exv4w1



 


Exhibit 4.1












Vivendi Universal S.A.


Issuer


6.25% SENIOR NOTES DUE 2008


6.25% SENIOR NOTES DUE 2008







INDENTURE


Dated as of July 10, 2003







The Bank of New York


Trustee







 












 


CROSS-REFERENCE TABLE*



	 	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	Indenture Section
	
	 	

	310(a)(1)
	 	 	7.10	 
	 	(a)(2)
	 	 	7.10	 
	 	(a)(3)
	 	 	N.A.	 
	 	(a)(4)
	 	 	N.A.	 
	 	(a)(5)
	 	 	7.10	 
	 	(b)
	 	 	7.10	 
	 	(c)
	 	 	N.A.	 
	311(a)
	 	 	7.11	 
	 	(b)
	 	 	7.11	 
	 	(c)
	 	 	N.A.	 
	312(a)
	 	 	2.05	 
	 	(b)
	 	 	11.03	 
	 	(c)
	 	 	11.03	 
	313(a)
	 	 	7.06	 
	 	(b)(1)
	 	 	N.A.	 
	 	(b)(2)
	 	 	7.06; 7.07	 
	 	(c)
	 	 	7.06; 11.02	 
	 	(d)
	 	 	7.06	 
	314(a)
	 	 	4.03; 11.02; 11.05	 
	 	(b)
	 	 	N.A.	 
	 	(c)(1)
	 	 	11.04	 
	 	(c)(2)
	 	 	11.04	 
	 	(c)(3)
	 	 	N.A.	 
	 	(d)
	 	 	N.A.	 
	 	(e)
	 	 	11.05	 
	 	(f)
	 	 	N.A.	 
	315(a)
	 	 	7.01	 
	 	(b)
	 	 	7.05; 11.02	 
	 	(c)
	 	 	7.01	 
	 	(d)
	 	 	7.01	 
	 	(e)
	 	 	6.11	 
	316(a) (last sentence)
	 	 	2.09	 
	 	(a)(1)(A)
	 	 	6.05	 
	 	(a)(1)(B)
	 	 	6.04	 
	 	(a)(2)
	 	 	N.A.	 
	 	(b)
	 	 	6.07	 
	 	(c)
	 	 	2.12	 
	317(a)(1)
	 	 	6.08	 
	 	(a)(2)
	 	 	6.09	 
	 	(b)
	 	 	2.04	 
	318(a)
	 	 	11.01	 
	 	(b)
	 	 	N.A.	 
	 	(c)
	 	 	11.01	 



N.A. means not applicable.


*     This Cross Reference Table is not part of the Indenture.


 






 


TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	 	 	

	ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE 1
	Section 1.01	 	Definitions.
	 	 	1	 
	Section 1.02	 	Other Definitions.
	 	 	26	 
	Section 1.03	 	Incorporation by Reference of Trust Indenture Act.
	 	 	27	 
	Section 1.04	 	Rules of Construction.
	 	 	27	 
	ARTICLE 2.

THE NOTES
	Section 2.01	 	Form and Dating.
	 	 	28	 
	Section 2.02	 	Execution and Authentication.
	 	 	28	 
	Section 2.03	 	Registrar and Paying Agent.
	 	 	29	 
	Section 2.04	 	Paying Agent to Hold Money in Trust.
	 	 	29	 
	Section 2.05	 	Holder Lists.
	 	 	30	 
	Section 2.06	 	Transfer and Exchange.
	 	 	30	 
	Section 2.07	 	Replacement Notes.
	 	 	42	 
	Section 2.08	 	Outstanding Notes.
	 	 	42	 
	Section 2.09	 	Treasury Notes.
	 	 	43	 
	Section 2.10	 	Temporary Notes.
	 	 	43	 
	Section 2.11	 	Cancellation.
	 	 	43	 
	Section 2.12	 	Defaulted Interest.
	 	 	44	 
	Section 2.13	 	Additional Amounts.
	 	 	44	 
	ARTICLE 3.

REDEMPTION AND PREPAYMENT
	Section 3.01	 	Notices to Trustee.
	 	 	46	 
	Section 3.02	 	Selection of Notes to Be Redeemed or Purchased.
	 	 	46	 
	Section 3.03	 	Notice of Redemption.
	 	 	47	 
	Section 3.04	 	Effect of Notice of Redemption.
	 	 	48	 
	Section 3.05	 	Deposit of Redemption or Purchase Price.
	 	 	48	 
	Section 3.06	 	Notes Redeemed or Purchased in Part.
	 	 	48	 
	Section 3.07	 	Optional Redemption.
	 	 	48	 
	Section 3.08	 	Mandatory Redemption.
	 	 	49	 
	Section 3.09	 	Offer to Purchase by Application of Excess Proceeds.
	 	 	49	 
	Section 3.10	 	Redemption of Notes for Changes in Withholding Taxes.
	 	 	50	 
	ARTICLE 4.

COVENANTS
	Section 4.01	 	Payment of Notes.
	 	 	51	 
	Section 4.02	 	Maintenance of Office or Agency.
	 	 	52	 
	Section 4.03	 	Reports.
	 	 	52	 
	Section 4.04	 	Compliance Certificate.
	 	 	53	 
	Section 4.05	 	Taxes.
	 	 	53	 



i






 




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	 	 	

	Section 4.06	 	Stay, Extension and Usury Laws.
	 	 	54	 
	Section 4.07	 	Restricted Payments.
	 	 	54	 
	Section 4.08	 	Dividend and Other Payment Restrictions Affecting
Subsidiaries.
	 	 	57	 
	Section 4.09	 	Incurrence of Indebtedness and Issuance of
Preferred Stock.
	 	 	59	 
	Section 4.10	 	Asset Sales.
	 	 	64	 
	Section 4.11	 	Transactions with Affiliates.
	 	 	66	 
	Section 4.12	 	Liens.
	 	 	67	 
	Section 4.13	 	Business Activities.
	 	 	67	 
	Section 4.14	 	Corporate Existence.
	 	 	67	 
	Section 4.15	 	Offer to Repurchase Upon Change of Control.
	 	 	68	 
	Section 4.16	 	Limitation on Sale and Leaseback Transactions.
	 	 	69	 
	Section 4.17	 	Payments for Consent.
	 	 	70	 
	Section 4.18	 	Designation of Restricted and Unrestricted
Subsidiaries.
	 	 	70	 
	Section 4.19	 	Limitation on Guarantees of Indebtedness by
Restricted Subsidiaries.
	 	 	70	 
	Section 4.20	 	Anti Layering.
	 	 	72	 
	Section 4.21	 	Changes in Covenants when Notes Rated Investment Grade.
	 	 	72	 
	ARTICLE 5.

SUCCESSORS
	Section 5.01	 	Merger, Consolidation, or Sale of Assets.
	 	 	72	 
	Section 5.02	 	Successor Corporation Substituted.
	 	 	73	 
	ARTICLE 6.

DEFAULTS AND REMEDIES
	Section 6.01	 	Events of Default.
	 	 	73	 
	Section 6.02	 	Acceleration.
	 	 	75	 
	Section 6.03	 	Other Remedies.
	 	 	75	 
	Section 6.04	 	Waiver of Past Defaults.
	 	 	75	 
	Section 6.05	 	Control by Majority.
	 	 	75	 
	Section 6.06	 	Limitation on Suits.
	 	 	76	 
	Section 6.07	 	Rights of Holders of Notes to Receive Payment.
	 	 	76	 
	Section 6.08	 	Collection Suit by Trustee.
	 	 	76	 
	Section 6.09	 	Trustee May File Proofs of Claim.
	 	 	76	 
	Section 6.10	 	Priorities.
	 	 	77	 
	Section 6.11	 	Undertaking for Costs.
	 	 	77	 
	ARTICLE 7.

TRUSTEE
	Section 7.01	 	Duties of Trustee.
	 	 	77	 
	Section 7.02	 	Rights of Trustee.
	 	 	78	 
	Section 7.03	 	Individual Rights of Trustee.
	 	 	79	 
	Section 7.04	 	Trustee’s Disclaimer.
	 	 	80	 
	Section 7.05	 	Notice of Defaults.
	 	 	80	 
	Section 7.06	 	Reports by Trustee to Holders of the Notes.
	 	 	80	 
	Section 7.07	 	Compensation and Indemnity.
	 	 	80	 
	Section 7.08	 	Replacement of Trustee.
	 	 	81	 
	Section 7.09	 	Successor Trustee by Merger, etc.
	 	 	82	 



ii






 




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	 	 	

	Section 7.10	 	Eligibility; Disqualification.
	 	 	82	 
	Section 7.11	 	Preferential Collection of Claims Against Company.
	 	 	82	 
	ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	Section 8.01	 	Option to Effect Legal Defeasance or Covenant
Defeasance.
	 	 	83	 
	Section 8.02	 	Legal Defeasance and Discharge.
	 	 	83	 
	Section 8.03	 	Covenant Defeasance.
	 	 	83	 
	Section 8.04	 	Conditions to Legal or Covenant Defeasance.
	 	 	84	 
	Section 8.05	 	Deposited Money and Government Securities to be
Held in Trust; Other Miscellaneous Provisions
	 	 	85	 
	Section 8.06	 	Repayment to Company.
	 	 	85	 
	Section 8.07	 	Reinstatement.
	 	 	86	 
	ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER
	Section 9.01	 	Without Consent of Holders of Notes.
	 	 	86	 
	Section 9.02	 	With Consent of Holders of Notes.
	 	 	87	 
	Section 9.03	 	Compliance with Trust Indenture Act.
	 	 	88	 
	Section 9.04	 	Revocation and Effect of Consents.
	 	 	88	 
	Section 9.05	 	Notation on or Exchange of Notes.
	 	 	88	 
	Section 9.06	 	Trustee to Sign Amendments, etc.
	 	 	88	 
	ARTICLE 10.

SATISFACTION AND DISCHARGE
	Section 10.01	 	Satisfaction and Discharge.
	 	 	89	 
	Section 10.02	 	Application of Trust Money.
	 	 	90	 
	ARTICLE 11.

MISCELLANEOUS






	 	 	 	 	 	 	 	 	 	 	 	 
	Section 11.01	 	Trust Indenture Act Controls.
	 	 	90	 
	Section 11.02	 	Notices.
	 	 	90	 
	Section 11.03	 	Communication by Holders of Notes with Other Holders of Notes.
	 	 	92	 
	Section 11.04	 	Certificate and Opinion as to Conditions Precedent.
	 	 	92	 
	Section 11.05	 	Statements Required in Certificate or Opinion.
	 	 	92	 
	Section 11.06	 	Rules by Trustee and Agents.
	 	 	92	 
	Section 11.07	 	No Personal Liability of Directors, Officers, Employees and Stockholders.
	 	 	92	 
	Section 11.08	 	Governing Law.
	 	 	93	 
	Section 11.09	 	No Adverse Interpretation of Other Agreements.
	 	 	93	 
	Section 11.10	 	Successors.
	 	 	93	 
	Section 11.11	 	Severability.
	 	 	93	 
	Section 11.12	 	Counterpart Originals.
	 	 	93	 
	Section 11.13	 	Table of Contents, Headings, etc.
	 	 	93	 
	Section 11.14	 	Submission to Jurisdiction; Appointment of Agent.
	 	 	93	 



iii






 



EXHIBITS

Exhibit A                     FORM OF NOTE

Exhibit B                     FORM OF CERTIFICATE OF TRANSFER

Exhibit C                     FORM OF CERTIFICATE OF EXCHANGE


iv






 


     INDENTURE, dated as of July 10, 2003, between Vivendi Universal S.A., a
French société anonyme (the “Company”), and The Bank of New York, as trustee
(the “Trustee”).


     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders (as defined herein) of the
U.S. dollar-denominated 6.25% Senior Notes due 2008 (the “Dollar Notes”) and
the euro-denominated 6.25% Senior Notes due 2008 (the “Euro Notes”). The Euro
Notes and the Dollar Notes are referred to herein as the “Notes”.



ARTICLE 1.

DEFINITIONS AND INCORPORATION

BY REFERENCE




Section
1.01     Definitions.


     “144A Global Note” means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
respective Depositary therefor or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Dollar Notes or
Euro Notes, as the case may be, sold in reliance on Rule 144A.


     “Acquired Debt” means, with respect to any specified Person:



		
	 	     (1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with,
or in contemplation of, such other Person merging with or into, or
becoming a Subsidiary of, such specified Person; and




		
	 	     (2) Indebtedness secured by a Lien encumbering any asset acquired by
such specified Person,



     but excluding Indebtedness of such other Person that is extinguished,
retired or repaid concurrently with such other Person becoming a Restricted
Subsidiary of, or at the time it is merged into or consolidates with, such
specified Person.


     “Additional Credit Facility” means any Credit Facility (including the Dual
Currency Credit Facility) entered into by the Company or any Restricted
Subsidiary (other than Cegetel or any of its Subsidiaries) after the date of
this Indenture, and any amendment, restatement, refunding, renewal, replacement
or refinancing of an Existing Credit Facility (including in a manner that
results in an increase in the amount borrowed thereunder). The extent to which
a Additional Credit Facility may benefit from Liens or Subsidiary guarantees is
described under Sections 4.12 and 4.19 hereof.


     “Additional Notes” means additional notes (other than the Initial Notes)
issued from time to time under this Indenture in accordance with Sections 2.02
and 4.09 hereof.


     “Adjusted Treasury Rate” means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, where:



		
	 	     (1) “Comparable Treasury Issue” means the U. S. Treasury security
selected by the Quotation Agent as having a final maturity most nearly
equal to the period from such redemption



 






 





		
	 	date to the final maturity of the Notes, and that would be utilized,
at the time of selection and in accordance with customary financial
practice, in pricing new issues of U.S. dollar denominated corporate debt
securities in a principal amount approximately equal to the then
outstanding principal amount of the Dollar Notes and of a maturity most
nearly equal to the final maturity of the Notes; provided, however, that,
if the period from such redemption date to the maturity date of the
relevant series of Dollar Notes is less than one year, a fixed maturity
of one year shall be used;




		
	 	     (2) “Comparable Treasury Price” means, with respect to any
redemption date:




		
	 	     (a) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such
redemption date, as set forth in the daily statistical release (or
any successor release) published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for US
Government Securities”; or
	 
	 	     (b) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (a)
the average of the Reference Treasury Dealer Quotations for such
redemption date (which in any event, must include at least two such
quotations), after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (b) if the Quotation Agent
obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such Quotations.




		
	 	     (3) “Reference Treasury Dealer” means any primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”)
appointed by the Company in consultation with the Trustee.
	 
	 	     (4) “Reference Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and offered prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.
	 
	 	     (5) “Quotation Agent” means the Reference Treasury Dealer appointed
by the Company to act as the Quotation Agent after consultation with the
Trustee.



     “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control,”
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative
meanings. Notwithstanding the foregoing, no Person (other than the Company or
any Subsidiary of the Company) in whom a Receivables Subsidiary makes an
Investment in connection with a Receivables Program shall be deemed to be an
Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.


     “Agent” means any Registrar, co-registrar, Paying Agent or additional
paying agent.


     “Applicable Premium” means with respect to any Note on any redemption date
the greater of:



		
	 	     (1) 1% of the principal amount of such Note; or



2






 








		
	 	     (2) the excess (to the extent positive) of:




		
	 	     (a) the present value at such redemption date of (i) the
principal amount of such Note plus (ii) all required interest
payments due on such Notes to and including their final maturity
(excluding accrued but unpaid interest) computed using a discount
rate equal to the Bund Rate as of such redemption date (in the case
of Euro Notes) or the Adjusted Treasury Rate as of such redemption
date (in the case of Dollar Notes), in each case, plus 50 basis
points; over
	 
	 	     (b)  the principal amount of such Note.




     “Applicable Procedures” means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary with respect thereto that apply to such transfer or exchange.


     “Asset Sale” means:



		
	 	     (1) the sale, lease, conveyance or other disposition of any assets
or rights; provided that the sale, conveyance or other disposition of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole shall be governed by the provisions of
Section 4.15 hereof and/or the provisions of Section 5.01 hereof and not
by the provisions of Section 4.10 hereof; and




		
	 	     (2) the issuance of Equity Interests by any of the Company’s
Restricted Subsidiaries.



     In any VUE Asset Sale in which the transferee assumes the outstanding
Class B preferred stock of Vivendi Universal Entertainment LLLP, either
directly or through the acquisition of Vivendi Universal Entertainment LLLP,
the transfer of the common shares of USA Interactive owned by the Company as of
the date of this Indenture to such transferee in connection with the assumption
of obligations by that transferee under such Class B preferred stock will not
be regarded as a separate Asset Sale.


     Notwithstanding the preceding, none of the following items shall be deemed
to be an Asset Sale.



		
	 	     (1) any single transaction or series of related transactions that
involves Equity Interests or assets having a fair market value of less
than €20 million;




		
	 	     (2) a transfer of assets between or among the Company and one or
more of its Restricted Subsidiaries (including any Person that becomes a
Restricted Subsidiary in connection with such transaction);




		
	 	     (3) an issuance of Equity Interests by a Restricted Subsidiary to
the Company or to another Restricted Subsidiary;




		
	 	     (4) the sale or lease of inventory or accounts receivable in the
ordinary course of business;




		
	 	     (5) any sale or other disposition of Receivables and Related Assets
pursuant to or in connection with a Receivables Program;



3






 








		
	 	     (6) any sale, lease or other disposition in the ordinary course of
business of obsolete, worn out or damaged equipment no longer being used
by the Company or its Restricted Subsidiaries;




		
	 	     (7) any sale or disposition deemed to occur in connection with
creating or granting any Permitted Lien;




		
	 	     (8) the sale or other disposition of cash or Cash Equivalents; and




		
	 	     (9) a Restricted Payment or Permitted Investment that is permitted
by Section 4.07 hereof.



     “Attributable
Debt” in respect of a Sale and Leaseback Transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
Sale and Leaseback Transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such lease, determined in accordance with GAAP.


     “Bankruptcy
Law” means (i) with respect to the Company, Section six (livre
sixième) of the French commercial code (Code de commerce) and any
implementation decree mentioned in such Section and (ii) with respect to any
other Person, title 11, U.S. Code or any similar U.S. federal or state law for
the relief of debtors.


     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3)
of the Exchange Act), such “person” shall be deemed to have beneficial
ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the passage of time or occurrence of a
subsequent condition within the control of that person. The terms “Beneficially
Owns” and “Beneficially Owned” have a corresponding meaning.


     “Board of Directors” means:



		
	 	     (1) with respect to a corporation, the board of directors of the
corporation or, except in the context of the definitions of “Change of
Control” and “Continuing Directors,” any committee thereof;




		
	 	     (2) with respect to a partnership, the Board of Directors of the
general partner of the partnership; and




		
	 	     (3) with respect to any other Person, the board or committee of such
Person serving a similar function.



     “Broker-dealer”
has the meaning set forth in the Registration Rights
Agreement.


     “Bund
Rate” means, with respect to any redemption date, the rate per annum
equal to the equivalent yield to maturity as of such date of the Comparable
German Bund Issue, assuming a price for the Comparable German Bund Issue
(expressed as a percentage of its principal amount) equal to the Comparable
German Bund Price for such redemption date, where:


4






 




		
	 	     (1) “Comparable German Bund Issue” means the German Bundesanleihe
security selected by any Reference German Bund Dealer as having a final
maturity most nearly equal to the period from such redemption date to the
final maturity of the Notes, and that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing
new issues of Euro denominated corporate debt securities in a principal
amount approximately equal to the then outstanding principal amount of
the Euro Notes and of a maturity most nearly equal to the final maturity
of the Notes; provided, however, that, if the period from such redemption
date to the maturity date of the Euro Notes is less than one year, a
fixed maturity of one year shall be used;
	 
	 	     (2) “Comparable German Bund Price” means, with respect to any
redemption date, the average of all Reference German Bund Dealer
Quotations for such date (which, in any event, must include at least two
such quotations), after excluding the highest and lowest such Reference
German Bund Dealer Quotations, or if the Company obtains fewer than four
such Reference German Bund Dealer Quotations, the average of all such
quotations;
	 
	 	     (3) “Reference German Bund Dealer” means any dealer of German
Bundesanleihe securities appointed by the Company in consultation with
the Trustee; and
	 
	 	     (4) “Reference German Bund Dealer Quotations” means, with respect to
each Reference German Bund Dealer and any relevant date, the average as
determined by the Company, of the bid and offered prices for the
Comparable German Bund Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Company by such Reference
German Bund Dealer at 3.30 p.m. Frankfurt, Germany time on the third
Business Day preceding such redemption date.



     “Business Day” means each day other than a Saturday, a Sunday or a day on
which commercial banking institutions are authorized or required by law to
close in New York City, London, England or Paris, France.


     “Capital Lease Obligation” means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.


     “Capital Stock” means:



		
	 	     (1) in the case of a corporation, corporate stock;




		
	 	     (2) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;




		
	 	     (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and




		
	 	     (4) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person,



but excluding any debt securities convertible into such equity securities.


5






 


     “Cash Equivalents” means:



		
	 	     (1) U.S. dollars, euros and any other currency that is freely
convertible into U.S. dollars or euros without legal restrictions and
which is used by the Company or any of the Restricted Subsidiaries
holding such other currency in the ordinary course of its business;




		
	 	     (2) securities issued or directly and fully guaranteed or insured by
the government of France, Germany, the United Kingdom or the United
States or any agency or instrumentality of such government (provided that
the full faith and credit of such government is pledged in support of
those securities) having maturities of not more than one year from the
date of acquisition;




		
	 	     (3) certificates of deposit and euro and dollar time deposits with
maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any commercial bank having capital and
surplus in excess of $500 million and a Thomson Bank Watch Rating (or the
successor thereto) of “B” or better;




		
	 	     (4) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;




		
	 	     (5) commercial paper having the highest rating obtainable from
Moody’s or S&P and in each case maturing within one year after the date
of acquisition; and




		
	 	     (6) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (1) through
(5) of this definition.



