201

Fixed Charges:
  Interest expense, net                      62,110           15,460
  Interest portion of rent expense(1)         1,707            1,672
  Capitalized interest                       14,524           21,532

Total fixed charges                          78,341           38,664

Fixed charges not affecting earnings:
  Capitalized interest                      (14,524)         (21,532)
Earnings before fixed charges              $427,569         $404,333

Ratio of earnings to fixed charges              5.5x            10.5x


(1) Represents one-third of rent expense, which management believes
to be representative of the interest portion of rent expense.





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