[FORM OF CERTIFICATE TO BE GIVEN BY ABC AND XYZ S.A. IN CONNECTION WITH EXCHANGE OF PORTION OF THE TEMPORARY GLOBAL NOTE]

CERTIFICATE

_________ Company

_________ percent Foreign Dollar Notes Due [Date]

This is to certify with respect to $_____ principal amount of the above-captioned Securities (i) that we have received from each of the persons appearing in our records as persons entitled to a portion of such principal amount (our "Qualified Account Holders") a certificate with respect to such portion substantially in the form attached here, and (ii) that we are not submitting here for exchange any portion of the temporary global Security representing the above-captioned Securities excepted in such certificates.

We further certify that as of the date of this agreement we have not received any notification from any of our Qualified Account Holders to the effect that the statements made by such Qualified Account Holders with respect to any portion of the part submitted here for exchange are no longer true and cannot be relied upon as of the date of this agreement.

Dated: [Date]

[To be dated no earlier than the Exchange Date]

_________ TRUST COMPANY OF _________,

_________ OFFICE, as Operator of

the ABC System] [XYZ S.A.]