     “Cegetel” means Cegetel Groupe S.A., a French société anonyme.


     “Cegetel Minority Interest Percentage” means at any time the proportion of
Capital Stock of Cegetel, held by Persons who are not Affiliates of the Company
at any time.


     “Cegetel Shareholders Agreement” means the Shareholders Agreement, dated
May 14, 1997, among the shareholders of Cegetel, as amended, novated or
replaced from time to time.


     “Change of Control” means the occurrence of any of the following:



		
	 	     (1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries,
taken as a whole, to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act);




		
	 	     (2) the adoption of a plan relating to the liquidation or
dissolution of the Company;




		
	 	     (3) the consummation of any transaction (including, without
limitation, any merger or consolidation) or series of related
transactions the result of which is that any “person” (as that term is
used in Section 13(d)(3) of the Exchange Act), becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of
the Company, measured by voting power rather than number of shares; or



6






 








		
	 	     (4) during any consecutive two-year period, the first day on which a
majority of the members of the Board of Directors of the Company who were
members of the Board of Directors at the beginning of such period are not
Continuing Directors.



     “Clearstream” means Clearstream Banking, S.A.


     “Common Depositary” means The Bank of New York as common depositary for
Euroclear and Clearstream with respect to the Euro Global Notes, and any
successor entity thereto.


     “Company” means Vivendi Universal S.A., a French société anonyme, and any
and all successors thereto.


     “Consolidated Adjusted EBITDA” means, with respect to any specified Person
for any period, the aggregate of the EBITDA of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis; provided that:



		
	 	     (1) the EBITDA of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting will be included
only to the extent of the amount of dividends or distributions paid in
cash (or to the extent converted into cash) to or by the specified Person
or a Restricted Subsidiary of the Person;




		
	 	     (2) the EBITDA of any Restricted Subsidiary for the relevant period
will be excluded to the extent that the declaration or payment of
dividends or similar distributions (including by intercompany loan) by
that Restricted Subsidiary in respect of that EBITDA is at the date of
determination not permitted, in each case (a) without any prior
governmental approval (that has not been obtained) or (b) directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its shareholders,
whether as a result of the need for a third-party approval (that has not
been obtained) or otherwise (including, for the avoidance of doubt, the
terms of the Cegetel Shareholders Agreement and the Maroc Shareholders
Agreement, in each case as in effect on the date of this Indenture);
provided that the terms of the Vivendi Universal Entertainment LLLP Term
Loan Facility, or any refinancing of such facility containing similar
restrictions on dividends and intercompany loans, shall not result in the
exclusion of the EBITDA of any member of the VUE Group if on the date of
determination at least $50 million in dividends or similar distributions
(including by intercompany loans) to the Company would be permitted;




		
	 	     (3) the cumulative effect of a change in accounting principles will
be excluded; and




		
	 	     (4) the EBITDA of any Unrestricted Subsidiary will be included to
the extent distributed or otherwise paid in cash (or to the extent
converted into cash) to the specified Person or one of its Restricted
Subsidiaries.



     “Consolidated Financial Debt” means Indebtedness of the Company and its
Subsidiaries on a consolidated basis reported as “Financial Debt” or under a
similar heading in its financial statements, plus to the extent not included in
“Financial Debt” the amount of any preferred stock or Capital Lease Obligation,
in each case calculated in accordance with GAAP applied on a basis consistent
with past practice.


     “Consolidated Interest Expense” means, for any period, the total interest
expense of a Person and its consolidated Restricted Subsidiaries, including any
periodic cash payments in respect of


7






 




preference shares, determined on a consolidated basis in accordance with
GAAP, net of any interest income, plus, to the extent not included in such
total interest expense and to the extent incurred by such Person or its
Restricted Subsidiaries and included in Consolidated Net Income, without
duplication:



		
	 	     (1) interest expense attributable to Capital Lease Obligations and
imputed interest with respect to Attributable Debt;




		
	 	     (2) amortization of debt discount;




		
	 	     (3) capitalized interest;




		
	 	     (4) non-cash interest expense;




		
	 	     (5) commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers’ acceptance financings;




		
	 	     (6) net costs associated with interest rate swap, cap or collar
agreements and other agreements designed to protect such Person against
fluctuations in interest rates;




		
	 	     (7) the interest component of any deferred payment obligations; and




		
	 	     (8) any premiums, fees, discounts, expenses and losses on the sale
of Receivables and Related Assets (and any amortization thereof) payable
in connection with a Receivables Program,



     less,



		
	 	     (a) in the case of Consolidated Interest Expense incurred by
Cegetel, Maroc Telecom or their respective Restricted Subsidiaries
only, during such period and for so long as the Cegetel
Shareholders Agreement or the Maroc Shareholders Agreement (or any
amendment, novation or replacement thereof), as applicable,
contains a restriction on dividend payments or intercompany loans
that results in less than all the EBITDA of Cegetel or Maroc
Telecom and their respective Restricted Subsidiaries being included
in Consolidated Adjusted EBITDA of the Company for that period, an
amount equal to such Consolidated Interest Expense; and




		
	 	     (b) in the case of Consolidated Interest Expense incurred by
the VUE Group during a period when some or all of the Consolidated
Adjusted EBITDA of the VUE Group was excluded from the calculation
of the Company’s Consolidated Adjusted EBITDA because of
restrictions in place on intercompany loans, dividends or other
distributions under the terms of agreements or instruments binding
on the VUE Group, the amount of Consolidated Interest Expense
incurred by the VUE Group during such period.



     “Consolidated Net Income” means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:



		
	 	     (1) the Net Income of any Person that is not a Restricted Subsidiary
or that is accounted for by the equity method of accounting shall be
included only to the extent of the



8






 





		
	 	amount of dividends or distributions paid in cash (or to the extent
converted into cash) to or by the specified Person or a Restricted
Subsidiary of the Person;




		
	 	     (2) the Net Income of any Restricted Subsidiary for the relevant
period shall be excluded to the extent that the declaration or payment of
dividends or similar distributions (including by intercompany loan) by
that Restricted Subsidiary in respect of that Net Income is at the date
of determination not permitted, in each case (a) without any prior
governmental approval (that has not been obtained) or, (b) directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its shareholders,
whether as a result of the need for a third-party approval (that has not
been obtained) or otherwise (including, for the avoidance of doubt, the
terms of the Cegetel Shareholders Agreement and the Maroc Shareholders
Agreement, in each case as in effect on the date of this Indenture);
provided that the terms of the Vivendi Universal Entertainment LLLP Term
Loan Facility or any refinancing of such facility containing similar
restrictions on dividends and intercompany loans shall not result in the
exclusion of the Net Income of any member of the VUE Group if on the date
of determination, at least $50 million in dividends or similar
distributions (including by intercompany loans) to the Company would be
permitted;




		
	 	     (3) the cumulative effect of a change in accounting principles shall
be excluded; and




		
	 	     (4) the Net Income of any Unrestricted Subsidiary shall be included
to the extent distributed or otherwise paid in cash (or to the extent
converted into cash) to the specified Person or one of its Restricted
Subsidiaries.



     “Consolidated Total Assets” means the total assets after deducting
therefrom (1) any item representing investments in Unrestricted Subsidiaries
and (2) all goodwill recorded in relation to such assets, in each case as set
forth on the most recent balance sheet of the Company and its consolidated
Restricted Subsidiaries and computed in accordance with GAAP.


     “Continuing Directors” means, as of any date of determination, any member
of the Board of Directors of the Company who:



		
	 	     (1) was a member of such Board of Directors on the date of this
Indenture; or




		
	 	     (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or
election.



     “Corporate Trust Office of the Trustee” shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company in accordance with Section 11.02.


     “Credit Facilities” means one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders providing
for revolving credit loans, term loans or letters of credit, in each case, as
amended, restated, refunded, renewed, replaced or refinanced (including by
increasing the amount borrowed thereunder) in whole or in part from time to
time.


     “Currency Agreement” means any foreign exchange contract, currency swap
agreement or other similar agreement with respect to currency values.


9






 


     “Custodian” means



		
	 	     (a) in the case of any Global Note held through DTC, the
Trustee, as custodian for DTC with respect to such Global Note, and




		
	 	     (b) in the case of any Global Note held through Euroclear or
Clearstream, The Bank of New York, as common depositary for
Euroclear and Clearstream with respect to such Global Note, or any
successor entity thereto.



     “Default” means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.


     “Definitive Note” means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A hereto except that such Note shall not bear the Global
Note Legend and shall not have the “Schedule of Exchanges of Interests in the
Global Note” attached thereto.


     “Depositary” means, with respect to any Global Note, the Person specified
in Section 2.03 hereof as the Depositary with respect to such Global Note and
any and all successors thereto appointed as Depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.


     “Designated Amount” means as of the date of this Indenture an amount equal
to €2,100 million, which amount shall be reduced from time to time by the sum,
without duplication, of (i) the aggregate amount of all Net Proceeds of Asset
Sales applied pursuant to mandatory prepayment provisions of Tranche A of the
Dual Currency Credit Facility or Additional Credit Facilities to repay any term
indebtedness under any such Additional Credit Facility, or to repay revolving
credit indebtedness under any such Additional Credit Facility and to
correspondingly reduce commitments thereunder, in each case to the extent such
Indebtedness was incurred under clause (B) or (C) of Section 4.09(b)(1) hereof
and (ii) the aggregate amount of any undrawn and available capacity under any
such Additional Credit Facility that is cancelled pursuant to mandatory
prepayment or cancellation provisions as a result of any Asset Sale or the
application of proceeds therefrom; provided that the Designated Amount shall
not be reduced below €1,000 million.


     “Disqualified Stock” means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable (other
than redeemable only for Capital Stock that is not itself Disqualified Stock),
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature. Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified
Stock solely because the holders of the Capital Stock have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms
of such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof.


     “Dollar Global Note” means a Global Note representing Dollar Notes.


     “Dollar Note” has the meaning assigned to it in the preamble to this
Indenture.


     “Dual Currency Credit Facility” means the €2,500 million credit facility,
dated May 13, 2003, among the Company, certain of its Subsidiaries, and a
syndicate of banks, as amended, restated, refunded,


10






 




renewed, replaced or refinanced (including by increasing the amount
borrowed thereunder) in whole or in part from time to time.


     “EBITDA” means, with respect to any specified Person for any period, the
operating income (loss) of such Person for such period, determined in
accordance with GAAP, adjusted by:



		
	 	     (1) deducting any gain and adding back any loss, together with any
related provision for taxes on such gain (but not loss), realized in
connection with (a) any Asset Sale or (b) the extinguishments of any
Indebtedness of such Person or any of its Restricted Subsidiaries;




		
	 	     (2) deducting any exceptional or non-recurring gain and adding back
any exceptional or non-recurring loss, including any restructuring
charges, together with any related provision for taxes on such
exceptional or non-recurring gain (but not loss); and




		
	 	     (3) adding back depreciation of fixed assets and amortization of
goodwill and acquired intangible assets and other non-cash expenses or
charges (excluding any such non-cash expense to the extent that it
represents an accrual of or reserve for cash expenses in any future
period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person for such period to the extent that such
depreciation, amortization and other non-cash expenses or charges were
deducted in computing such operating income.



     “Equity Interests” means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


     “Equity Offering” means any primary private or public offering of Equity
Interests of the Company (other than Disqualified Stock) to Persons who are not
Subsidiaries of the Company other than (1) public offerings with respect to the
Company’s common stock registered on Form S-8 and (2) issuances upon exercise
of options by employees of the Company or any of its Restricted Subsidiaries.


     “Euroclear” means Euroclear Bank S.A./N.V.


     “Euro Equivalent” means with respect to any monetary amount in a currency
other than euros, at any time of determination thereof, the amount of euros
obtained by converting such foreign currency involved in such computation into
euros at the average of the spot rates for the purchase and sale of euros with
the applicable foreign currency as published in The Financial Times on the date
two Business Days prior to such determination. Except as described under
Section 4.09 hereof, whenever it is necessary to determine whether the Company
has complied with any covenant in this Indenture or a Default has occurred and
an amount is expressed in a currency other than euros, such amount shall be
treated as the Euro Equivalent determined as of the date such amount is
initially determined in such currency.


     “Euro Global Note” means a Global Note representing Euro Notes.


     “Euro Note” has the meaning assigned to it in the preamble to this
Indenture.


     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.


     “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof and any Private Exchange Notes issued in a Private
Exchange. References to the “Notes” in this Indenture shall include any
Exchange Notes issued hereunder.


     “Exchange Offer” has the meaning set forth in the Registration Rights
Agreement.


11






 


     “Exchange Offer Registration Statement” has the meaning set forth in the
Registration Rights Agreement.


     “Existing Credit Facility” means any Credit Facility of the Company or its
Restricted Subsidiaries in effect on the date of this Indenture. The Company
will provide to the Trustee on or prior to the date of this Indenture a list of
all such Credit Facilities and the amounts outstanding thereunder.


     “Existing Indebtedness” means (i) any Indebtedness of the Company and its
Restricted Subsidiaries in existence or committed to be incurred on the date of
this Indenture, until such amounts are repaid, and (ii) in the case of a
revolving Credit Facility, the borrowing of Indebtedness up to the amount
outstanding under such revolving Credit Facility at the date of this Indenture
pursuant to commitments in effect under such revolving Credit Facility at the
date of this Indenture, unless such commitments are cancelled as a result of
any repayment.


     For purposes of Section 4.09(b)(2) hereof, the only Indebtedness of the
Company or its Restricted Subsidiaries committed to be incurred on the date of
this Indenture is (i) the agreement between certain members of the VUE Group
and the Blackstone Group that the Blackstone Group will lend to certain members
of the VUE Group up to approximately $22.5 million in respect of its share of
certain distributions from the Universal City Development Partners, Ltd. joint
venture between the Blackstone Group and certain members of the VUE Group, and
(ii) the obligation of a subsidiary of Vivendi Universal Entertainment LLLP
under the Shanghai Theme Park Joint Venture Agreement to provide a project
completion guarantee in respect of the Shanghai theme park joint venture on a
pro rata basis based on its 25% interest in the joint venture.


     “Fixed Charges” means, with respect to any specified Person for any
period, the sum, without duplication, of:



		
	 	     (1) the Consolidated Interest Expense of such Person and its
Restricted Subsidiaries for such period; plus




		
	 	     (2) any interest expense on Indebtedness of any Person other than
such Person or any of its Restricted Subsidiaries to the extent such
Indebtedness is Guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus




		
	 	     (3) the product of (a) all dividends, whether paid or accrued and
whether or not in cash, on any series of preferred stock of such Person
or any of its Restricted Subsidiaries, other than dividends on Equity
Interests payable solely in Equity Interests of the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the
Company, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and estimated in a manner
consistent with GAAP.



     “Fixed Charge Coverage Ratio” means, for any four-quarter period, the
ratio of the Consolidated Adjusted EBITDA of the Company and its Restricted
Subsidiaries for such period to the Fixed Charges of the Company and its
Restricted Subsidiaries for such period. In the event that the Company or any
of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases
or redeems any Indebtedness (other than ordinary working capital borrowings) or
issues, repurchases or redeems preferred stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated and
on or prior to the date on which the event for which the calculation of the
Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed
Charge Coverage Ratio (and its


12






 




components) shall be calculated giving pro forma effect to such
incurrence, assumption, Guarantee, repayment, repurchase or redemption of
Indebtedness, or such issuance, repurchase or redemption of preferred stock,
and the use of the proceeds therefrom, as if the same had occurred at the
beginning of the applicable four-quarter reference period.


     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:



		
	 	     (1) acquisitions or dispositions that have been made by the Company
or any of its Restricted Subsidiaries, including through mergers,
consolidations or Investments and including any related financing
transactions, during the four-quarter reference period or subsequent to
such reference period and on or prior to the Calculation Date (including
any acquisitions or dispositions made during such reference period or
subsequent to such reference period and on or prior to the Calculation
Date by any Person that became a Restricted Subsidiary or was merged with
and into the Company or any of its Restricted Subsidiaries on or prior to
such Calculation Date) shall be given pro forma effect as if they had
occurred on the first day of the four-quarter reference period and
Consolidated Adjusted EBITDA for such reference period shall be
calculated on a pro forma basis consistent with Regulation S-X under the
Securities Act;
	 
	 	     (2) interest on Capital Lease Obligations and Attributable Debt
shall be deemed to accrue at an interest rate reasonably determined by a
responsible financial or accounting officer of the Company to be the rate
of interest implicit in such Capital Lease Obligation or Attributable
Debt in accordance with GAAP;
	 
	 	     (3) the consolidated interest expense attributable to interest on
(a) any Indebtedness computed on a pro forma basis that was not
outstanding during the period for which the computation is being made but
which bears, at the option of such Person, a fixed or floating rate of
interest, shall be computed by applying, at the option of such Person,
either the fixed or floating rate and (b) borrowings under a revolving
credit facility computed on a pro forma basis shall be computed based
upon the average daily balance of such borrowings during the applicable
period;
	 
	 	     (4) the interest rate on any Indebtedness that bears a floating rate
of interest shall be calculated as if the weighted average interest rate
that would have been applicable to such Indebtedness over the latest
12-month period ending on the last calendar month immediately prior to
the Calculation Date had been the applicable rate on such Indebtedness
for the entire reference period, taking into account any Hedging
Obligation designed to protect such Person or any of its Restricted
Subsidiaries against fluctuations in interest rates (including any
agreement that exchanges a fixed rate interest obligation for a floating
rate interest obligation) applicable to such Indebtedness if such Hedging
Obligation has a remaining term in excess of the shorter of (i) the
remaining term of such Indebtedness or (ii) 12 months;
	 
	 	     (5) the Consolidated Adjusted EBITDA attributable to discontinued
operations, as determined in accordance with GAAP, shall be excluded; and
	 
	 	     (6) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, shall be excluded, but only to the
extent that the obligations giving rise to such Fixed Charges shall not
be obligations of the Company or any of its Restricted Subsidiaries
following the Calculation Date.



13






 







     “GAAP” means generally accepted accounting principles as in effect in
France from time to time, consistently applied; provided that all ratios and
computations contained or referred to in this Indenture shall be computed in
conformity with GAAP as in effect on the date of this Indenture.


     “Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.


     “Global Note Legend” means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.


     “Government Securities” means direct obligations of, or obligations
guaranteed by, the United States or France and the payment for which any such
government pledges its full faith and credit.


     “Guarantee” means a direct or indirect guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of
business), provided in any manner, including, without limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.


     “Hedging Obligations” means, with respect to any specified Person, the
obligations of such Person under:



		
	 	     (1) currency exchange, interest rate or commodity swap agreements,
currency exchange, interest rate or commodity cap agreements and currency
exchange, interest rate or commodity collar agreements; and
	 
	 	     (2) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange, interest rates or commodity
prices.
	 




     “Holder” means a Person in whose name a Note is registered.



     “Indebtedness” means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent and without duplication:



		
	 	     (1) in respect of borrowed money;
	 
	 	     (2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);
	 
	 	     (3) in respect of bankers’ acceptances;
	 
	 	     (4) representing Capital Lease Obligations;
	 
	 	     (5) representing the balance deferred and unpaid of the purchase
price of any property, except any such balance that constitutes an
accrued expense or trade payable, or similar obligations to trade
creditors; or
	 
	 	     (6) representing any Hedging Obligations,



if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, but without
duplication, the term “Indebtedness” includes all Indebtedness of others


14






 




secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the Guarantee by the specified Person of any indebtedness
of any other Person.


     The amount of any Indebtedness outstanding as of any date shall be: (1)
the accreted value of the Indebtedness, in the case of any Indebtedness issued
with original issue discount; and (2) the principal amount of the Indebtedness,
in the case of any other Indebtedness.


     Notwithstanding the foregoing, “Indebtedness” shall not include (a)
advance payments by customers, vendors or distributors in the ordinary course
of business for services or products to be provided or delivered in the future
or (b) deferred taxes.


     “Indenture” means this Indenture, as amended or supplemented from time to
time.


     “Indirect Participant” means a Person who holds a beneficial interest in a
Global Note through a Participant.


     “Initial Notes” means the $935 million aggregate principal amount of
Dollar Notes or the €325 million aggregate principal amount of Euro Notes, as
the case may be, issued under this Indenture on the date hereof.


     “Investment Grade Rating” means a rating of Baa3 or better by Moody’s (or
its equivalent under any successor rating categories of Moody’s) and BBB- or
better by S&P (or its equivalent under any successor rating categories of S&P)
(or, in each case, if such Rating Agency ceases to rate the Notes for reasons
outside of the control of the Company, the equivalent investment grade credit
rating from any Rating Agency selected by the Company as a replacement Rating
Agency).


     “Investments” means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for value of Indebtedness, Equity Interests or other securities,
together with all items that are or would be classified as investments on a
balance sheet prepared in accordance with GAAP. If the Company or any
Restricted Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to
the fair market value of the Company’s Investments in such Restricted
Subsidiary that were not sold or disposed of in an amount determined as
provided in Section 4.07(c) hereof; provided that, in lieu thereof and with
respect to a VUE Asset Sale only, the Company may elect by notice to the
Trustee delivered at the date of completion of such sale or disposition to
treat a disposition of Equity Interests in a member of the VUE Group as a sale
of all (and not less than all) of the Company’s Equity Interests in that member
of the VUE Group, the consideration for which, for purposes of Section 4.10
hereof, shall be deemed to include (a) the Company’s retained Equity Interests
in such entity (which shall be deemed to be consideration other than cash or
Cash Equivalents unless converted into cash in accordance with the terms of
that Section) and (b) any other consideration received by the Company in
connection with such transaction. “Investments” shall exclude extensions of
trade credit by the Company or any of its Restricted Subsidiaries in the
ordinary course of business.


     “Letter of Transmittal” means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.


15






 


     “Lien” means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction;
provided that in no event shall an operating lease be deemed to constitute a
Lien.


     “Maroc Minority Interest Percentage” means at any time the proportion of
Capital Stock of Maroc Telecom held by Persons who are not Affiliates of the
Company at that time.


     “Maroc Telecom” means Maroc Telecom S.A., a Moroccan société anonyme.


     “Maroc Shareholders Agreement” means the Shareholders Agreement, dated
December 19, 2000, among the shareholders of Maroc Telecom, as amended, novated
or replaced from time to time.


     “Moody’s” means Moody’s Investors Service, Inc. and its successors.


     “Multicurrency Revolving Credit Facility” means the €3,000 million
multicurrency revolving credit facility, dated March 15, 2002, as amended on
February 6, 2003, and further amended and restated by an agreement, dated May
13, 2003, among the Company, certain of its Subsidiaries and a syndicate of
banks, as amended, restated, refunded, renewed, replaced or refinanced in whole
or in part from time to time; provided that for the purposes of Section 4.12
and 4.19 hereof, references to the Multicurrency Revolving Credit Facility
shall only include amounts under such facility in excess of €3,000 million to
the extent such amounts were incurred under clause 1(C) of Section 4.09(b)
hereof.


     “Net Income” means, with respect to any specified Person, the net income
(loss) of such Person determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:



		
	 	     (1) any gain or loss, together with any related provision for taxes
on such gain (but not loss), realized in connection with (a) any Asset
Sale; or (b) the extinguishment of any Indebtedness of such Person or any
of its Restricted Subsidiaries; and
	 
	 	     (2) any exceptional or non-recurring gain or loss, including
restructuring charges, together with any related provision for taxes on
such exceptional or non-recurring gain (but not loss).



     “Net Proceeds” means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of:



		
	 	     (1) costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, sales
commissions, recording fees, title transfer fees, appraisal fees and any
relocation expenses incurred as a result of the Asset Sale and taxes paid
or payable as a result of the Asset Sale,




		
	 	     (2) amounts required to be applied to the repayment of Indebtedness,
other than Indebtedness under a Credit Facility, secured by a Lien on the
asset or assets that were the subject of such Asset Sale;



16






 








		
	 	     (3) any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP against any
liabilities associated with the asset disposed of in such transaction and
retained by the Company or any of its Restricted Subsidiaries after such
sale or other disposition thereof, including, without limitation, pension
and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations
associated with such transaction; and




		
	 	     (4) all distributions or other payments made to minority interest
holders or joint ventures required in connection with the Asset Sale.



     “Non-Recourse Debt” means Indebtedness:



		
	 	     (1) as to which neither the Company nor any of its Restricted
Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness),
(b) is directly or indirectly liable as a guarantor or otherwise or (c)
constitutes the lender; and




		
	 	     (2) no default with respect to which (including any rights that the
holders of the Indebtedness may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time or
both any holder of any other Indebtedness (other than the Notes) of the
Company or any of its Restricted Subsidiaries to declare a default on
such other Indebtedness or cause the payment of such other Indebtedness
of the Company or any of its Restricted Subsidiaries to be accelerated or
payable prior to its Stated Maturity.



     “Non-Recourse
Product Financing” means any Indebtedness incurred by the
Company or any Restricted Subsidiary solely for the purpose of financing
(whether directly or through a partially-owned joint venture) the production,
acquisition or development of items of Product (including any Indebtedness
assumed in connection with the acquisition of any such items of Product or
secured by a Lien on any such items of Product prior to the acquisition
thereof) where the recourse of the creditor in respect of that Indebtedness is
limited to Product revenues generated by such items of Product or any rights
pertaining thereto and where the Indebtedness is unsecured save for Liens over
such items of Product or revenues and such rights, and any extension, renewal,
replacement or refinancing of such Indebtedness. “Product Financing” excludes,
for the avoidance of doubt, any Indebtedness raised or secured against Products
where the proceeds are used for any other purposes.


     “Non-Recourse
Project Finance Indebtedness” means any Indebtedness to
finance a project incurred by the Company or any Restricted Subsidiary (the
“relevant Group member”) which has no activity or assets other than those
comprised in the project and acquired, constructed or developed with the
proceeds of such Indebtedness and in respect of which the person to whom that
Indebtedness is owed by the Company or any Restricted Subsidiary has no
recourse whatsoever to the Company or any Restricted Subsidiary for the
repayment of or payment of any sum relating to that Indebtedness other than:



		
	 	     (1) recourse to the Company or such Restricted Subsidiary for
amounts limited to its interest in the aggregate cash flow or net cash
flow (other than historic cash flow or historic net cash flow) from the
project; and/or




		
	 	     (2) recourse to the Company or such Restricted Subsidiary for the
purpose only of enabling amounts to be claimed in respect of that
Indebtedness on an enforcement of any Lien given by the Company or such
Restricted Subsidiary over the assets comprised in that project to secure
the Indebtedness; and/or



17






 








		
	 	     (3) recourse to a shareholder of the Company or such Restricted
Subsidiary for the purpose only of enforcement of any Lien given by that
shareholder over shares (or the like) of the Company or such Restricted
Subsidiary to secure that Indebtedness.



     “Non-U.S. Person” means a Person who is not a U.S. Person.


     “Notes” has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture, except as described under Article 9
hereof, and unless the context otherwise requires, all references to the Notes
shall include the Initial Notes and any Additional Notes.


     “Obligations” means any principal, interest, penalties, fees, taxes,
costs, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing, securing or relating to any Indebtedness,
whether or not a claim in respect thereof has been asserted.


     “Officer” means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.


     “Officers’ Certificate” means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.


     “Opinion of Counsel” means an opinion from legal counsel that meets the
requirements of Section 11.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.


     “Participant” means, with respect to any Depositary, a Person who is a
participant of or has an account with such Depositary, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream).


     “Permitted Business” means any business conducted by the Company or any of
its Restricted Subsidiaries on the date of this Indenture, any reasonable
extension thereof, and any additional business reasonably related, incidental,
ancillary or complementary thereto.


     “Permitted Investments” means:



		
	 	     (1) any Investment in the Company or in a Restricted Subsidiary of
the Company;
	 
	 	     (2) any Investment in Cash Equivalents;
	 
	 	     (3) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment:




		
	 	     (a) such Person becomes a Restricted Subsidiary of the
Company; or
	 
	 	     (b) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to,
or is liquidated into, the Company or a Restricted Subsidiary of
the Company;



18






 








		
	 	     (4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.10 hereof;




		
	 	     (5) any Investment made solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company;




		
	 	     (6) any Investments received in compromise of obligations of trade
creditors or customers that were incurred in the ordinary course of
business, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or
customer;




		
	 	     (7) Hedging Obligations permitted to be incurred under Section 4.09
hereof;




		
	 	     (8) Investments constituting loans, advances or extensions of credit
(including indemnity arrangements) to employees, officers and directors
made in the ordinary course of business;




		
	 	     (9) Investments in existence on the date of this Indenture and an
Investment in any Person to the extent such Investment replaces or
refinances an Investment in such Person existing on the date of this
Indenture in an amount not exceeding the amount of the Investment being
replaced or refinanced; provided, however, that the new Investment is on
terms and conditions no less favorable to the Company than the Investment
being renewed or replaced;




		
	 	     (10) an Investment in a trust, limited liability company, special
purpose entity or other similar entity in connection with a Receivables
Program; provided, however, that the only assets transferred to such
trust, limited liability company, special purpose entity or other similar
entity consist of Receivables and Related Assets of such Receivables
Subsidiary;




		
	 	     (11) Investments in any of the Notes or the exchange Notes to be
issued pursuant to the Registration Rights Agreement;




		
	 	     (12) Guarantees of Indebtedness of the Company or any of its
Restricted Subsidiaries issued in accordance with Sections 4.09 and 4.19
hereof;




		
	 	     (13) receivables owing to the Company or any Restricted Subsidiary
if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade terms
as the Company or any such Restricted Subsidiary deems reasonable under
the circumstances;




		
	 	     (14) payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course
of business;




		
	 	     (15) Investments in any Person to the extent such Investments
consist of prepaid expenses, negotiable instruments held for collection
and lease, utility and workers’ compensation, performance and other
similar deposits, in each case made in the ordinary course of business by
the Company or any Restricted Subsidiary; and




		
	 	     (16) Any Investment made to acquire Product or interests therein in
the ordinary course of business consistent with past practice, including
by way of forming and/or funding joint



19






 





		
	 	ventures, provided that this clause will only apply to the Company’s
film, television and music businesses; and




		
	 	     (17) other Investments in any Person having an aggregate fair market
value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with
all other Investments made pursuant to this clause (17) since the date of
this Indenture and then outstanding not to exceed €40 million taking into
account repayments of such investments in cash or property at fair market
value.



     “Permitted Liens” means:



		
	 	     (1) Liens securing Indebtedness and other Obligations incurred under
(i) clause (1)(A), (B) or (C) of Section 4.09(b) hereof or (ii) the
Multicurrency Revolving Credit Facility;




		
	 	     (2) Liens in favor of the Company or a Restricted Subsidiary;




		
	 	     (3) Liens on property or shares of Capital Stock of a Person
existing at the time such Person is merged with or into or consolidated
with or becomes a Subsidiary of the Company or any Restricted Subsidiary
of the Company, provided that such Liens were in existence prior to the
contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with
the Company or the Restricted Subsidiary;




		
	 	     (4) Liens on assets existing at the time of acquisition of the
assets by the Company or any Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of
such acquisition;




		
	 	     (5) Liens to secure the performance of statutory obligations, surety
or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;




		
	 	     (6) Liens (i) to secure Indebtedness (including Capital Lease
Obligations) permitted by Section 4.09(b)(4) hereof covering only the
assets acquired with such Indebtedness or (ii) in respect of Attributable
Debt permitted under Section 4.16 hereof;




		
	 	     (7) Liens (i) existing or required to be granted under the terms of
Indebtedness as in effect on the date of this Indenture, or (ii) granted
in respect of such Indebtedness that replace any such liens referred to
in this subclause (i); provided that such replacement Liens cover only
the assets subject to the Liens being replaced;




		
	 	     (8) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded,
provided that any reserve or other appropriate provision as is required
in conformity with GAAP has been made therefor;




		
	 	     (9) Liens on Receivables and Related Assets to reflect sales of
receivables pursuant to a Receivables Program permitted by Section
4.09(b)(12) hereof covering only the Receivables and Related Assets sold
under such Receivables Program;



20






 








		
	 	     (10) Liens in favor of issuers of tender, bid, surety, appeal or
performance bonds or letters of credit or bankers’ acceptances issued
pursuant to the request of and for the account of the Company or any
Restricted Subsidiary in the ordinary course of its business;




		
	 	     (11) Liens on assets of a Restricted Subsidiary securing
Indebtedness of that Restricted Subsidiary;




		
	 	     (12) Liens incurred in the ordinary course of business of the
Company or any Restricted Subsidiary of the Company with respect to
obligations that do not exceed €15 million at any one time outstanding;




		
	 	     (13) Liens securing Permitted Refinancing Indebtedness incurred to
refinance Indebtedness that was previously so secured, provided that any
such Lien is limited to all or part of the same property or assets (plus
assets or property affixed or appurtenant thereto or proceeds in respect
thereof) that secured (or, under the written arrangements under which the
original Lien arose, could secure) the Indebtedness being refinanced or
is in respect of property that is the security for a Permitted Lien;




		
	 	     (14) Liens securing Non-Recourse Product Financing or Non-Recourse
Project Finance Indebtedness;




		
	 	     (15) Liens securing Hedging Obligations so long as such Hedging
Obligations are permitted to be incurred under this Indenture; and




		
	 	     (16) Liens on assets or shares of Capital Stock of Unrestricted
Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries.



     “Permitted Refinancing Indebtedness” means any Indebtedness of the Company
or any of its Restricted Subsidiaries or preferred stock of a Restricted
Subsidiary issued in exchange for, or the net proceeds of which are used to
extend, refinance, renew, replace, defease or refund other Indebtedness of the
Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness) or preferred stock of a Restricted Subsidiary; provided that:



		
	 	     (1) the principal amount (or accreted value, if applicable) or
liquidation amount, as applicable, of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if
applicable) or liquidation amount, as applicable, of the Indebtedness or
preferred stock of a Restricted Subsidiary extended, refinanced, renewed,
replaced, defeased or refunded (plus all accrued interest on the
Indebtedness or preferred stock of a Restricted Subsidiary and the amount
of all expenses and premiums incurred in connection therewith);




		
	 	     (2) such Permitted Refinancing Indebtedness (a) has a final maturity
date no earlier than the earlier of (i) the final maturity of the
Indebtedness or preferred stock of a Restricted Subsidiary being
extended, refinanced, renewed, replaced, defeased or refunded and (ii)
one year and one day after the final maturity of the Notes, and (b) has
(i) a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of the Indebtedness or preferred stock
of a Restricted Subsidiary being extended, refinanced, renewed, replaced,
defeased or refunded or (ii) no payments of principal, amortization
payments, sinking fund payments or similar payments required to be made
in respect thereof prior to one year and one day after the final maturity
of the Notes;



21






 








		
	 	     (3) if the Indebtedness or preferred stock of a Restricted
Subsidiary being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness is subordinated in right of payment to the Notes
on terms at least as favorable to the Holders of Notes as those contained
in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and




		
	 	     (4) such Indebtedness is incurred either by the Company or, if a
Restricted Subsidiary is the obligor on the Indebtedness or preferred
stock being extended, refinanced, renewed, replaced, defeased or
refunded, by that Restricted Subsidiary or its Subsidiaries. The Company
shall not be entitled to guarantee any Permitted Refinancing Indebtedness
incurred by a Restricted Subsidiary unless the Indebtedness or preferred
stock being refinanced was originally guaranteed by the Company.



     “Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.


     “Private Placement Legend” means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.


     “Product” means any music (including mail order music), music copyright,
motion picture, television programming, film, videotape, video clubs, DVD
manufactured or distributed or any other product produced for theatrical,
non-theatrical or television release or for release in any other medium, in
each case whether recorded on film, videotape, cassette, cartridge, disc or on
or by any other means, method, process or device whether now known or hereafter
developed, with respect to which the Company or any Restricted Subsidiary:



		
	 	     (1) is an initial copyright owner; or




		
	 	     (2) acquires (or shall acquire upon delivery) an equity interest or
distribution rights; and



     the term “items of Product” shall include the scenario, screenplay or
script upon which such Product is based, all of the properties thereof,
tangible or intangible, and whether now in existence or hereafter to be made or
produced, whether or not in possession of the Company or any Restricted
Subsidiary, and all rights therein and thereto of every kind and character.


     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.


     “Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or
S&P ceases to rate the Notes for reasons outside of the control of the Company,
a “nationally recognized statistical rating organization” within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a
replacement agency for Moody’s or S&P, as the case may be.


     “Receivables and Related Assets” means accounts receivable, instruments,
chattel paper, obligations, general intangibles and other similar assets,
including interests in merchandise or goods, the sale or lease of which give
rise to the foregoing, related contractual rights, guarantees, insurance
proceeds, collections, other related assets and proceeds of all the foregoing.


     “Receivables Program” means, with respect to any Person, any accounts
receivable securitization program pursuant to which such Person pledges, sells
or otherwise transfers or encumbers


22






 




its accounts receivable, including a trust, limited liability company,
special purpose entity or other similar entity.


     “Receivables Subsidiary” means a Wholly Owned Subsidiary of the Company or
a Restricted Subsidiary of the Company (or another Person in which the Company
or any Restricted Subsidiary of the Company makes an Investment and to which
the Company or any Restricted Subsidiary of the Company transfers Receivables
and Related Assets) which engages in no activities other than in connection
with the financing of Receivables and Related Assets and which is designated by
the Board of Directors of the Company as a Receivables Subsidiary.


     “Registration Rights Agreement” means the Exchange and Registration Rights
Agreement, dated as of July 10, 2003, among the Company and the other parties
named on the signature pages thereof, relating to the Notes, as such agreement
may be amended, modified or supplemented from time to time, and, with respect
to any Additional Notes, one or more registration rights agreements among the
Company and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes
under the Securities Act.


     “Regulation S” means Regulation S promulgated under the Securities Act.


     “Regulation S Global Note” means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the respective Depositary
(or the common depositary) therefor and registered in the name of the
respective Depositary (or the common depositary) therefor or its nominee,
issued in a denomination equal to the outstanding principal amount of the
Dollar Notes or the Euro Notes, as the case may be, initially sold in reliance
on Rule 903 of Regulation S.


     “Responsible Officer,” when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


     “Restricted Definitive Note” means a Definitive Note bearing the Private
Placement Legend.


     “Restricted Global Note” means a Global Note bearing the Private Placement
Legend.


     “Restricted Investment” means an Investment other than a Permitted
Investment.


     “Restricted Subsidiary” of a Person means any Subsidiary of that Person
that is not an Unrestricted Subsidiary.


     “Rule 144” means Rule 144 promulgated under the Securities Act.


     “Rule 144A” means Rule 144A promulgated under the Securities Act.


     “Rule 902” means Rule 902 promulgated under the Securities Act.


     “Rule 903” means Rule 903 promulgated under the Securities Act.


     “Rule 904” means Rule 904 promulgated under the Securities Act.



23








 



     “S&P” means Standard & Poor’s Ratings Service, a division of The McGraw
Hill Companies, and its successors.


     “Sale and Leaseback Transaction” means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
properties or assets of the Company and/or such Restricted Subsidiary (except
for leases between the Company and any Restricted Subsidiary, between any
Restricted Subsidiary and the Company or between Restricted Subsidiaries),
which properties or assets have been or are to be sold or transferred by the
Company or such Subsidiary to such Person with the intention of taking back a
lease of such properties or assets.


     “SEC” means the U.S. Securities and Exchange Commission.


     “Securities Act” means the U.S. Securities Act of 1933, as amended.


     “Shanghai Theme Park Joint Venture Agreement” means the Joint Venture
Agreement, dated February 10, 2003, among Universal Studios Holding, Ltd.,
Shanghai Waigaoqiao (Group) Co., Ltd. and Jinjiang Holdings Co., Ltd.


     “Shelf Registration Statement” means the Shelf Registration Statement as
defined in the Registration Rights Agreement.


     “Significant Subsidiary” means any Subsidiary other than an Unrestricted
Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date of this Indenture.


     “Special Interest” means interest payable on the Notes in the event of a
Registration Default (as defined in the Registration Rights Agreement), the
amount of which shall be determined as provided in the Registration Rights
Agreement.


     "Stated Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid (including with respect to
sinking fund obligations) in the original documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.


     “Subsidiary” means, with respect to any specified Person:



		
	 	     (1) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees of the corporation,
association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and
	 
	 	     (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or
(b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof).



     “TIA” means the U.S. Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.


24






 


     “Trustee” means the party named as such in the preamble to this Indenture
until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.


     “Unrestricted Global Note” means a permanent Global Note substantially in
the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary therefor or its nominee, representing a series of Notes that
do not bear and are not required to bear the Private Placement Legend.


     “Unrestricted Definitive Note” means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.


     “Unrestricted Subsidiary” means each Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that each such Subsidiary:



		
	 	     (1) has no Indebtedness other than Non-Recourse Debt;
	 
	 	     (2) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the
Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time in a comparable
transaction from Persons who are not Affiliates of the Company;
	 
	 	     (3) is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve
such Person’s financial condition or to cause such Person to achieve any
specified levels of operating results; and
	 
	 	     (4) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries.



     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board resolution giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of Section 4.09. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of the outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1)
such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro
forma basis as if such designation had occurred at the beginning of the
four-quarter reference period; and (2) no Default or Event of Default would be
in existence following such designation.


     “U.S. GAAP” means generally accepted accounting principles in the United
States as in effect from time to time.


25






 


     “U.S. Person” means a U.S. Person as defined in Rule 902 under the
Securities Act.


     “Voting Stock” of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board
of Directors of such Person.


     “VUE Group” means Vivendi Universal Entertainment LLLP and its
Subsidiaries, and any Restricted Subsidiary the assets of which consist solely
of holding, directly or indirectly, Capital Stock of Vivendi Universal
Entertainment LLLP and any assets that are immaterial and incidental.


     “VUE Partnership Agreement” means the amended and restated limited
liability limited partnership agreement of Vivendi Universal Entertainment
LLLP, dated as of May 7, 2002, as amended, novated or replaced from time to
time.


     “Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:



		
	 	     (1) the sum of the products obtained by multiplying (a) the amount
of each then remaining installment, sinking fund, serial maturity or
other required payments of principal or liquidation amount, as
applicable, including payment at final maturity, in respect of the
Indebtedness or preferred stock, by (b) the number of years (calculated
to the nearest one-twelfth) that shall elapse between such date and the
making of such payment; by
	 
	 	     (2) the then outstanding principal amount of such Indebtedness or
liquidation amount of preferred stock, as applicable.



     “Wholly Owned Subsidiary” of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors’ qualifying shares) shall at the time be owned
by such Person and/or by one or more Wholly Owned Subsidiaries of such Person.



Section 1.02 Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	
	 	

	“Additional Amounts”
	 	 	2.13	 
	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	3.09	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.15	 
	“Change of Control Payment”
	 	 	4.15	 
	“Change of Control Payment Date”
	 	 	4.15	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“Fall Away Event”
	 	 	4.21	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Liquidating Distributions”
	 	 	4.08	 
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 



26






 




	 	 	 	 	 
	Term	 	Defined in Section
	
	 	

	“Paying Agent”
	 	 	2.03	 
	“Payment Default”
	 	 	6.01	 
	“Permitted Debt”
	 	 	4.09	 
	“Prior Capital Expenditures”
	 	 	4.10	 
	“Private Exchange”
	 	 	2.06	 
	“Private Exchange Notes”
	 	 	2.06	 
	“Purchase Date”
	 	 	3.09	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.07	 
	“Successor Company”
	 	 	5.01	 
	“Taxes”
	 	 	2.13	 
	“Taxing Jurisdiction”
	 	 	2.13	 
	“VUE Asset Sale”
	 	 	4.10	 




Section 1.03 Incorporation by Reference of Trust Indenture Act.


     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.


     The following TIA terms used in this Indenture have the following
meanings:


     “indenture securities” means the Notes;


     “indenture security Holder” means a Holder of a Note;


     “indenture to be qualified” means this Indenture;


     “indenture trustee” or “institutional trustee” means the Trustee; and


     “obligor” on the Notes means the Company and any successor obligor upon
the Notes.


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



Section 1.04 Rules of Construction.


     Unless the context otherwise requires:



		
	 	     (1) a term has the meaning assigned to it;
	 
	 	     (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	     (3) “or” is not exclusive;
	 
	 	     (4) words in the singular include the plural, and in the plural
include the singular;
	 
	 	     (5) “will” shall be interpreted to express a command;



27






 








		
	 	     (6) provisions apply to successive events and transactions; and
	 
	 	     (7) references to sections of or rules under the Securities Act will
be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time.




ARTICLE 2.

THE NOTES



Section 2.01 Form and Dating.


(a)  General. The Notes shall be issued in series of fixed rate senior
unsecured notes consisting of U.S. dollar-denominated 6.25% Senior Notes due
2008 and euro-denominated 6.25% Senior Notes due 2008. Each series of Notes
and the Trustee’s certificate of authentication will be substantially in the
form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note will be
dated the date of its authentication. The Notes shall be in denominations of
$1,000 and integral multiples thereof, or of €1,000 and integral multiples
thereof, as the case may be.


     The terms and provisions contained in the Notes will constitute, and are
hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.


(b)  Global Notes. Notes issued in global form will be substantially in the
form of Exhibit A attached hereto (including the Global Note Legend thereon and
the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
“Schedule of Exchanges of Interests in the Global Note” attached thereto).
Each Global Note will represent such of the outstanding Notes of such series as
will be specified therein and each shall provide that it represents the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
Trustee or the Custodian therefor, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.06 hereof.


(c)  Euroclear and Clearstream Procedures Applicable. The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable
to transfers of beneficial interests in the Global Notes that are held by
Participants through Euroclear or Clearstream.



Section 2.02 Execution and Authentication.


     An Officer must sign the Notes for the Company by manual or facsimile
signature.


     If the Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note will nevertheless be valid.


28






 


     A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.


     On the date of this Indenture, the Trustee shall, upon receipt of a
written order of the Company signed by an Officer (an “Authentication Order”),
authenticate the Initial Notes for original issue up to $975,000,000 in
aggregate principal amount of 6.25% Senior Notes due 2008 and €500,000,000 in
aggregate principal amount of 6.25% Senior Notes due 2008, as the case may be,
and, upon delivery of any Authentication Order at any time and from time to
time thereafter, the Trustee shall authenticate Additional Notes and Exchange
Notes for original issue in an aggregate principal amount specified in such
Authentication Order.


     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with Holders or an Affiliate of the
Company.



Section 2.03 Registrar and Paying Agent.


     The Company will maintain offices or agencies where Notes may be presented
for registration of transfer or for exchange (each, a “Registrar”) and offices
or agencies where Notes may be presented for payment (each, a “Paying Agent”).
Offices or agencies of the Registrar and Paying Agent (a) for the Dollar Notes,
will be maintained in the Borough of Manhattan, the City of New York, and, for
so long as the Dollar Notes are listed on the Luxembourg Stock Exchange, in
Luxembourg, and (b) for the Euro Notes, will be maintained in the Borough of
Manhattan, the City of New York, in London, England, and, for so long as the
Euro Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrar and the term
“Paying Agent” includes any additional paying agent. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company will
notify the Trustee in writing of the name and address of any Paying Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.


     The Company initially appoints The Depository Trust Company (“DTC”) to act
as Depositary with respect to the Dollar Global Notes and Euroclear and
Clearstream to act as Depositaries with respect to the Euro Global Notes. The
Bank of New York will act as Common Depositary for the Euro Global Notes on
behalf of Euroclear and Clearstream.


     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent in New York and London and to act as Custodian with respect to the
Global Notes, and initially appoints The Bank of New York (Luxembourg) S.A. as
Registrar and Paying Agent in Luxembourg.



Section 2.04 Paying Agent to Hold Money in Trust.


     The Company will require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Special Interest, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While
any such default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon payment over to the Trustee, the Paying


29






 




Agent (if other than the Company or a Subsidiary) will have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent,
it will segregate and hold in a separate trust fund for the benefit of the
Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee and the Bank of
New York (Luxembourg) S.A. will serve as Paying Agents for the Notes.



Section 2.05 Holder Lists.


     The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is
not the Registrar, the Company will furnish to the Trustee at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA § 312(a).



Section 2.06 Transfer and Exchange.


(a)  Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the applicable Depositary to a nominee of the
applicable Depositary, by a nominee of the applicable Depositary to the
applicable Depositary or to another nominee of the applicable Depositary, or by
the applicable Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Notes of a series will be
exchanged by the Company for Definitive Notes if:



		
	 	     (1) in the case of a Dollar Global Note, the Company delivers to the
Trustee notice from the applicable Depositary (i) that such Depositary is
unwilling or unable to continue to act as Depositary, (ii) that such
Depositary is no longer a clearing agency registered under the Exchange
Act or (iii) that such Depositary is unwilling or unable to continue to
act as clearing agency and, in each case, a successor Depositary is not
appointed by the Company within 120 days after the date of such notice
from the Depositary;
	 
	 	     (2) in the case of a Euro Global Note, the Company delivers to the
Trustee notice (i) from Euroclear and Clearstream that they are unwilling
or unable to continue to act as clearing agencies or (ii) from the Common
Depositary that the Common Depositary is unwilling or unable to continue
to act as Common Depositary and, in either case, a successor clearing
agency or Common Depositary is not appointed by the Company within 120
days after the date of such notice from the Euroclear and Clearstream or
the Common Depositary, as the case may be;
	 
	 	     (3) in the case of a Euro Global Note, Euroclear or Clearstream is
closed for business for a continuous period of 14 days (other than by
reason of legal holidays) or announces an intention to cease business
permanently; or
	 
	 	     (4) there has occurred and is continuing an Event of Default with
respect to the Notes.



     Upon the occurrence of any of the events listed in the preceding clauses
(1) to (4) of this Section 2.06(a), or if the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
Definite Notes under this Indenture, the Company shall execute, and the Trustee
shall, upon receipt of an Authentication Order, authenticate and deliver
Definitive Notes of the series and in an aggregate principal amount equal to
the principal amount of the applicable Global Note in exchange therefor. The
Company will, at the cost of the Company (but against such indemnity as the
Registrar or any relevant Agent may require in respect of any tax or other duty
of whatever nature which may be


30






 




levied or imposed in connection with such exchange), cause sufficient
Definitive Notes to be executed and delivered to the Trustee for authentication
and the Registrar for registration of the exchange and dispatch to the relevant
Holders within 30 days of the relevant event. The Trustee or the Registrar
shall, at the cost of the Company, deliver such Definitive Notes to the Persons
in whose names such Notes are so registered. Definitive Notes issued in
exchange for beneficial interests in Global Notes pursuant to this Section
2.06(a) shall be registered in such names and in such authorized denominations
as the applicable Depositary, pursuant to instructions from its direct or
indirect Participants or otherwise, shall instruct the Trustee. A Global Note
may not be exchanged for another Note other than as provided in this Section
2.06(a), however, beneficial interests in a Global Note may be transferred and
exchanged as provided in Section 2.06(b), (c) or (f) hereof.


(b)  Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the applicable Depositary, in accordance with the provisions
of this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also will require
compliance with either subparagraph (1) or (2) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:



		
	 	     (1) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in
the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided,
however, that transfers of beneficial interests in the Regulation S
Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person prior to the expiration of the 40-day
“Distribution Compliance Period” under Regulation S, unless such person
is a “Distributor” as defined in Rule 902. Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global
Note. No written orders or instructions shall be required to be
delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(1).
	 
	 	     (2) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar
both (i) a written order from a Participant or an Indirect Participant
given to the applicable Depositary in accordance with the Applicable
Procedures directing the applicable Depositary to credit or cause to be
credited a beneficial interest in another Global Note in an amount equal
to the beneficial interest to be transferred or exchanged, and (ii)
instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited
with such increase.



     Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all
of the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof.



		
	 	     (3) Transfer of Beneficial Interests to Another Restricted Global
Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof



31






 





		
	 	in the form of a beneficial interest in another Restricted Global
Note if the transfer complies with the requirements of Section 2.06(b)(2)
above and the Registrar receives the following:




		
	 	     (A) if the transferee will take delivery in the form of a
beneficial interest in a 144A Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including
the certifications in item (1) thereof; and
	 
	 	     (B) if the transferee will take delivery in the form of a
beneficial interest in a Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof.




		
	 	     (4) Transfer and Exchange of Beneficial Interests in a Restricted
Global Note for Beneficial Interests in an Unrestricted Global Note. A
beneficial interest in any Restricted Global Note may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Note
or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or
transfer complies with the requirements of Section 2.06(b)(2) above and:




		
	 	     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder of the beneficial interest to be transferred, in the
case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not
(i) a Broker-dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;
	 
	 	     (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
	 
	 	     (C) such transfer is effected by a Broker-dealer pursuant to
the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or
	 
	 	     (D) the Registrar receives the following:




		
	 	     (i) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global
Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(a) thereof;
or
	 
	 	     (ii) if the holder of such beneficial interest in a
Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note,
a certificate from such holder in the form of Exhibit B
hereto, including the appropriate certifications in item (3)
thereof;




		
	 	and, in each such case set forth in this subparagraph (D), if the
Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the
Securities Act.



32






 





     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.


     Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.


(c)  Transfer or Exchange of Beneficial Interests for Definitive Notes. If any
one of the events listed in clauses (1) to (4) of this Section 2.06(a) has
occurred or the Company has elected pursuant to Section 2.06(a) to cause the
issuance of Definitive Notes, transfers or exchanges of beneficial interests in
a Global Note for a Definitive Note shall be effected, subject to the
satisfaction of the conditions set forth in the applicable subclauses of this
Section 2.06(c).



		
	 	     (1) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon receipt by the Registrar of the following documentation:




		
	 	     (A) if the holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such holder in the
form of Exhibit C hereto, including the certifications in item
(2)(a) thereof;
	 
	 	     (B) if such beneficial interest is being transferred to a QIB
in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1)
thereof;
	 
	 	     (C) if such beneficial interest is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with Rule
903 or Rule 904, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;
	 
	 	     (D) if such beneficial interest is being transferred to the
Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (4)
thereof.



the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and upon receipt of an Authentication Order the Trustee
shall authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note
issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c) shall be registered in such name or names and
in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest
in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.


33






 



		
	 	     (2) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. A holder of a beneficial interest in a Restricted
Global Note may exchange such beneficial interest for an Unrestricted
Definitive Note or may transfer such beneficial interest to a Person who
takes delivery thereof in the form of an Unrestricted Definitive Note
only if:




		
	 	     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder of the beneficial interest to be transferred, in the
case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not
(i) a Broker-dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;
	 
	 	     (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
	 
	 	     (C) if such beneficial interest is being transferred pursuant
to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(c) thereof,
	 
	 	     (D) if such beneficial interest is being transferred pursuant
to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the
effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;
	 
	 	     (E) such transfer is effected by a Broker-dealer pursuant to
the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or
	 
	 	     (F) the Registrar receives the following:




		
	 	     (i) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial
interest for an Unrestricted Definitive Note, a certificate
from such holder in the form of Exhibit C hereto, including
the certifications in item (1)(b) thereof; or
	 
	 	     (ii) if the holder of such beneficial interest in a
Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from
such holder in the form of Exhibit B hereto, including the
appropriate certifications in item (3) thereof;




		
	 	and, in each such case set forth in this subparagraph (F), if the
Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the
Securities Act.




		
	 	     (3) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in
an Unrestricted Global Note proposes to exchange such beneficial interest
for a Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Note, then, upon
satisfaction of the



34






 





		
	 	conditions set forth in Section 2.06(b)(2) hereof, the Trustee will
cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Company
will execute and upon receipt of an Authentication Order the Trustee will
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(3) will be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest requests through instructions to the Registrar from or through
the applicable Depositary and the Participant or Indirect Participant.
The Trustee will deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(3)
will not bear the Private Placement Legend.



(d)  Transfer and Exchange of Definitive Notes for Beneficial Interests.



		
	 	     (1) Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted
Global Note or to transfer such Restricted Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the
following documentation:




		
	 	     (A) if the Holder of such Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted
Global Note, a certificate from such Holder in the form of Exhibit
C hereto, including the certifications in item (2)(b) thereof;
	 
	 	     (B) if such Restricted Definitive Note is being transferred to
a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1)
thereof;
	 
	 	     (C) if such Restricted Definitive Note is being transferred to
a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof;
	 
	 	     (D) if such Restricted Definitive Note is being transferred to
the Company or any of its Subsidiaries, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item
(4) thereof,
	 
	 	the Trustee will cancel the Restricted Definitive Note, increase or
cause to be increased the aggregate principal amount of, in the
case of clause (A) above, the appropriate Restricted Global Note,
in the case of clause (B) above, the 144A Global Note, and in the
case of clause (C) or (D) above, the Regulation S Global Note.




		
	 	     (2) Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global
Note or transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if:




		
	 	     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-dealer, (ii) a Person
participating in the distribution



35






 





		
	 	of the Exchange Notes or (iii) a Person who is an affiliate
(as defined in Rule 144) of the Company;
	 
	 	     (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
	 
	 	     (C) if such Restricted Definitive Note is being transferred
pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof;
	 
	 	     (D) if such Restricted Definitive Note is being transferred
pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the
effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;
	 
	 	     (E) such transfer is effected by a Broker-dealer pursuant to
the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or
	 
	 	     (F) the Registrar receives the following:




		
	 	     (i) if the Holder of such Restricted Definitive Note
proposes to exchange such Restricted Definitive Note for a
beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(c) thereof; or
	 
	 	     (ii) if the Holder of such Restricted Definitive Note
proposes to transfer such Restricted Definitive Note to a
Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit B hereto,
including the appropriate certifications in item (3) thereof;




		
	 	and, in each such case set forth in this subparagraph (F), if the
Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the
Securities Act.




		
	 	     Upon satisfaction of the conditions of any of the subparagraphs in
this Section 2.06(d)(2), the Trustee will cancel the Definitive Note and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.
	 
	 	     (3) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted
Global Note or transfer such Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee will cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes.



36






 





		
	 	     If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D)
or (3) above at a time when an Unrestricted Global Note has not yet been
issued, the Company will issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee will
authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.



(e)  Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder’s compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting
Holder must provide any additional certifications, documents and information,
as applicable, required pursuant to the following provisions of this Section
2.06(e).



		
	 	     (1) Restricted Definitive Notes to Restricted Definitive Notes. Any
Restricted Definitive Note may be transferred to and registered in the
name of Persons who take delivery thereof in the form of a Restricted
Definitive Note if the Registrar receives the following:




		
	 	     (A) if the transfer will be made pursuant to Rule 144A under
the Securities Act, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in
item (1) thereof;
	 
	 	     (B) if the transfer will be made pursuant to Rule 903 or Rule
904, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (2) thereof;
and
	 
	 	     (C) if the transfer will be made pursuant to any other
exemption from the registration requirements of the Securities Act,
then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications required by item (3)
thereof.




		
	 	     (2) Restricted Definitive Notes to Unrestricted Definitive Notes.
Any Restricted Definitive Note may be exchanged by the Holder thereof for
an Unrestricted Definitive Note or transferred to a Person or Persons who
take delivery thereof in the form of an Unrestricted Definitive Note if:




		
	 	     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company;
	 
	 	     (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
	 
	 	     (C) such transfer is effected by a Broker-dealer pursuant to
the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or



37






 








		
	 	     (D) the Registrar receives the following:




		
	 	     (i) if the Holder of such Restricted Definitive Note
proposes to exchange such Note for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (1)(d) thereof;
or
	 
	 	     (ii) if the Holder of such Restricted Definitive Note
proposes to transfer such Note to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit B
hereto, including the appropriate certifications in item (3)
thereof;




		
	 	and, in each such case set forth in this subparagraph (D), if the
Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such exchange or
transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain
compliance with the Securities Act.




		
	 	     (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a
Person who takes delivery thereof in the form of an Unrestricted
Definitive Note. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant
to the instructions from the Holder thereof.



(f)  Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company will issue and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the
Trustee will authenticate:



		
	 	     (1) one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of the beneficial interests in the
Restricted Global Notes tendered into the Exchange Offer by Persons that
certify in the applicable Letters of Transmittal that (A) they are not
Broker-dealers, (B) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144)
of the Company; and
	 
	 	     (2) Unrestricted Definitive Notes in an aggregate principal amount
equal to the principal amount of the Restricted Definitive Notes accepted
for exchange in the Exchange Offer.



     Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount. If, upon completion (as determined in accordance with Section 2(a) of
the Registration Rights Agreement) of the Exchange Offer, any Holder holds
Initial Notes, the Company may thereafter issue and deliver to such Holder, in
exchange (a “Private Exchange”) for the Initial Notes held by such Holder, a
like principal amount of debt securities of the Company issued under this
Indenture and identical in all material respects to the Initial Notes (the
“Private Exchange Notes”); provided that the Company shall have obtained
certifications and other evidence reasonably satisfactory to the Company that
any such Holder may receive Private Exchange Notes in such Private Exchange in
compliance with applicable securities laws. The Exchange Notes issued in the
Exchange Offer and the Private Exchange Notes shall be issued in the same
series under this Indenture and shall have the same CUSIP, Common Code, ISIN
and/or other identification numbers.


38






 


(g)  Legends. The following legends will appear on the face of all Global Notes
and Definitive Notes issued under this Indenture unless specifically stated
otherwise in the applicable provisions of this Indenture.



		
	 	     (1) Private Placement Legend.




		
	 	     (A) Except as permitted by subparagraph (B) below, each Global
Note and each Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in
substantially the following form:
	 
	 	“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) BY THE INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (5) TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES AND (B) BY SUBSEQUENT INVESTORS,
AS SET FORTH IN (A) ABOVE, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES”.
	 
	 	     (B) Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2),
(c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06
(and all Notes issued in exchange therefor or substitution thereof)
will not bear the Private Placement Legend.




		
	 	     (2) Global Dollar Note Legend. Each Dollar Global Note will bear a
legend in substantially the following form:




		
	 	“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY.
	 
	 	UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A



39






 





		
	 	WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN”.




		
	 	     (3) Global Euro Note Legend. Each Euro Global Note will bear a
legend in substantially the following form:




		
	 	“THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN
THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1)
THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
	 
	 	UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR
BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR
ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
COMMON DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK,
101 BARCLAY STREET, FLOOR 21W, NEW YORK, NEW YORK) TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON
DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO
THE COMMON DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY
TRANSFER,



40






 





		
	 	PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE
COMMON DEPOSITARY, HAS AN INTEREST HEREIN”.



(h)  Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly
and an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


(i)  General Provisions Relating to Transfers and Exchanges.



		
	 	     (1) To permit registrations of transfers and exchanges, the Company
will execute and the Trustee will authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance
with Section 2.02 or at the Registrar’s request.
	 
	 	     (2) No service charge will be made to a Holder of a Global Note or
to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to
Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).
	 
	 	     (3) The Registrar will not be required to register the transfer of
or exchange any Note selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part.
	 
	 	     (4) All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes
will be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer
or exchange.
	 
	 	     (5) The Company will not be required:




		
	 	     (A) to issue, to register the transfer of or to exchange any
Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day
of selection;
	 
	 	     (B) to register the transfer of or to exchange any Note
selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or
	 
	 	     (C) to register the transfer of or to exchange a Note between
a record date and the next succeeding interest payment date.



41






 






		
	 	     (6) Prior to due presentment for the registration of a transfer of
any Note, the Trustee, any Agent and the Company may deem and treat the
Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent
or the Company shall be affected by notice to the contrary.
	 
	 	     (7) The Trustee will authenticate Global Notes and Definitive Notes
in accordance with the provisions of Section 2.02 hereof.
	 
	 	     (8) All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by
facsimile.




Section 2.07 Replacement Notes.


     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee’s
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.


     If, after the delivery of such replacement Note, a bona fide purchaser of
the original Note in lieu of which such replacement Note was issued presents
for payment or registration such original Note, the Trustee shall be entitled
to recover such replacement Note from the Person to whom it was delivered or
any Person taking therefrom, except a bona fide purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Company, the
Trustee, any Agent and any authenticating agent in connection therewith.


     Subject to the provisions of the final sentence of the preceding paragraph
of this Section 2.07, every replacement Note is an obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.



Section 2.08 Outstanding Notes.


     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.


     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.


     If the entire principal amount and premium, if any, of any Note is
considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue.


42






 


     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes will
be deemed to be no longer outstanding and will cease to accrue interest.


     For purposes of determining whether the Holders of the requisite principal
amount of Notes have taken any action as herein described, the principal amount
of Dollar Notes shall be deemed to be the Euro Equivalent of such principal
amount of Dollar Notes as of (i) if a record date has been set with respect to
the taking of such action, such date or (ii) if no such record date has been
set, the date the taking of such action by the Holders of such requisite
principal amount is certified to the Trustee by the Company.


     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders 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
or may be embodied in or evidenced by an electronic transmissions which
identifies the documents containing the proposal on which such consent is
requested and certifies such Holders’ consent thereto and agreement to be bound
thereby; and, except as herein otherwise 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.



Section 2.09 Treasury Notes.


     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company, will be considered
as though not outstanding, except that for the purposes of determining whether
the Trustee will be protected in relying on any such direction, waiver or
consent, only Notes that a Responsible Officer of the Trustee actually knows
are so owned will be so disregarded.



Section 2.10 Temporary Notes.


     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.


     Holders of temporary Notes will be entitled to all of the benefits of this Indenture.



Section 2.11 Cancellation.


     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will dispose of
such canceled Notes (subject to the record retention requirements of the
Exchange Act) in its customary manner unless the Company directs the Trustee to
deliver canceled Notes to the Company. The Company may not issue new Notes to
replace Notes that it has redeemed or paid or that have been delivered to the
Trustee for cancellation.


43






 



Section 2.12 Defaulted Interest.


     If the Company defaults in a payment of interest on the Notes, it will pay
the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or,
upon the written request of the Company, the Trustee in the name and at the
expense of the Company) will mail or cause to be mailed to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.



Section 2.13 Additional Amounts.


(a)  All payments made by the Company under or with respect to the Notes will be
made free and clear of and without withholding or deduction for or on account
of any present or future tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and other liabilities
related thereto) (hereinafter, “Taxes") imposed or levied by or on behalf of
the government of France or any other jurisdiction in which the Company is
organized or is a resident for tax purposes or within or through which payment
is made or any political subdivision or taxing authority or agency thereof or
therein (any of the aforementioned being a “Taxing Jurisdiction"), unless the
Company is required to withhold or deduct any such Taxes by law or by the
interpretation or administration thereof.


(b)  If the Company is so required to withhold or deduct any amount for or on
account of Taxes from any payment made under or with respect to a Note, the
Company will, to the extent permitted by applicable law, pay such additional
amounts (“Additional Amounts") as may be necessary so that the net amount
received by the Holder of such Note (including Additional Amounts) after such
withholding or deduction of such Taxes will not be less than the amount such
Holder would have received if such Taxes had not been required to be withheld
or deducted; provided, however, that notwithstanding the foregoing, Additional
Amounts will not be paid with respect to:



		
	 	     (1) any Taxes that would not have been so imposed, deducted or
withheld but for the existence of any present or former connection
between the Holder or beneficial owner of such Note (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor
of power over, the Holder or beneficial owner of such Note, if the Holder
or beneficial owner is an estate, nominee, trust, partnership or
corporation) and the relevant Taxing Jurisdiction (other than the mere
receipt of such payment or the ownership or holding of or the execution,
delivery, registration or enforcement of such Note);
	 
	 	     (2) subject to Section 2.13(f) hereof, any estate, inheritance,
gift, sales, excise, transfer or personal property tax or similar tax,
assessment or governmental charge;
	 
	 	     (3) any Taxes payable otherwise than by deduction or withholding
from payments under or with respect to such Note;
	 
	 	     (4) any Taxes that would not have been so imposed, deducted or
withheld if the Holder or beneficial owner of such Note or beneficial
owner of any payment on such Note had (i) made an accurate declaration of
non-residence or any other claim or filing for exemption to which it is
entitled or (ii) complied with any certification, identification,
information, documentation or other reporting requirement concerning the
nationality, residence, identity or



44






 





		
	 	connection with the relevant Taxing Jurisdiction of such Holder or
beneficial owner (provided that such declaration of non-residence or
other claim or filing for exemption or such compliance is required by the
applicable law of the relevant Taxing Jurisdiction as a precondition to
exemption from, or reduction in the rate of imposition, deduction or
withholding of, such Taxes, and at least 30 days prior to the first
payment date with respect to which such declaration of non-residence or
other claim or filing for exemption or such compliance is required under
the applicable law of the Taxing Jurisdiction, the relevant Holder at
that time has been notified by the Company, or any other person through
whom payment may be made, that a declaration of non-residence or other
claim or filing for exemption or such compliance is required to be made);
	 
	 	     (5) any Taxes that would not have been so imposed, deducted or
withheld if the beneficiary of the payment had presented such Note for
payment within 30 days after the date on which such payment or such Note
became due and payable or the date on which payment thereof is duly
provided for, whichever is later (except to the extent that the Holder
would have been entitled to Additional Amounts had the Note been
presented on the last day of such 30-day period);
	 
	 	     (6) any payment under or with respect to a Note to any Holder that
is a fiduciary or partnership or any person other than the sole
beneficial owner of such payment or Note, to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of such a
partnership or the beneficial owner of such payment or Note would not
have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the actual Holder of such Note;
	 
	 	     (7) any withholding or deduction imposed on a payment that is made
pursuant to the European Union Directive on the taxation of savings
implementing the conclusions of the European Council of Economic and
Finance Ministers (ECOFIN) meeting on June 3, 2003, or any law
implementing or complying with, or introduced in order to conform to,
such Directive;
	 
	 	     (8) any withholding or deduction that is imposed on a Note presented
for payment by or on behalf of a Holder who would have been able to avoid
such withholding or deduction by presenting such Note to another paying
agent in a member state of the European Union if the Holder of the Note
is a resident in the European Union, or to another Paying Agent in the
United States if the Holder of the Note is a resident in the United
States; or
	 
	 	     (9) any combination of items (1) through (8) above.



     The foregoing provisions shall survive any termination or discharge of
this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with
respect to any successor Person to the Company.


(c)  The Company will also make any applicable withholding or deduction and
remit the full amount deducted or withheld to the relevant authority in
accordance with applicable law. The Company will furnish to the Trustee
certified copies or tax receipts or, if such tax receipts are not reasonably
available to the Company, such other documentation that provides reasonable
evidence of such payment by the Company. Copies of such receipts or other
documentation will be made available to the Holders or the Paying Agents, as
applicable, upon request.


(d)  At least 30 days prior to each date on which any payment under or with
respect to any Note is due and payable, unless such obligation to pay
Additional Amounts arises after the 30th day prior to such date, in which case
it shall be promptly paid thereafter, if the Company will be obligated to pay
Additional Amounts with respect to such payment, the Company will deliver to
the Trustee and the


45






 




Paying Agent an Officers’ Certificate stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such
other information necessary to enable the Trustee and Paying Agent to pay such
Additional Amounts to Holders of such Note on the payment date. Each Officers’
Certificate shall be relied upon until receipt of a further Officers’
Certificate addressing such matters.


(e)  Whenever in this Indenture there is mentioned, in any context, the payment
of principal, premium, if any, interest or any other amount payable under or
with respect to any Note, such mention shall be deemed to include mention of
the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.


(f)  The Company will pay any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies that
arise in any jurisdiction from the execution, delivery, enforcement or
registration of the Notes, this Indenture or any other document or instrument
in relation thereto; provided, however, that no such payments will be made in
respect of any taxes, charges or similar levies imposed by any jurisdiction
outside any jurisdiction in which the Company or any successor Person is
organized or resident for tax purposes, or any jurisdiction in which a Paying
Agent is located, other than those resulting from, or required to be paid in
connection with, the enforcement of the Notes or any other document or
instrument following the occurrence of an Event of Default with respect to the
Notes, and the Company agrees to indemnify the Holders of the Notes for any
such non-excluded taxes paid by such Holders.



ARTICLE 3.

REDEMPTION AND PREPAYMENT



Section 3.01 Notices to Trustee.


     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers’
Certificate setting forth:



		
	 	     (1) the clause of this Indenture pursuant to which the redemption
shall occur;
	 
	 	     (2) the redemption date;
	 
	 	     (3) the principal amount of each series of Notes to be redeemed; and
	 
	 	     (4) the redemption price.




Section 3.02 Selection of Notes to Be Redeemed or Purchased.


     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:



		
	 	     (1) if the applicable Notes are listed on any national securities
exchange, in compliance with the requirements of the principal national
securities exchange on which they are listed; or
	 
	 	     (2) if the applicable Notes are not listed on any national
securities exchange or the relevant national securities exchange does not
have any applicable requirements, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate.



46






 







     In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.


     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000
or whole multiples of $1,000, or of €1,000 or whole multiples of €1,000, as the
case may be; except that if all of the Notes of a Holder are to be redeemed or
purchased, the entire outstanding amount of Notes held by such Holder, even if
not a multiple of $1,000 or of €1,000, as the case may be, shall be redeemed or
purchased. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption or purchase also apply to
portions of Notes called for redemption or purchase.



Section 3.03 Notice of Redemption.


     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company will mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture pursuant to Article 8 or 10 of this Indenture.
Notices of redemption shall not be conditional. So long as any series of the
Notes is listed on the Luxembourg Stock Exchange and if required by the rules
of the Luxembourg Stock Exchange, notice will be given to the Luxembourg Stock
Exchange and published in Luxembourg in a daily leading newspaper with general
circulation in Luxembourg.


     The notice will identify the Notes to be redeemed and will state:



		
	 	     (1) the redemption date;
	 
	 	     (2) the redemption price;
	 
	 	     (3) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;
	 
	 	     (4) the name and address of the Paying Agent;
	 
	 	     (5) that Notes called for redemption must be surrendered to the
Paying Agent to collect the redemption price;
	 
	 	     (6) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and
after the redemption date;
	 
	 	     (7) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and
	 
	 	     (8) that no representation is made as to the correctness or accuracy
of the CUSIP, ISIN or Common Code number, if any, listed in such notice
or printed on the Notes.



47






 





     At the Company’s request, the Trustee will give the notice of redemption
in the Company’s name and at its expense; provided, however, that the Company
has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.



Section 3.04 Effect of Notice of Redemption.


     Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price.



Section 3.05 Deposit of Redemption or Purchase Price.


     No later than one Business Day prior to the redemption or purchase price
date, the Company will deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued interest and
Special Interest, if any, on all Notes to be redeemed or purchased on that
date. The Trustee or the Paying Agent will promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess
of the amounts necessary to pay the redemption or purchase price of, and
accrued interest and Special Interest, if any, on, all Notes to be redeemed or
purchased.


     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall
be paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.



Section 3.06 Notes Redeemed or Purchased in Part.


     Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.



Section 3.07 Optional Redemption.


     (a)  At any time, the Company may at its option redeem all or part of the
Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption
price equal to 100% of the principal amount of the Notes being redeemed plus
the Applicable Premium plus accrued and unpaid interest and Special Interest,
if any, to the applicable redemption date.


     (b)  At any time prior to July 15, 2006, the Company may at its option on
any one or more occasions redeem up to 35% of the aggregate principal amount of
each series of the Notes issued under this Indenture at a redemption price
equal to 106.25% of the principal amount for the Notes, plus in each case
accrued and unpaid interest and Special Interest, if any, to the redemption
date, with the net cash proceeds of an Equity Offering; provided that:


48






 



		
	 	     (1) The Company received at least €50 million in gross proceeds from
such Equity Offering;
	 
	 	     (2) at least 65% of the initial aggregate principal amount of Notes
issued under this Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by the Company and
its Subsidiaries); and
	 
	 	     (3) the redemption occurs within 120 days of the date of the closing
of such Equity Offering.



     (c)  Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06 hereof.



Section 3.08 Mandatory Redemption.


     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.



Section 3.09 Offer to Purchase by Application of Excess Proceeds.


     In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an “Asset Sale
Offer”), it shall follow the procedures specified below.


     The Asset Sale Offer shall be made to all Holders of Notes. The Asset
Sale Offer will remain open for a period of at least 20 Business Days following
its commencement and not more than 30 Business Days, except to the extent that
a longer period is required by applicable law (the “Offer Period”). No later
than three Business Days after the termination of the Offer Period (the
“Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer
Amount”) to the purchase of Notes or, if less than the Offer Amount has been
tendered, all Notes tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased will be made in the same manner as interest payments are
made.


     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Special Interest, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.


     Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The notice, which will govern the terms of the Asset Sale Offer, will
state:



		
	 	     (1) that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
will remain open;
	 
	 	     (2) the Offer Amount, the purchase price and the Purchase Date;
	 
	 	     (3) that any Note not tendered or accepted for payment will continue
to accrue interest;
	 
	 	     (4) that, unless the Company defaults in making such payment, any
Note accepted for payment pursuant to the Asset Sale Offer will cease to
accrue interest after the Purchase Date;




49









 




		
	 	     (5) that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer may elect to have Notes purchased in integral multiples
of $1,000 or of €1,000 only, as the case may be;
	 
	 	     (6) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer will be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” attached to the Note
completed, or transfer by book-entry transfer, to the Company, a
Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;
	 
	 	     (7) that Holders will be entitled to withdraw their election if the
Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram,
telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for
purchase and a statement that such Holder is withdrawing his election to
have such Note purchased;
	 
	 	     (8) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company will select the Notes to be
purchased on a pro rata basis based on the principal amount of Notes
surrendered (with such adjustments as may be deemed appropriate by the
Company so that only Notes in denominations of $1,000 or integral
multiples thereof, or of €1,000 or integral multiples thereof, as the
case may be, will be purchased); and
	 
	 	     (9) that Holders whose Notes were purchased only in part will be
issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered (or transferred by book-entry transfer).



     On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers’ Certificate stating that such Notes
or portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a
new Note, and the Trustee, upon written request from the Company will
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered. Any Note not
so accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company will publicly announce the results of the Asset Sale
Offer on the Purchase Date.


     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.



Section 3.10 Redemption of Notes for Changes in Withholding Taxes.


     The Company may, at its option, redeem all, but not less than all, of the
then outstanding Notes of a series at a redemption price equal to 100% of the
principal amount of the Notes, plus accrued and unpaid interest thereon to the
redemption date. This redemption applies only if as a result of any amendment
to, or change in, the laws or treaties (including any rulings or regulations
promulgated thereunder) of France or any other jurisdiction in which the
Company is organized or is a resident for tax purposes or within or through
which payment is made or any political subdivision or taxing authority or


50






 




agency thereof or therein (or, in the case of Additional Amounts payable
by a successor Person to the Company, of the jurisdiction in which such
successor Person is organized or is a resident for tax purposes or any
political subdivision or taxing authority or agency thereof or therein) or any
amendment to or change in any official position concerning the interpretation,
administration or application of such laws, treaties, rulings or regulations
(including a holding by a court of competent jurisdiction), which amendment or
change is effective on or after the date of this Indenture (or, in the case of
Additional Amounts payable by a successor Person to the Company, the date on
which such successor Person became such pursuant to applicable provisions of
this Indenture), that the Company has become or will become obligated to pay
Additional Amounts (as described in Section 2.13 hereof) on the next date on
which any amount would be payable with respect to such Notes and the Company
determines in good faith that such obligation cannot be avoided (including,
without limitation, by changing the jurisdiction from which or through which
payment is made) by the use of reasonable measures available to the Company.


     No such notice of redemption may be given earlier than 90 days prior to
the earliest date on which the Company would be obligated to pay such
Additional Amounts if a payment in respect of such Notes were then due, or
later than 180 days after such amendment or change referred to in the preceding
paragraph. At the time such notice of redemption is given, such obligation to
pay such Additional Amounts must remain in effect. Immediately prior to the
mailing of any notice of redemption described above, the Company shall deliver
to the Trustee (i) a certificate stating that the Company is entitled to elect
to effect such redemption and setting forth a statement of facts showing that
the conditions precedent to the right of the Company so to elect to redeem have
occurred and (ii) an Opinion of Counsel qualified under the laws of the
relevant jurisdiction to the effect that the Company or such successor Person,
as the case may be, has or will become obligated to pay such Additional Amounts
as a result of such amendment or change.



ARTICLE 4.

COVENANTS




Section 4.01 Payment of Notes.


     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Special Interest, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. New York Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company will pay all
Special Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.


     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
the then applicable interest rate on the Notes; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Special Interest (without regard to any applicable
grace period) at the same rate.


     If a Paying Agent pays out on or after the due date therefor, or becomes
liable to pay out funds on the assumption that the corresponding payment by the
Company has been or will be made and such payment has in fact not been so made
by the Company, then the Company shall on demand reimburse the Paying Agent for
the relevant amount, and pay interest to the Paying Agent on such amount from
the date on which it is paid out to the date of reimbursement at a rate per
annum equal to the cost to the Paying


51






 




Agent of funding the amount paid out, as certified by the Paying Agent and
expressed as a rate per annum.



Section 4.02 Maintenance of Office or Agency.


     The Company shall maintain an office or agency (which may be an office of
the Trustee or an affiliate of the Trustee, Registrar or co-registrar) (a) for
the Dollar Notes, in the Borough of Manhattan, the City of New York, and, for
so long as the Dollar Notes are listed on the Luxembourg Stock Exchange, in
Luxembourg, and (b) for the Euro Notes, in New York, in London, and, for so
long as the Euro Notes are listed on the Luxembourg Stock Exchange, in
Luxembourg, where (i) Notes may be surrendered for registration of transfer or
for exchange and (ii) notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served, provided that in the case of clause
(ii) above as it applies to the Euro Notes, such office may be maintained in
Paris, France. 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 fails to maintain any such required office or agency or
fails 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.


     The Company may also from time to time designate one or more other offices
or agencies where the Notes 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 will in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York and London, England 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.


     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03
hereof.



Section 4.03 Reports.


(a)  Whether or not required by the rules and regulations of the SEC, so long as
any Notes are outstanding, the Company shall furnish to the Trustee and Holders
of Notes:



		
	 	     (1) within the time periods specified by the SEC’s rules and
regulations, all financial information that would be required to be
contained in a filing with the SEC on Form 20-F if the Company were
required to file such Form, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and a report
on the Company’s annual financial statements by the Company’s certified
independent accountants;
	 
	 	     (2) within 90 days after the end of each of the first three fiscal
quarters of each fiscal year, (a) quarterly financial statements
(including a consolidated statement of income, consolidated balance sheet
and consolidated statement of cash flows) of the Company prepared in
accordance with generally accepted accounting principles in France as in
effect at the time of such financial statements with a reconciliation to
U.S. GAAP of net income, interest expense, EBIT and net debt and (b) a
statement of management regarding the Company’s financial position and
results of operations, in each case (except for the U.S. GAAP
information) that is substantially similar in scope and detail to the
information publicly released by the Company in respect of its financial
results for the first six months of each fiscal year (it being
understood, for the avoidance of doubt, that statements that include the
information that the Company would be required to include in a Quarterly
Report on Form 10-Q if the Company were subject to an



52






 





		
	 	obligation to file such Quarterly Reports shall be sufficient to
satisfy the Company’s obligations under this clause (2)(b)); and




		
	 	     (3) within the time periods specified by the SEC’s rules and
regulations, all current reports that would be required to be filed with
the SEC on Form 6-K if the Company were required to file such reports.



     To the extent GAAP in effect from time to time differs in any material
respect from GAAP in effect on the date of this Indenture, the Company will
separately prepare and deliver to the Trustee and Holders of the Notes with its
annual financial statements a reasonably detailed reconciliation to GAAP as in
effect on the date of this Indenture with respect to the financial items
necessary to ascertain compliance with the covenants set forth in this
Indenture.


     In addition, following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not required by the SEC, the
Company will file or furnish a copy of all of the information and reports
referred to in clauses (1), (2) and (3) above with the SEC for public
availability within the time periods specified in the SEC’s rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request and through publication on its internet website or similar means of
electronic dissemination. The Company will at all times comply with TIA §
314(a).


(b)  For so long as any Notes remain outstanding, the Company will furnish to
the Trustee and Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.



Section 4.04 Compliance Certificate.


(a)  The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, an Officers’ Certificate stating that a review of the
activities of the Company and its Restricted Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default has occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.


(b)  So long as any of the Notes are outstanding, the Company will deliver to
the Trustee, forthwith upon any Officer becoming aware of any Default or Event
of Default, an Officers’ Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.



Section 4.05 Taxes.


     The Company shall pay, and shall cause each of its Restricted Subsidiaries
to pay, prior to delinquency, all Taxes except such as are contested in good
faith and by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.


53






 



Section 4.06 Stay, Extension and Usury Laws.


     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that 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 covenant that it will not, by resort to any such law, 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
has been enacted.



Section 4.07 Restricted Payments.


(a)  The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:



		
	 	     (1) declare or pay any dividend or make any other payment or
distribution on account of the Company’s Equity Interests (including,
without limitation, any payment in connection with any merger or
consolidation involving the Company) or to the direct or indirect holders
of the Company’s Equity Interests in their capacity as such (other than
dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company);
	 
	 	     (2) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company;
	 
	 	     (3) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes, except a payment of interest or principal at
the Stated Maturity thereof (other than Indebtedness permitted under
clauses (2) or (7) of Section 4.09(b) hereof and the purchase, repurchase
or other acquisition of subordinated Indebtedness with a Stated Maturity
earlier than the maturity of the Notes purchased in anticipation of
satisfying a payment of principal at the Stated Maturity thereof, within
one year of such Stated Maturity; or
	 
	 	     (4) make any Restricted Investment (all such payments and other
actions set forth in clauses (1) through (4) above being collectively
referred to as “Restricted Payments"),
	 
	 	unless, at the time of and after giving effect to such Restricted
Payment:




	 	(a)	 	no Default or Event of Default has
occurred and is continuing or would occur as a
consequence thereof;
	 
	 	(b)	 	the Company could incur at least
€1.00 of additional Indebtedness pursuant to Section
4.09(a) hereof; and
	 
	 	(c)	 	with respect to a Restricted Payment
of the type described in clause (1) or (2) of the
definition of Restricted Payments above, a period of not
less than 365 days has elapsed since April 8, 2003; and
	 
	 	(d)	 	such Restricted Payment, together
with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted
Subsidiaries after April 8, 2003 (excluding Restricted
Payments



54






 





		
	 	permitted by clauses (3), (4), (5), (6), (7) or (10) of
Section 4.07(b) hereof), is less than the sum, without
duplication, of:




	 	(A)	 	50% of the Consolidated
Net Income of the Company for the period (taken as
one accounting period) from April 1, 2003 to the
end of the Company’s most recently ended fiscal
quarter for which financial statements are
publicly available at the time of such Restricted
Payment (or, if such Consolidated Net Income for
such period is a deficit, less 100% of such
deficit), plus
	 
	 	(B)	 	100% of the aggregate net
cash proceeds received by the Company since April
8, 2003 (i) as a contribution to its common equity
capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified
Stock) or (ii) from the issue or sale of
convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the
Company upon conversion into or exchange for such
Equity Interests (other than Equity Interests (or
Disqualified Stock or debt securities) sold to a
Subsidiary of the Company), plus
	 
	 	(C)	 	to the extent that any
Restricted Investment that was made after April 8,
2003 is sold for cash or otherwise liquidated or
repaid for cash, the lesser of (i) the cash return
of capital with respect to such Restricted
Investment (less the cost of disposition, if any)
and (ii) the initial amount of such Restricted
Investment, plus
	 
	 	(D)	 	to the extent that any
Unrestricted Subsidiary of the Company is
redesignated as a Restricted Subsidiary after
April 8, 2003, the fair market value of the
Company’s Investment in such Subsidiary as of the
date of such redesignation (or, if such
redesignation occurs within one year of the date
on which such Subsidiary was originally designated
as an Unrestricted Subsidiary, the lesser of (i)
such fair market value and (ii) the fair market
value of such Subsidiary as of the date on which
such Subsidiary was originally designated as an
Unrestricted Subsidiary).



(b)  The provisions of Section 4.07(a) will not prohibit:



		
	 	     (1) the payment of any dividend or distribution on, or any
redemption of, Equity Interests, within 60 days after the date of
declaration or notice thereof, if at the date of declaration or notice
the dividend payment, distribution or redemption would have complied with
the provisions of this Indenture;
	 
	 	     (2) Investments that the Company or its Restricted Subsidiaries are
required to make as the result of the exercise of rights by persons that
are not Affiliates of the Company pursuant to contracts or agreements in
effect as of the date of this Indenture that (i) are referred to in Note
11.3 to the Company’s consolidated financial statements included in the
Company’s annual report on Form 20-F for the fiscal year ended December
31, 2002, as filed with the SEC on June 30, 2003 or (ii) do not exceed
€100 million in the aggregate;



55






 






		
	 	     (3) the purchase, repayment, prepayment, redemption, repurchase,
retirement, defeasance or other acquisition of any subordinated
Indebtedness of the Company or any Restricted Subsidiary or of any Equity
Interests of the Company in exchange for, or out of the net cash proceeds
of the substantially concurrent sale (other than to a Restricted
Subsidiary) of Equity Interests of the Company (other than Disqualified
Stock); provided that the amount of any such net cash proceeds that are
utilized for any such purchase, repayment, prepayment, redemption,
repurchase, retirement, defeasance or other acquisition shall be excluded
from Section 4.07(a)(i)(B) hereof;
	 
	 	     (4) the purchase, repayment, prepayment, redemption, repurchase,
retirement, defeasance or other acquisition of subordinated Indebtedness
of the Company or any Restricted Subsidiary (a) with the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness or (b)
from Net Proceeds from any Asset Sale to the extent permitted under
clause (3) of Section 4.10 hereof;
	 
	 	     (5) so long as no Default or Event of Default shall have occurred
and be continuing, the purchase, redemption, repurchase or other
acquisition or retirement for value of any Equity Interests of the
Company from employees, former employees, directors or former directors
of the Company or any of its Subsidiaries or their authorized
representatives pursuant to any management equity plan, share option plan
or any other management or employee benefit plan or agreement with
respect to the management, directors or employees of the Company and its
Subsidiaries; provided that the aggregate price paid for all such
purchased, redeemed, repurchased, acquired or retired Equity Interests
may not exceed €3 million in any twelve-month period;
	 
	 	     (6) repurchases of Equity Interests deemed to occur upon (a) the
exercise of stock options, warrants or convertible securities issued as
compensation if such Equity Interests represent a portion of the exercise
price thereof and (b) the withholding of a portion of the Equity
Interests granted or awarded to an employee to pay taxes associated
therewith;
	 
	 	     (7) the declaration and payment of dividends to holders of any class
or series of Disqualified Stock or preferred stock of the Company issued
in accordance with Section 4.09 hereof to the extent such dividends are
included in the definition of Fixed Charges;
	 
	 	     (8) in connection with a VUE Asset Sale, any Restricted Investment
or other Restricted Payment for the purpose of defeasing the outstanding
preferred stock of Vivendi Universal Entertainment LLLP in accordance
with the VUE Partnership Agreement, the amount of which Restricted
Investment or Restricted Payment does not exceed the costs of the
acquisition of the property necessary in order to effect such defeasance
and costs directly incidental thereto;
	 
	 	     (9) equity contributions to the joint venture formed for the purpose
of developing a theme park in Shanghai, People’s Republic of China,
pursuant to the Shanghai Theme Park Joint Venture Agreement in aggregate
amounts of up to €80 million; and
	 
	 	     (10) so long as no Default or Event of Default shall have occurred
and be continuing, other Restricted Payments in an aggregate amount at
any time outstanding not to exceed €15 million; provided that any
repayments or other reductions in the amount outstanding under this
clause (10) shall not also be counted for purposes of Section
4.07(a)(4)(d)(C) hereof.



(c)  The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the assets or securities
proposed to be transferred or issued by the Company


56






 




or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The fair market value of any assets or securities that are required to
be valued by this Section 4.07 will be determined in good faith (a) in the case
of assets or securities valued at €40 million or less, by a senior financial
officer of the Company and set forth in an Officers’ Certificate to the
Trustee, and (b) in the case of assets or securities valued at more than €40
million, by the Company’s Board of Directors and set forth in an Officers’
Certificate delivered to the Trustee.



Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.


(a)  The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability
of any Restricted Subsidiary to:



		
	 	     (1) pay dividends or make any other distributions on its Capital
Stock to the Company or any of its Restricted Subsidiaries;
	 
	 	     (2) make loans or advances to the Company or any of its Restricted
Subsidiaries; or
	 
	 	     (3) transfer any of its properties or assets to the Company or any
of its Restricted Subsidiaries.



(b)  The restrictions in Section 4.08(a) shall not apply to encumbrances or
restrictions existing under or by reason of:



		
	 	     (1) the Dual Currency Credit Facility or agreements or instruments
in effect on the date of this Indenture and any amendments,
modifications, restatements, renewals, supplements, replacements or
refinancings of the Dual Currency Credit Facility or those agreements or
instruments, provided that the encumbrances or restrictions contained in
the Dual Currency Credit Facility or any such amendments, modifications,
restatements, renewals, supplements, replacements or refinancings taken
as a whole, are not materially less favorable to the Holders of the Notes
than the encumbrances or restrictions contained in agreements or
instruments in place on the date of this Indenture;
	 
	 	     (2) this Indenture, the Notes and the exchange Notes to be issued
pursuant to the Registration Rights Agreement;
	 
	 	     (3) any applicable law, rule, regulation or order;
	 
	 	     (4) any agreement or instrument relating to Indebtedness or Capital
Stock of a Person acquired by, or merged, consolidated or otherwise
combined with or into the Company or any of its Restricted Subsidiaries
as in effect at the time of such acquisition (except to the extent such
Indebtedness or Capital Stock was incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person,
other than the Person or the property or assets of the Person so
acquired, and any amendments, modifications, restatements, renewals,
supplements, replacements or refinancings of those instruments, provided
that the encumbrances or restrictions contained in any such amendments,
modifications, restatements, renewals, supplements, replacements or
refinancings, taken as a whole, are not materially less favorable to the
Holders of the Notes than the encumbrances or restrictions contained in
agreements or instruments in effect on the date of acquisition;



57






 








		
	 	     (5) customary non-assignment provisions in leases or other
agreements entered into in the ordinary course of business;
	 
	 	     (6) an agreement or instrument relating to any Indebtedness,
Disqualified Stock or preferred stock of a Restricted Subsidiary
permitted to be incurred or issued subsequent to the date of this
Indenture pursuant to the provisions of Section 4.09 hereof if (i) the
encumbrances and restrictions contained in any such agreement or
instrument taken as a whole are not materially less favorable to the
Holders of the Notes than the encumbrances and restrictions contained in
the agreements relating to Indebtedness, Disqualified Stock or preferred
stock, as appropriate, of that Restricted Subsidiary in effect on the
date of this Indenture, or (ii) in the event such Restricted Subsidiary
did not have any Indebtedness, Disqualified Stock or preferred stock
outstanding on the date of this Indenture, such encumbrance or
restriction will not impair the ability of the Company to make payments
of principal, interest and other amounts on the Notes in any material
respect;
	 
	 	     (7) the terms of any preferred stock issued by any Restricted
Subsidiary of the Company; provided, however, that the terms of such
preferred stock do not impose any consensual encumbrance or restriction
on the ability of the Restricted Subsidiary to pay dividends or make
distributions on its Capital Stock except in a manner that is no more
restrictive than the following, as determined in good faith by the Board
of Directors of the Company and evidenced by a resolution adopted by such
Board of Directors:




		
	 	     (A) dividends and distributions on Capital Stock of the
Restricted Subsidiary may not be declared or paid or set apart for
payment at any time when the Restricted Subsidiary has not declared
and paid any dividends or distributions on such preferred stock
which are required to be declared and paid as a precondition to
dividends or distributions on other Capital Stock of the Restricted
Subsidiary;
	 
	 	     (B) distributions upon the liquidation, dissolution or winding
up of the Restricted Subsidiary, whether voluntary or involuntary
(“Liquidating Distributions”), may not be made on the Capital Stock
of the Restricted Subsidiary at any time when such preferred stock
is entitled to receive Liquidating Distributions which have not
been paid; and
	 
	 	     (C) dividends and distributions on Capital Stock of the
Restricted Subsidiary may not be declared or paid or set apart for
payment at any time when such preferred stock is required to be,
but has not been, redeemed pursuant to mandatory redemption
provisions that do not require such preferred stock to be redeemed
prior to the Stated Maturity of the Notes;




		
	 	     (8) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on that property of the
nature described in Section 4.08(a)(3) hereof;
	 
	 	     (9) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary
pending its sale or other disposition;
	 
	 	     (10) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness, taken as a whole, are not materially more
restrictive than those contained in the agreements governing the
Indebtedness being refinanced;



58






 






		
	 	     (11) Liens securing Indebtedness otherwise permitted to be incurred
under the provisions of Section 4.12 or 4.16 hereof that limit the right
of the debtor to dispose of the assets subject to such Liens;
	 
	 	     (12) customary provisions in joint venture agreements, asset sale
agreements, stock sale agreements and other similar agreements entered
into in the ordinary course of business that will not impair the ability
of the Company to make payments of principal, interest and other amounts
on the Notes in any material respect;
	 
	 	     (13) restrictions on cash or other deposits or net worth imposed by
customers or lessors under contracts or leases entered into in the
ordinary course of business; and
	 
	 	     (14) with respect to a Receivables Subsidiary, encumbrances and
restrictions that are imposed pursuant to a Receivables Program of such
Receivables Subsidiary; provided that such encumbrances and restrictions
are customarily required by the institutional sponsor or arranger at the
time of entering into such Receivables Program in similar types of
documents relating to the purchase of similar receivables in connection
with the financing thereof.




Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.


(a)  The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt), and the Company shall not issue any Disqualified Stock and
shall not permit any of its Restricted Subsidiaries to issue any shares of
preferred stock; provided, however, that the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, and its Restricted
Subsidiaries may incur Acquired Debt (and not any other Indebtedness), if the
Fixed Charge Coverage Ratio for the Company’s most recently ended four full
fiscal quarters for which financial statements are publicly available
immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock or preferred stock is issued would have
been at least 3.0 to 1, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred or the preferred stock or Disqualified Stock had been issued,
as the case may be, at the beginning of such four-quarter period.


(b)  The provisions of Section 4.09(a) shall not prohibit the incurrence of any
of the following items of Indebtedness, Disqualified Stock or preferred stock,
as applicable (collectively, “Permitted Debt”):



		
	 	     (1) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness and letters of credit (with letters of
credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and the Restricted Subsidiaries
thereunder) under




		
	 	     (A) Tranche B of the Dual Currency Credit Facility in an
aggregate principal amount of up to €1,000 million;
	 
	 	     (B) Tranche A of the Dual Currency Credit Facility in an
aggregate principal amount of up to €1,500 million that is
committed or outstanding at any time; and
	 
	 	     (C) one or more other Additional Credit Facilities in an
aggregate principal amount at any one time outstanding under this
clause (C), when taken together with (i) the aggregate principal
amount of all Indebtedness that is committed or outstanding under



59






 





		
	 	Tranche A of the Dual Currency Credit Facility and under
clause (12) of this Section 4.09(b) and (ii) all Permitted
Refinancing Indebtedness incurred pursuant to Tranche A of the Dual
Currency Credit Facility, this clause (C) or clause 12 of this
Section 4.09(b), not to exceed the Designated Amount;




		
	 	     (2) the incurrence by the Company and its Restricted Subsidiaries of
the Existing Indebtedness;
	 
	 	     (3) the incurrence by the Company of Indebtedness represented by (A)
the Notes to be issued on the date of this Indenture, and (B) the
Exchange Notes to be issued pursuant to the Registration Rights
Agreement;
	 
	 	     (4) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case, incurred
for the purpose of financing all or any part of the purchase price, lease
or cost of construction or improvement of property (real or personal),
plant or equipment (whether through the direct purchase of assets or
through the purchase of the Capital Stock of any Person owning such
assets) used in a Permitted Business, in an aggregate principal amount at
any time outstanding, including all Permitted Refinancing Indebtedness
incurred under clause (5) of this Section 4.09(b) to refund, refinance or
replace any Indebtedness incurred pursuant to this clause (4), not to
exceed 1.4% of the Consolidated Total Assets of the Company and its
Restricted Subsidiaries less any Attributable Debt outstanding with
Respect to Sale and Leaseback Transactions entered into in compliance
with Section 4.16 hereof;
	 
	 	     (5) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
the net proceeds of which are used to refund, refinance or replace
Indebtedness (other than intercompany Indebtedness) that was permitted by
this Indenture to be incurred under Section 4.09(a) or clause (1), (2),
(3), (4), (5) or (12) of this Section 4.09(b);
	 
	 	     (6) the incurrence by the Company or any of its Restricted
Subsidiaries of obligations with respect to letters of credit securing
obligations entered into in the ordinary course of business to the extent
such letters of credit are not drawn upon or, if drawn upon, such drawing
is reimbursed within five Business Days following receipt of a demand for
reimbursement;
	 
	 	     (7) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries; provided, however, that:




		
	 	     (A) if the Company is the obligor on such Indebtedness and
such Indebtedness is held by a Restricted Subsidiary, such
Indebtedness (other than Indebtedness incurred with a principal
amount outstanding of €5 million or less, up to an aggregate of €30
million of any such Indebtedness at any time outstanding held by
Restricted Subsidiaries) must be expressly subordinated to the
prior payment in full in cash of all Obligations with respect to
the Notes to the extent permissible under law without subjecting
the directors or officers of the obligee or obligor under any such
Indebtedness in their reasonable judgment to any penalty or civil
or criminal liability in connection with the subordination of such
Indebtedness; and
	 
	 	     (B) (i) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a
Person other than the Company or a Restricted



60






 





		
	 	Subsidiary of the Company and (ii) any sale or other transfer
of any such Indebtedness to a Person that is not either the Company
or a Restricted Subsidiary of the Company shall be deemed, in each
case, to constitute an incurrence of such Indebtedness by the
Company or such Restricted Subsidiary, as the case may be, that was
not permitted by this clause (7);




		
	 	     (8) the issuance of shares of preferred stock by a Restricted
Subsidiary to the Company or another Restricted Subsidiary; provided that
any subsequent issuance or transfer of any Capital Stock or any other
event which, in either case, results in any Restricted Subsidiary holding
such preferred stock ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such shares of preferred stock (except to the
Company or another Restricted Subsidiary) shall be deemed in each case to
be an issuance of such shares of preferred stock that was not permitted
by this clause (8);
	 
	 	     (9) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred in the ordinary
course of business and not for speculative purposes;
	 
	 	     (10) Indebtedness of the Company or any of its Restricted
Subsidiaries in respect of performance bonds, bankers’ acceptances,
workers’ compensation claims, surety or appeal bonds, payment obligations
in connection with self-insurance or similar obligations, and bank
overdrafts (and letters of credit in respect thereof) in the ordinary
course of business;
	 
	 	     (11) Indebtedness of the Company or any Restricted Subsidiary owed
to (including obligations in respect of letters of credit for the benefit
of) any Person in connection with worker’s compensation, health,
disability or other employee benefits or property, casualty or liability
insurance provided by such Person to the Company or such Restricted
Subsidiary pursuant to reimbursement or indemnification obligations to
such Person, in each case incurred in the ordinary course of business and
consistent with past practices;
	 
	 	     (12) the incurrence by any Receivables Subsidiary of Indebtedness
pursuant to a Receivables Program; provided, however, that the aggregate
principal amount of Indebtedness incurred pursuant to this clause (12) at
any one time outstanding, when taken together with the aggregate
principal amount of all Indebtedness committed under Tranche A of the
Dual Currency Credit Facility and all then-outstanding Indebtedness
incurred pursuant to clauses (1)(B) and (C) of Section 4.09(b) hereof,
does not exceed the Designated Amount;
	 
	 	     (13) the incurrence by the Company or a Restricted Subsidiary of
Indebtedness to the extent the net proceeds thereof are promptly
deposited to defease all outstanding Notes as described in Article 8
hereof;
	 
	 	     (14) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar institution
inadvertently drawn against insufficient funds in the ordinary course of
business, provided that such Indebtedness is extinguished within ten days
of occurrence;
	 
	 	     (15) the incurrence of Indebtedness by Cegetel or any Restricted
Subsidiary thereof, provided that the terms of such Indebtedness do not
restrict the ability of Cegetel or such Restricted Subsidiary to
distribute cash (by dividend or otherwise) to the Company and




		
	 	     (A) if, at the time such Indebtedness is incurred, the
outstanding senior unsecured Indebtedness of Cegetel has Investment
Grade Ratings from both of the Rating



61






 





		
	 	Agencies, to the extent the proceeds of such Indebtedness are
distributed to the Company, such proceeds must be used to repay
outstanding Indebtedness of the Company or its Restricted
Subsidiaries of the type described in clause (1), (2) or (3) of the
second paragraph under Section 4.10 hereof; and
	 
	 	     (B) if, at the time such Indebtedness is incurred, the
outstanding senior unsecured Indebtedness of Cegetel does not have
Investment Grade Ratings from both of the Rating Agencies, either
(i) all the net proceeds (net of amounts distributed to minority
shareholders) of such Indebtedness must be distributed to the
Company and not less than 50% of the amount of such net proceeds
distributed to the Company shall be used for the purpose of
repaying outstanding Indebtedness and other Obligations of Société
d’Investissement pour la Téléphonie S.A. or under any other Credit
Facility that constitutes outstanding senior secured bank debt of
the Company or any Restricted Subsidiary or, if no such
Indebtedness is outstanding, any Indebtedness of the Company or any
Restricted Subsidiary that is not subordinated in right of payment
to the Notes, (ii) such Indebtedness must be used to finance the
acquisition of a French fixed line telephone business which has
positive EBITDA based on its latest financial accounts and
Indebtedness of not more than €300 million (any such Indebtedness
incurred under this clause (ii) not to exceed €500 million plus
€300 million of Acquired Debt), or (iii) any combination of (i) and
(ii);




		
	 	     (16) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness solely to finance the purchase of Capital
Stock of Maroc Telecom as a result of the exercise by the Kingdom of
Morocco of its put right in respect of such Capital Stock, provided that
the recourse of any lenders of such Indebtedness shall be limited solely
to the Capital Stock of Maroc Telecom held directly or indirectly by the
Company, dividends and distributions in respect thereof, and the assets
of Maroc Telecom;
	 
	 	     (17) the incurrence of Indebtedness by (a) Restricted Subsidiaries
of the Company to fund working capital requirements in an aggregate
principal amount outstanding at any time not to exceed €300 million and
(b) by Maroc Telecom in an aggregate principal amount outstanding at any
one time not to exceed €500 million for the purpose of financing capital
expenditures and the acquisition of assets related to its business;
	 
	 	     (18) Indebtedness of the Company or a Restricted Subsidiary arising
from agreements of the Company or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in
each case incurred or assumed in connection with the disposition of any
business, assets or a Restricted Subsidiary of the Company in accordance
with the terms of this Indenture, other than guarantees by the Company or
any Restricted Subsidiary of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or a Subsidiary of
the Company for the purpose of financing such acquisition; provided that
(a) such Indebtedness is not reflected on the balance sheet of the
Company or any Restricted Subsidiary at the time of such agreement or
disposition (contingent obligations referred to in a footnote to
financial statements and not otherwise reflected on the balance sheet at
such time will not be deemed to be reflected on such balance sheet for
purposes of this clause 18(a)); and (b) the maximum aggregate liability
in respect of all such Indebtedness may at no time exceed the gross
proceeds, including the fair market value of non-cash proceeds (such fair
market value being measured at the time such non-cash proceeds are
received and without giving effect to any subsequent changes in value),
actually received by the Company and the Restricted Subsidiaries in
connection with such disposition;



62






 








		
	 	     (19) the incurrence of Non-Recourse Project Financing or
Non-Recourse Product Financing; and
	 
	 	     (20) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness or the issuance of Disqualified
Stock by the Company or any Restricted Subsidiary or preferred stock by
any Restricted Subsidiary in an aggregate principal amount or liquidation
preference (or accreted value, as applicable) at any time outstanding,
including all Permitted Refinancing Indebtedness incurred to refund,
refinance or replace any Indebtedness incurred pursuant to this clause
(20), not to exceed €100 million.



(c)  For purposes of determining compliance with this Section 4.09:



		
	 	     (1) in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described
in clauses (1) through (20) of Section 4.09(b) hereof, or is entitled to
be incurred pursuant to Section 4.09(a) hereof, the Company shall be
permitted to classify such item of Indebtedness on the date of its
incurrence or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09;
	 
	 	     (2) the outstanding principal amount of any particular Indebtedness
shall be counted only once and any obligations arising under any
guarantee, Lien, letter of credit or similar instrument supporting such
Indebtedness shall not be double counted;
	 
	 	     (3) the accrual of interest, the accretion or amortization of
original issue discount, the payment of interest on any Indebtedness in
the form of additional Indebtedness with the same terms, and the payment
of dividends on preferred stock or Disqualified Stock in the form of
additional shares of the same class of preferred stock or Disqualified
Stock (in each case where payment of dividends is not part of a financing
transaction) will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock or preferred stock for purposes of this
Section 4.09; provided, in each such case, that the amount thereof is
included in Fixed Charges of the Company as accrued;
	 
	 	     (4) the Company will be entitled to divide and classify an item of
Indebtedness in more than one of the types of Indebtedness described in
clauses (1) through (20) of Section 4.09(b) hereof; and
	 
	 	     (5) the maximum amount of Indebtedness that the Company or a
Restricted Subsidiary may incur pursuant to this Section 4.09 will not be
deemed to be exceeded, with respect to any outstanding Indebtedness, due
solely to the result of fluctuations in the exchange rates of currencies.



     For purposes of determining compliance with any euro denominated
restriction on the incurrence of Indebtedness where the Indebtedness incurred
is denominated in a different currency, the amount of such Indebtedness will be
the Euro Equivalent, as the case may be, determined on the date of the
incurrence of such Indebtedness; provided, however, that if any such
Indebtedness denominated in a different currency is subject to a Currency
Agreement with respect to euros covering all principal, premium, if any, and
interest payable on such Indebtedness, the amount of such Indebtedness
expressed in euros will be as provided in such Currency Agreement. The
principal amount of any Permitted Refinancing Indebtedness incurred in the same
currency as the Indebtedness being refinanced will be the Euro Equivalent of
the Indebtedness refinanced, except to the extent that (1) such Euro Equivalent
was determined based on a Currency Agreement, in which case the Permitted
Refinancing Indebtedness will be determined in accordance with the preceding
sentence, and (2) the principal amount of the Permitted


63






 




 Refinancing Indebtedness exceeds the principal amount of the Indebtedness
being refinanced, in which case the Euro Equivalent of such excess, as
appropriate, will be determined on the date such Permitted Refinancing
Indebtedness is incurred.



Section 4.10 Asset Sales.


     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:



		
	 	     (1) the Company (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of the Asset Sale at least equal to
the fair market value of the assets or Equity Interests issued or sold or
otherwise disposed of, with such fair market value being determined in
good faith (a) in the case of Asset Sales for aggregate consideration
equal to or less than €50 million, by a senior financial officer of the
Company and set forth in an Officers’ Certificate to the Trustee; and (b)
in the case of Asset Sales for aggregate consideration in excess of €50
million, by the Company’s Board of Directors and set forth in an
Officers’ Certificate delivered to the Trustee; and
	 
	 	     (2) at least 75% of the consideration received in the Asset Sale by
the Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents, or a combination thereof. For purposes of this provision,
each of the following will be deemed to be cash:




		
	 	     (A) any liabilities, as shown on the Company’s most recent
consolidated balance sheet, of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes) that are assumed by
the transferee of any such assets pursuant to an agreement that
fully releases the Company or such Restricted Subsidiary from
further liability; and
	 
	 	     (B) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that
are converted by the Company or such Restricted Subsidiary into
cash, to the extent of the cash received in that conversion, within
180 days after receipt;



provided that in the case of an Asset Sale of the Capital Stock of any member
of the VUE Group or any assets or rights held by any member of the VUE Group (
a “VUE Asset Sale”), if as of the date of the balance sheet included in the
most recent financial statements publicly released by the Company before such
VUE Asset Sale and giving pro forma effect to any assumption, incurrence,
repayment, repurchase or redemption of Indebtedness since such date and to the
application of the Net Proceeds from such VUE Asset Sale, the Consolidated
Financial Debt of the Company and its Restricted Subsidiaries has been reduced
through the application of Net Proceeds from Asset Sales by €3,250 million or
more since April 8, 2003, the reference in the foregoing clause (2) to 75%
shall instead be 50% with respect to such VUE Asset Sale, and the reference in
the foregoing sub-clause (2)(B) to 180 days shall instead be 365 days with
respect to such VUE Asset Sale, it being understood, for the avoidance of
doubt, that any reduction in the Consolidated Financial Debt of the Company and
its Restricted Subsidiaries as a result of a VUE Asset Sale involving the
Equity Interests of one or more Restricted Subsidiaries shall be considered to
be a reduction in such Consolidated Financial Debt through the application of
Net Proceeds from Asset Sales for purposes of the foregoing clause (2).


     Within 365 days after the receipt of any Net Proceeds from an Asset Sale
(or, in the case of a VUE Asset Sale where securities, notes or other
obligations are converted into cash in compliance with


64






 




 this Section 4.10, within 180 days of receipt of cash upon such
conversion, if later) the Company or any Restricted Subsidiary may apply such
Net Proceeds:



		
	 	     (1) to repay or prepay Indebtedness and other Obligations under any
Credit Facility that is not subordinated in right of payment to the
Notes;
	 
	 	     (2) to repay or prepay (or repurchase) any Indebtedness of a
Restricted Subsidiary or repay, prepay, repurchase or defease preferred
stock issued by a Restricted Subsidiary;
	 
	 	     (3) to repay or prepay (or repurchase) any Indebtedness with a final
Stated Maturity that is prior or equal to the final Stated Maturity of
the Notes;
	 
	 	     (4) to acquire (or enter into a binding agreement to acquire, which
acquisition must be consummated within 180 days after the end of the
365-day period following receipt of any Net Proceeds) all or
substantially all of the assets of, or a majority of the Voting Stock of,
a Permitted Business (including by means of a merger, consolidation or
other business combination permitted under this Indenture) or all or a
portion of any minority interest in a Restricted Subsidiary of the
Company;
	 
	 	     (5) to make a capital expenditure; or
	 
	 	     (6) to acquire (or enter into a binding agreement to acquire, which
acquisition must be consummated within 180 days after the end of the
365-day period following receipt of any Net Proceeds) other long-term
assets that are used or useful in a Permitted Business.



     Capital expenditures made in the 365 days prior to the date of any Net
Proceeds from an Asset Sale (“Prior Capital Expenditures”) may be counted
towards compliance with this Section 4.10; provided that the 365-day period
during which the Net Proceeds from such Asset Sale may be applied for capital
expenditures or other purposes permitted under this Section 4.10 after the date
of receipt of such Net Proceeds (or the 180-day period following receipt of
cash upon conversion of securities, notes or other obligations in a VUE Asset
Sale, if applicable) will be reduced by one day for every day before the date
of receipt of such Net Proceeds that such Prior Capital Expenditures were made.


     Pending the final application of any such Net Proceeds, the Company and
any Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by this
Indenture.


     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraphs will constitute “Excess
Proceeds”;
provided, however, that cash received by any member of the VUE Group in a VUE
Asset Sale shall not constitute Excess Proceeds to the extent and for so long
as such cash is held in a segregated bank account and not commingled with any
other funds and, upon any withdrawal of such funds, such funds are used for one
or more of the purposes described above. Any cash placed in such account may be
invested in Cash Equivalents pending application in accordance with this
Section 4.10. When the aggregate amount of Excess Proceeds exceeds €20 million,
the Company shall, within 30 days, make an Offer to all Holders of Notes, in
accordance with Section 3.09 hereof, to purchase the maximum principal amount
of Notes that may be purchased with such Excess Proceeds. The offer price in
any Asset Sale Offer will be equal to 100% of the principal amount of the Notes
being repurchased plus accrued and unpaid interest and Special Interest, if
any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, such funds will no
longer constitute Excess Proceeds and may be used for any purpose not otherwise
prohibited by


65






 




 this Indenture. If the aggregate principal amount of Notes tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will
select the Notes to be purchased on a pro rata basis.


     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of Sections 3.09 or 4.10 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.



Section 4.11 Transactions with Affiliates.


(a)  The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an “Affiliate Transaction”), unless:



		
	 	     (1) the Affiliate Transaction is on terms, when taken as a whole,
that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and
	 
	 	     (2) the Company delivers to the Trustee:




		
	 	     (A) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in
excess of €15 million, an Officers’ Certificate certifying that
such Affiliate Transaction complies with this Section 4.11; and
	 
	 	     (B) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in
excess of €40 million, (i) a resolution of the Board of Directors
of the Company set forth in an Officers’ Certificate certifying
that such Affiliate Transaction complies with this Section 4.11 and
that such Affiliate Transaction has been approved by a majority of
the disinterested members of the Board of Directors and (ii) an
opinion as to the fairness to the Company of such Affiliate
Transaction from a financial point of view issued by an
internationally recognized accounting, appraisal or investment
banking firm.



(b)  The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of Section 4.11(a):



		
	 	     (1) any employment, compensation, benefit or indemnification
agreement or arrangement (and any payments or other transactions pursuant
thereto) entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business with an officer, employee
or director and any transactions pursuant to stock option plans, stock
ownership plans and employee benefit plans or arrangements;
	 
	 	     (2) transactions between or among the Company and/or its Restricted
Subsidiaries (including any Person that becomes a Restricted Subsidiary
as a result of any such transaction);



66






 






		
	 	     (3) transactions with a Person that is an Affiliate of the Company
solely because the Company owns an Equity Interest in, or controls, such
Person;
	 
	 	     (4) payment of reasonable fees to directors;
	 
	 	     (5) sales of Equity Interests (other than Disqualified Stock) to
Affiliates of the Company;
	 
	 	     (6) Restricted Payments that are permitted by Section 4.07 hereof;
	 
	 	     (7) loans, advances or extensions of credit (including indemnity
arrangements) to employees, directors or consultants in the ordinary
course of business;
	 
	 	     (8) transactions between a Receivables Subsidiary and any Person in
which the Receivables Subsidiary has an Investment or any other
transactions in connection with a Receivables Program of the Company or a
Restricted Subsidiary; and
	 
	 	     (9) transactions pursuant to or contemplated by any agreement of the
Company or any Restricted Subsidiary as in effect as of the date of this
Indenture or any amendment thereto or any replacement agreement so long
as any such amendment or replacement agreement, taken as a whole, is not
materially more disadvantageous to the Holders than the original
agreement as in effect on the date of this Indenture.




Section 4.12 Liens.


     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly create, incur, assume or suffer to
exist any Lien securing Indebtedness or Attributable Debt (other than Permitted
Liens) on any asset now owned or hereafter acquired, or upon any income or
profits therefrom or assign any rights to receive income therefrom unless all
payments due under this Indenture and the Notes are secured on an equal and
ratable basis with (or prior to) the obligations so secured until such time as
such obligations are no longer secured by a Lien.



Section 4.13 Business Activities.


     The Company shall not, and shall not permit any Restricted Subsidiary to,
engage in any business other than a Permitted Business, except to such extent
as would not be material to the Company and its Restricted Subsidiaries taken
as a whole.



Section 4.14 Corporate Existence.


     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:



		
	 	     (1) its corporate existence, and the corporate, partnership or other
existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time
to time) of the Company or any such Restricted Subsidiary; and
	 
	 	     (2) the rights (charter and statutory), licenses and franchises of
the Company and its Restricted Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries, if the Board of Directors shall determine that
the preservation thereof is



67






 





		
	 	no longer desirable in the conduct of the business of the Company
and its Restricted Subsidiaries, taken as a whole.




Section 4.15 Offer to Repurchase Upon Change of Control.


(a)  Upon the occurrence at any time of a Change of Control, unless the Company
has exercised its right to redeem the Notes as described in Section 3.07
hereof, the Company will be required to make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an
integral multiple of $1,000, or to €1,000 or an integral multiple of €1,000, as
the case may be) of each Holder’s Notes at a repurchase price in cash equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Special Interest, if any, on the Notes repurchased to the date of purchase
(the “Change of Control Payment”). Within 30 days following any Change of
Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating:



		
	 	     (1) that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes tendered will be accepted for payment;
	 
	 	     (2) the purchase price and the purchase date, which shall be no
earlier than 30 days and no later than 60 days from the date such notice
is mailed (the “Change of Control Payment Date”);
	 
	 	     (3) that any Note not tendered will continue to accrue interest;
	 
	 	     (4) that, unless the Company defaults in the payment of the Change
of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest after the Change of
Control Payment Date;
	 
	 	     (5) that Holders electing to have any Notes purchased pursuant to a
Change of Control Offer will be required to surrender the Notes, with the
form entitled “Option of Holder to Elect Purchase” attached to the Notes
completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the
Change of Control Payment Date;
	 
	 	     (6) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram,
telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and
	 
	 	     (7) that Holders whose Notes are being purchased only in part will
be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to
$1,000 in principal amount or an integral multiple thereof, or to €1,000
in principal amount or an integral multiple thereof, as the case may be.



     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Section 4.15 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.15 by virtue of such conflict.



68










 



(b)  On the Change of Control Payment Date, the Company will, to the extent
lawful:



		
	 	     (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer;




		
	 	     (2) deposit with the relevant Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions of Notes
properly tendered; and




		
	 	     (3) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions of Notes being purchased
by the Company.



     The relevant Paying Agent will promptly mail to each Holder of Notes
properly tendered the Change of Control Payment for such Notes, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof, or of €1,000 in
principal amount or an integral multiple thereof, as the case may be.


     If, at the time of the Change of Control, any series of the Notes is
listed on the Luxembourg Stock Exchange and if required by the rules of the
Luxembourg Stock Exchange, notice will be published in Luxembourg as set forth
in Section 3.03 hereof.


     The Company will publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.
If any series of the Notes is listed on the Luxembourg Stock Exchange and if
required by the rules of the Luxembourg Stock Exchange notice will be published
in Luxembourg as set forth in Section 3.03 hereof.


(c)  Notwithstanding anything to the contrary in this Section 4.15, the Company
will not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section
4.15 and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.



Section 4.16 Limitation on Sale and Leaseback Transactions.


     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that
the Company or any Restricted Subsidiary may enter into a Sale and Leaseback
Transaction if:



		
	 	     (1) after giving effect to the incurrence of the Attributable Debt
relating to such Sale and Leaseback Transaction, the Company or that
Restricted Subsidiary, as applicable, could have incurred at least €1.00
in additional Indebtedness under Section 4.09(b)(4) hereof;




		
	 	     (2) the gross cash proceeds of that Sale and Leaseback Transaction
are at least equal to the fair market value of the property that is the
subject of the Sale and Leaseback Transaction, as determined in good
faith (a) in the case of a Sale and Leaseback Transaction valued at €40
million or less, by a senior financial officer of the Company and set
forth in an Officers’ Certificate delivered to the Trustee, and (b) in
the case of a Sale and Leaseback Transaction valued at more than €40
million, by the Board of Directors and set forth in an Officers’
Certificate delivered to the Trustee; and



69






 






		
	 	     (3) the transfer of assets in that Sale and Leaseback Transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with, Section 4.10 hereof.




Section 4.17 Payments for Consent.


     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid to all Holders of the Notes and is paid to all holders of the Notes
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.



Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.


     The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments
owned by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
Section 4.07(a) hereof or Permitted Investments, as determined by the Company.
That designation will only be permitted if the Investment would be permitted at
that time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.



Section 4.19 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries


     The Company will not permit any Restricted Subsidiary to guarantee any
Indebtedness of the Company or another Restricted Subsidiary unless:



		
	 	     (1) such Restricted Subsidiary simultaneously executes and delivers
a supplemental indenture to this Indenture providing for a guarantee by
it of payment of the Notes; provided that:




		
	 	     (A) if the Indebtedness is pari passu in right of payment to
the Notes, any such guarantee of such Restricted Subsidiary with
respect to such Indebtedness shall rank pari passu in right of
payment to its guarantee of the Notes; and




		
	 	     (B) if the Indebtedness is subordinated in right of payment to
the Notes, any such guarantee of such Restricted Subsidiary with
respect to such Indebtedness shall be subordinated in right of
payment to the guarantee of the Notes substantially to the same
extent as such Indebtedness is subordinated in right of payment to
the Notes;




		
	 	     (2) such Restricted Subsidiary waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the
Company or any other Restricted Subsidiary as a result of any payment by
such Restricted Subsidiary under its guarantee; and




		
	 	     (3) such Restricted Subsidiary shall deliver to the Trustee an
Opinion of Counsel to the effect that:




		
	 	     (A) such guarantee has been duly executed and authorized; and



70






 








		
	 	     (B) such guarantee constitutes a valid, binding and
enforceable obligation of such Restricted Subsidiary, except
insofar as enforcement thereof may be limited by insolvency,
bankruptcy, liquidation, reorganization, administration,
moratorium, receivership or similar laws (including all laws
relating to fraudulent transfers) and except insofar as enforcement
thereof is subject to general principles of equity;



          except, in each case, for



		
	 	     (A) guarantees by a Restricted Subsidiary to the extent
required under any Existing Credit Facility as in effect at the
date of this Indenture;




		
	 	     (B) guarantees by a Restricted Subsidiary of Indebtedness
incurred under (i) clause (1) (A), (B) or (C) of Section 4.09(b)
hereof or (ii) the Multicurrency Revolving Credit Facility;




		
	 	     (C) guarantees by a Restricted Subsidiary under any Permitted
Refinancing Indebtedness refinancing any Existing Indebtedness, to
the extent such Restricted Subsidiary provided a guarantee in
respect of the Existing Indebtedness being refinanced; and




		
	 	     (D) guarantees by a Restricted Subsidiary of Acquired Debt
that is incurred under Section 4.09(a) hereof to the extent
existing under, or required under the terms of, such Acquired Debt;
provided that the guarantee or any requirement to provide such
guarantees was in existence prior to the contemplation of the
merger, consolidation or acquisition that resulted in the
incurrence of such Acquired Debt; and




		
	 	     (E) guarantees by a Restricted Subsidiary of Indebtedness of
any Subsidiary of such Restricted Subsidiary.



     Notwithstanding the foregoing and the other provisions of this Indenture,
any guarantee by a Restricted Subsidiary of the Notes shall provide by its
terms that it shall be automatically and unconditionally released and
discharged:



		
	 	     (1) upon the unconditional release or discharge of the guarantee by
such Restricted Subsidiary which resulted in the creation of such
guarantee, except a discharge or release by or as a result of payment
under such guarantee;




		
	 	     (2) upon the full and final payment of all amounts payable by the
Company under this Indenture and the Notes;




		
	 	     (3) subject to Section 5.01 hereof, if all of the Voting Stock of a
Subsidiary guarantor (or any company holding, directly or indirectly, all
the Voting Stock of such guarantor) is sold or otherwise disposed of (and
any proceeds therefrom are applied) to a person which is not an Affiliate
in compliance with Section 4.10 hereof;




		
	 	     (4) upon the Legal Defeasance or discharge of the Notes in
accordance with Section 8.04 hereof.




		
	 	     (5) upon the designation, in accordance with this Indenture, of the
Subsidiary guarantor as an Unrestricted Subsidiary.



71






 








Section 4.20 Anti Layering


     The Company will not, directly or indirectly, incur any Indebtedness
(including Acquired Indebtedness) which is subordinated in right of payment to
any other Indebtedness of the Company unless such Indebtedness is subordinated
at least to the same extent to the Notes; provided, however that (i) no
Indebtedness of the Company shall be deemed to be subordinated in right of
payment to other Indebtedness of the Company solely by virtue of being
unsecured, and (ii) the Company shall be entitled to subordinate, through
intercreditor arrangements or otherwise, senior secured bank debt to other
senior secured bank debt.



Section 4.21 Changes in Covenants when Notes Rated Investment Grade


     If, on any date following the date of this Indenture, the Notes have an
Investment Grade Rating from both of the Rating Agencies and no Default or
Event of Default has occurred and is continuing (a “Fall Away
Event”) then,
beginning on that day and continuing at all times thereafter regardless of any
subsequent changes in the rating of those Notes, Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.13, 4.15, 4.19, 4.20, clauses (1) and (3) of Section 4.16 and
Section 5.01(a)(4) hereof will no longer be applicable to the Notes.



ARTICLE 5.

SUCCESSORS



Section 5.01 Merger, Consolidation, or Sale of Assets.


(a)  The Company shall not, directly or indirectly: (i) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (ii) sell, assign, transfer, convey, lease or otherwise
dispose of all or substantially all of the properties or assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person; unless:



		
	 	     (1) either:




		
	 	     (A) the Company is the surviving corporation; or




		
	 	     (B) the Person formed by or surviving any such consolidation
or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance, lease or other disposition has
been made is a corporation organized and existing under the laws of
a member state of the European Union (as it exists on the date of
this Indenture), the United States, any state thereof or the
District of Columbia.




		
	 	     (2) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance, lease or other disposition shall have
been made assumes all the obligations of the Company under the Notes,
this Indenture and the Registration Rights Agreement pursuant to
agreements reasonably satisfactory to the Trustee;




		
	 	     (3) immediately after such transaction, no Default or Event of

Default exists; and




		
	 	     (4) either (i) the Company or the Person formed by or surviving any
such consolidation or merger (if other than the Company), or to which
such sale, assignment, transfer, conveyance, lease or other disposition
has been made (the “Successor Company”) will, on the date of such
transaction after giving pro forma effect thereto and any related
financing



72






 





		
	 	transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least €1.00 of
additional Indebtedness pursuant to Section 4.09(a) hereof or (ii) giving
such pro forma effect to any such transaction, the Fixed Charge Coverage
Ratio of the Successor Company would exceed the Fixed Charge Coverage
Ratio of the Company immediately prior to giving effect to such
transaction.



(b)  Notwithstanding Section 5.01(a)(4) hereof, if any Restricted Subsidiary
consolidates with, merges into or transfers all or part of its properties and
assets to the Company or to any other Restricted Subsidiary of the Company,
then no violation of this Section 5.01 shall be deemed to have occurred, as
long as the requirements of clauses (1), (2) and (3) of Section 5.01(a) are
satisfied.



Section 5.02 Successor Corporation Substituted.


     Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
assets of the Company in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Company” shall refer instead to
the successor corporation and not to the Company), 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; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof.



ARTICLE 6.

DEFAULTS AND REMEDIES




Section 6.01 Events of Default.


(a)  Each of the following is an “Event of Default”:



		
	 	     (1) the Company defaults for 30 days in the payment when due of
interest on, or Special Interest with respect to, the Notes;




		
	 	     (2) the Company defaults in the payment when due (at maturity, upon
redemption or otherwise) of the principal of, or premium, if any, on the
Notes;




		
	 	     (3) the Company or any of its Restricted Subsidiaries fails to
comply with the provisions of Section 4.10, 4.15 or 5.01 hereof;




		
	 	     (4) the Company or any of its Restricted Subsidiaries fails to
observe or perform any other covenant, representation, warranty or other
agreement in this Indenture 60 days after receipt of notice to the
Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes outstanding;




		
	 	     (5) a default occurs 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 or any of
its Restricted Subsidiaries (or the payment of which is



73






 





		
	 	guaranteed by the Company or any of its Restricted Subsidiaries),
whether such Indebtedness or guarantee now exists, or is created after
the date of this Indenture, if that default:




		
	 	     (A) is caused by a failure to pay principal of, or interest or
premium, if any, on such Indebtedness prior to the expiration of
the grace period provided in such Indebtedness on the date of such
default (a “Payment Default”); or




		
	 	     (B) results in the acceleration of such Indebtedness prior to
its express maturity,




		
	 	and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates €40 million or more and
has not been discharged in full or such acceleration rescinded or
annulled within 20 days of such Payment Default or acceleration;




		
	 	     (6) failure by the Company or any of its Restricted Subsidiaries to
pay final, non-appealable judgments aggregating in excess of €25 million,
which judgments are not paid, discharged or stayed for a period of 60
days; and




		
	 	     (7) the Company or any of its Significant Subsidiaries pursuant to
or within the meaning of Bankruptcy Law:




		
	 	     (A) files an application for the appointment of a conciliator
(conciliateur);




		
	 	     (B) enters into an amicable settlement (accord amiable) with
its creditors;




		
	 	     (C) is in a state of a mandatory suspension of payments
(cessation de paiements), is made the object of bankruptcy
proceedings (procédure collective ou de faillite), or agrees to a
forfeiture of assets in favor of its preferential creditors or
concludes a settlement in bankruptcy with them;




		
	 	     (D) passes a resolution for the winding-up or the dissolution
of the Company or any of its Significant Subsidiaries; or




		
	 	     (8) a court or other authority of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:




		
	 	     (A) orders the judicial liquidation (liquidation judiciaire)
of the Company or any of its Significant Subsidiaries or orders the
transfer of the whole of the Company’s business (cession totale de
l’entreprise);




		
	 	     (B) orders the dissolution or the winding-up of the Company or
any of its Significant Subsidiaries.



(b)  Upon becoming aware of any Default or Event of Default, the Company is
required to deliver to the Trustee a statement specifying such Default or Event
of Default.


74






 



Section 6.02 Acceleration.


     In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01(a) hereof, with respect to the Company or any of its Restricted
Subsidiaries, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately.


     The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest, Special Interest or premium that has
become due solely because of the acceleration) have been cured or waived.



Section 6.03 Other Remedies.


     If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment
of principal, premium and Special Interest, if any, and interest on the Notes
or to enforce the performance of any provision of the Notes or this Indenture.


     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy
is exclusive of any other remedy. All remedies are cumulative to the extent
permitted by law.



Section 6.04 Waiver of Past Defaults.


     Subject to Section 6.07 and Section 9.02 hereof, the Holders of not less
than a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive
any existing Default or Event of Default and its consequences hereunder except
a continuing Default or Event of Default in the payment of interest or the
premium and Special Interest on, or the principal of the Notes (including in
connection with an offer to purchase). Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.



Section 6.05 Control by Majority.


     Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
the Trustee believes conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or
that may involve the Trustee in personal liability; provided that the Trustee
may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.


75






 



Section 6.06 Limitation on Suits.


     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:



		
	 	     (1) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;




		
	 	     (2) the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the
remedy;




		
	 	     (3) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;




		
	 	     (4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer and, if requested, the
provision of such indemnity; and




		
	 	     (5) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
which, in the opinion of the Trustee, is inconsistent with the request.



     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.



Section 6.07 Rights of Holders of Notes to Receive Payment.


     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Special Interest,
if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.



Section 6.08 Collection Suit by Trustee.


     If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Special Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent
lawful, overdue interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.



Section 6.09 Trustee May File Proofs of Claim.


     The Trustee is authorized to file such proofs of claim and 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 the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian 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 to it for the reasonable compensation, expenses,
disbursements and


76






 




advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof. To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. 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 Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.



Section 6.10 Priorities.


     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:



		
	 	     First: to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the
costs and expenses of collection;




		
	 	     Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium and Special Interest, if any, and interest,
ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium and Special
Interest, if any and interest, respectively; and




		
	 	     Third: to the Company or to such party as a court of competent
jurisdiction shall direct.



     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.



Section 6.11 Undertaking for Costs.


     In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in principal amount of the then outstanding Notes.



ARTICLE 7.

TRUSTEE



Section 7.01 Duties of Trustee.


(a)  If an Event of Default has occurred and is continuing, the Trustee will
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs.


77






 


(b)  Except during the continuance of an Event of Default:



		
	 	     (1) the duties of the Trustee will be determined solely by the
express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no
others, 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. However, with respect to certificates or opinions
specifically required to be furnished to it hereunder, the Trustee will
examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture.



(c)  The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:



		
	 	     (1) this paragraph does not limit the effect of paragraph (b) of
this Section 7.01;




		
	 	     (2) the Trustee will not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and




		
	 	     (3) the Trustee will not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.02, 6.04 or 6.05 hereof.



(d)  Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.


(e)  No provision of this Indenture will require the Trustee to expend or risk
its own funds or incur any liability. The Trustee will be under no obligation
to exercise any of its rights and powers under this Indenture at the request of
any Holders, unless such Holders have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.


(f)  The Trustee will not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.



Section 7.02 Rights of Trustee.


(a)  The Trustee may conclusively rely upon any document (whether in original or
facsimile form) believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.


(b)  Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


78






 


(c)  The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.


(d)  The Trustee will not be liable for any action it takes or omits to take in
good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.


(e)  Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company will be sufficient if signed by
an Officer of the Company.


(f)  The Trustee will 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 unless such Holders have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction.


(g)  The Trustee will have no duty to inquire as to the Company’s performance of
the covenants in Article 4 hereof. In addition, the Trustee will not be deemed
to have knowledge of any Default or Event of Default except: (1) any Event of
Default occurring pursuant to Section 6.01(a)(1) or 6.01(a)(2) hereof; or (2)
any Default or Event of Default of which a Responsible Officer of the Trustee
has received written notification or obtained actual knowledge.


(h)  The Trustee is not required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture.


(i)  In the event the Trustee receives inconsistent or conflicting requests and
indemnity from two or more groups of Holders of Notes, each representing less
than a majority in aggregate principal amount of the Notes then outstanding,
pursuant to the provisions of this Indenture, the Trustee, in its sole
discretion, may determine what action, if any, will be taken.


(j)  The permissive right of the Trustee to take the actions permitted by this
Indenture will not be construed as an obligation or duty to do so.


(k)  Delivery of reports, information and documents to the Trustee under Section
4.03 is for informational purposes only and the Trustee’s receipt of the
foregoing will not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company’s compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


(l)  The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and will be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act
hereunder.


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



Section 7.03 Individual Rights of Trustee.


     The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would


79






 




have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee or resign. Any
Paying Agent or Registrar may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.



Section 7.04 Trustee’s Disclaimer.


     The Trustee shall not be accountable for the Company’s use of the proceeds
from the Notes or any money paid to the Company or upon the Company’s direction
under any provision of this Indenture, it will not be responsible for the use
or application of any money received by any Paying Agent other than the
Trustee, and it will not be responsible for any statement or recital herein or
any statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than its certificate of
authentication.



Section 7.05 Notice of Defaults.


     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or Special
Interest, if any, or interest on any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of
the Notes.



Section 7.06 Reports by Trustee to Holders of the Notes.


(a)  Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA § 313(a) (but if no event described in
TIA § 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also will comply with TIA §
313(b)(2). The Trustee will also transmit by mail all reports as required by
TIA § 313(c).


(b)  A copy of each report at the time of its mailing to the Holders of Notes
will be mailed by the Trustee to the Company and filed by the Trustee with the
SEC and each stock exchange on which the Notes are listed in accordance with
TIA § 313(d). The Company will promptly notify the Trustee when the Notes are
listed on any stock exchange or delisted therefrom.



Section 7.07 Compensation and Indemnity.


(a)  The Company will pay to the Trustee from time to time such compensation for
its acceptance of this Indenture and services hereunder as the Company and the
Trustee shall from time to time agree in writing. The Trustee’s compensation
will not be limited by any law on compensation of a trustee of an express
trust. The Company will reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses will include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.


(b)  The Company will indemnify the Trustee against any and all losses, claims,
damages, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the
Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the


80






 




Company, or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee
will notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company will not relieve the Company of
its obligations hereunder. At the Trustee’s sole discretion, the Company will
defend the claim and the Trustee will provide reasonable cooperation and may
participate at the Company’s expense in the defense. Alternatively, the
Trustee may at its option have separate counsel of its own choosing and the
Company will pay the reasonable fees and expenses of such counsel; provided
that the Company will not be required to pay such fees and expenses if it
assumes the Trustee’s defense, there is, in the reasonable opinion of the
Trustee, no conflict of interest between the Company and the Trustee in
connection with such defense as reasonably determined by the Trustee and no
Default or Event of Default has occurred and is continuing. The Company need
not pay for any settlement made without its written consent, which consent
shall not be unreasonably withheld. The Company need not reimburse any expense
or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.


(c)  The obligations of the Company under this Section 7.07 and any lien arising
hereunder will survive the resignation or removal of the Trustee, the discharge
of the Company’s obligations pursuant to Article 10 or the termination of this
Indenture.


(d)  To secure the Company’s payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture.


(e)  When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(a)(7) or (8) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.


(f)  The Trustee will comply with the provisions of TIA § 313(b)(2) to the
extent applicable.



Section 7.08 Replacement of Trustee.


(a)  A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.


(b)  The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:



		
	 	     (1) the Trustee fails to comply with Section 7.10 hereof;




		
	 	     (2) the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy
Law;




		
	 	     (3) a custodian or public officer takes charge of the Trustee or its
property; or




		
	 	     (4) the Trustee becomes incapable of acting.



81






 







(c)  If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.


(d)  If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee.


(e)  If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


(f)  A successor Trustee will deliver a written acceptance of its appointment to
the retiring Trustee and to the Company. Thereupon, the resignation or removal
of the retiring Trustee will become effective, and the successor Trustee will
have all the rights, powers and duties of the Trustee under this Indenture.
The successor Trustee will mail a notice of its succession to Holders. The
retiring Trustee will promptly transfer all property held by it as Trustee to
the successor Trustee, provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company’s obligations under Section 7.07 hereof will continue for the benefit
of the retiring Trustee.



Section 7.09 Successor Trustee by Merger, etc.


     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee.



Section 7.10 Eligibility; Disqualification.


     There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States or of any
state thereof that is authorized under such laws to exercise corporate trustee
power, that is subject to supervision or examination by U.S. federal or state
authorities and that has a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.


     This Indenture will always have a Trustee who satisfies the requirements
of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).



Section 7.11 Preferential Collection of Claims Against Company.


     The Trustee is subject to TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated therein.


82






 



ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE



Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.


     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.



Section 8.02 Legal Defeasance and Discharge.


     Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company will, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company will
be deemed to have paid and discharged the entire Indebtedness represented by
the outstanding Notes, which will thereafter be deemed to be “outstanding” only
for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in clauses (1) and (2) below, and to have satisfied all
its other obligations under such Notes, and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which will survive
until otherwise terminated or discharged hereunder:



		
	 	     (1) the rights of Holders of outstanding Notes to receive payments
in respect of the principal of, or interest or premium and Special
Interest, if any, on such Notes when such payments are due from the trust
referred to in Section 8.04 hereof;




		
	 	     (2) the Company’s obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for
payment and money for security payments held in trust;




		
	 	     (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s obligations in connection therewith; and




		
	 	     (4) this Article 8.



     Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.



Section 8.03 Covenant Defeasance.


     Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company will, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from each of
its obligations under the covenants contained in Sections 4.03, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18, 4.19, 4.20 and Section
5.01(a)(4) hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes will not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding


83






 




Notes, the Company may omit to comply with and will have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
will not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
will be unaffected thereby. In addition, upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(a)(3) through 6.01(a)(6) and Section 6.01(a)(8) (as it relates to
Significant Subsidiaries) hereof will not constitute Events of Default.



Section 8.04 Conditions to Legal or Covenant Defeasance.


     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:



		
	 	     (1) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in U.S. dollars in the case of
Dollar Notes, cash in euros in the case of Euro Notes, non-callable
Government Securities, or a combination thereof, in such amounts as will
be sufficient, in the opinion of an internationally recognized firm of
independent public accountants, to pay the principal of, premium and
Special Interest, if any, and interest on the outstanding Notes on the
stated date for payment thereof or on the applicable redemption date, as
the case may be, and the Company must specify whether the Notes are being
defeased to maturity or to a particular redemption date;




		
	 	     (2) in the case of an election under Section 8.02 hereof, the
Company has delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that:




		
	 	     (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling; or




		
	 	     (B) since the date of this Indenture, there has been a change
in the applicable U.S. federal income tax law,




		
	 	in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such Legal Defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal
Defeasance had not occurred;




		
	 	     (3) in the case of an election under Section 8.03 hereof, the
Company must deliver to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders
of the outstanding Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Covenant Defeasance and
will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;




		
	 	     (4) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such
deposit);



84






 








		
	 	     (5) such Legal Defeasance or Covenant Defeasance will not result in
a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company
or any of its Restricted Subsidiaries is a party or by which the Company
or any of its Restricted Subsidiaries is bound;




		
	 	     (6) the Company must deliver to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Notes being defeased over the other creditors
of the Company with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others; and




		
	 	     (7) the Company must deliver to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent
provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.




Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
“Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Special Interest, if
any, and interest, but such money need not be segregated from other funds
except to the extent required by law.


     The Company will pay and indemnify the Trustee against any Taxes imposed
or levied on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest
received in respect thereof other than any such Taxes which by law is for the
account of the Holders of the outstanding Notes.


     Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of an internationally recognized
firm of independent public accountants, expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.



Section 8.06 Repayment to Company.


     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium or Special
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Special Interest, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, will
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 published once, in the New York Times and The Financial
Times, notice that such money remains unclaimed and that, after a date
specified therein, which will not


85






 




be less than 30 days from the date of such notification or publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.



Section 8.07 Reinstatement.


     If the Trustee or Paying Agent is unable to apply any U.S. dollars, euros
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the Notes
will be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium or Special Interest, if any, or interest on
any Note following the reinstatement of its obligations, the Company will be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.



ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER



Section 9.01 Without Consent of Holders of Notes.


     Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder of a Note:



		
	 	     (1) to cure any ambiguity, defect, omission or inconsistency;




		
	 	     (2) to provide for uncertificated Notes in addition to or in place
of certificated Notes or to alter the provisions of Article 2 hereof
(including the related definitions) in a manner that does not materially
adversely affect any Holder;




		
	 	     (3) to provide for the assumption of the Company’s obligations to
the Holders of the Notes by a successor to the Company pursuant to
Article 5 hereof;




		
	 	     (4) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect in
any material respect the legal rights under this Indenture of any Holder
of the Notes;




		
	 	     (5) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA;




		
	 	     (6) to provide for the issuance of Additional Notes in accordance
with the limitations set forth in this Indenture as of the date hereof;
or




		
	 	     (7) to add guarantors or guarantees with respect to the Notes or to
grant Liens in favor of the Notes.



     Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee will join with the Company in the execution of
any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained,


86






 




but the Trustee will not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.



Section 9.02 With Consent of Holders of Notes.


     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Sections
3.09, 4.10 and 4.15 hereof) and the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes) and, subject to this Indenture
and the Notes, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium or Special
Interest, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes); provided, however, that if any
amendment, waiver or other modification would only affect the Dollar Notes or
Euro Notes, only the consent of the Holders of at least a majority in principal
amount of the then outstanding notes of the affected series (and not the
consent of the Holders of any other series of Notes) shall be required.
Section 2.08 hereof shall determine which Notes are considered to be
“outstanding” for purposes of this Section 9.02.


     Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the Trustee
will join with the Company in the execution of such amended or supplemental
Indenture unless such amended or supplemental Indenture directly affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but will not be obligated to,
enter into such amended or supplemental Indenture.


     It is not be necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it is sufficient if such consent approves the substance thereof.


     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of
a majority in aggregate principal amount of the Notes then outstanding may
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Notes. However, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may not (with respect
to any Notes held by a non-consenting Holder):



		
	 	     (1) reduce the principal amount of Notes whose Holders must consent
to an amendment, supplement or waiver;




		
	 	     (2) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of
the Notes except as provided above with respect to Sections 3.09, 4.10
and 4.15 hereof;



87






 






		
	 	     (3) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;




		
	 	     (4) waive a Default or Event of Default in the payment of principal
of or premium or Special Interest, if any, or interest on the Notes
(except a rescission of acceleration of the Notes by the Holders of at
least a majority in aggregate principal amount of the then outstanding
Notes and a waiver of the payment default that resulted from such
acceleration);




		
	 	     (5) make any Note payable in money other than that stated in the
Notes;




		
	 	     (6) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, or interest or premium or Special Interest, if
any, on the Notes;




		
	 	     (7) change the ranking of the Notes; or




		
	 	     (8) make any change in Section 6.04 or 6.07 hereof or in the
foregoing amendment and waiver provisions in this Section 9.02.




Section 9.03 Compliance with Trust Indenture Act.


     Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.



Section 9.04 Revocation and Effect of Consents.


     Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment
becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.



Section 9.05 Notation on or Exchange of Notes.


     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.


     Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.



Section 9.06 Trustee to Sign Amendments, etc.


     The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The
Company may not sign an amendment or supplemental Indenture until the Board of
Directors approves it. In executing any amended or supplemental indenture, the
Trustee will be provided with and (subject to Section 7.01 hereof) will be
fully protected in relying upon, in addition


88






 




to the documents required by Section 11.04 hereof, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental Indenture is authorized or permitted by this Indenture.



ARTICLE 10.

SATISFACTION AND DISCHARGE



Section 10.01 Satisfaction and Discharge.


     This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:



		
	 	     (1) either:




		
	 	          (a) all the Notes that have been authenticated (except lost, stolen
or destroyed Notes that have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust and thereafter
repaid to the Company in accordance with this Indenture) have been
delivered to the Trustee for cancellation; or




		
	 	          (b) all the Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the making of a
notice of redemption or otherwise or will become due and payable within
one year and the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit
of the Holders, cash in U.S. dollars in the case of Notes denominated in
U.S. dollars, or euros in the case of Notes denominated in euros,
non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient without consideration of any reinvestment
of interest, to pay and discharge the entire indebtedness on the Notes
not delivered to the Trustee for cancellation for principal, premium and
Special Interest, if any, and accrued interest to the date of maturity or
redemption;




		
	 	     (2) no Default or Event of Default has occurred and is continuing on
the date of such deposit or will occur as a result of such deposit and
such deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Company is a party or by
which the Company is bound;




		
	 	     (3) the Company has paid or caused to be paid all sums payable by it
under this Indenture; and




		
	 	     (4) the Company has delivered irrevocable instructions to the
Trustee under this Indenture to apply the deposited money toward the
payment of the Notes at maturity or the redemption date, as the case may
be.



     In addition, the Company must deliver an Officers’ Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.


     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the provisions of Section 10.02 and Section 8.06 will survive.
In addition, nothing in this Section 10.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.


89






 



Section 10.02 Application of Trust Money.


     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 10.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes 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.


     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 10.01 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 10.01; provided that if
the Company has made any payment of principal of, premium, if any, or interest
on any Notes because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying
Agent.



ARTICLE 11.

MISCELLANEOUS



Section 11.01 Trust Indenture Act Controls.


     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA § 318(c), the imposed duties will control.



Section 11.02 Notices.


     Any notice or communication by the Company or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others’ address:



		
	 	If to the Company:
	 
	 	Vivendi Universal S.A.

42 avenue de Friedland

75008 Paris

France

Telecopier No. +33 6 1104 3118

Attention: Corporate Secretary



90






 






		
	 	With a copy to:
	 
	 	Cravath, Swaine & Moore LLP

CityPoint

One Ropemaker Street

London EC2Y 9HR

United Kingdom

Telecopier No. +44 20 7860 1150

Attention: W. P. Rogers, Jr.
	 
	 	If to the Trustee:
	 
	 	The Bank of New York

101 Barclay Street, Floor 21W

New York, New York 10286

United States

Telecopier No. +1 212 815 5802

Attention: Corporate Trust Administration
	 
	 	with a copy to:
	 
	 	The Bank of New York

One Canada Square

London E14 5AL


United Kingdom

Telecopier No. +44 20 7964 6399

Attention: Corporate Trust Administration



     The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.


     In addition, notices to the Holders of the applicable series of Euro Notes
shall be given by publishing such notices, as long as such series of Euro Notes
are listed on the Luxembourg Stock Exchange and the rules of such Exchange so
require, in a leading daily newspaper of general circulation in Luxembourg.


     All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.


     Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication will also be so mailed to
any Person described in TIA § 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.


     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives
it.


91






 


     If the Company mails a notice or communication to Holders, it will mail a
copy to the Trustee and each Agent at the same time.



Section 11.03 Communication by Holders of Notes with Other Holders of Notes.


     Holders may communicate pursuant to TIA § 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c).



Section 11.04 Certificate and Opinion as to Conditions Precedent.


     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:



		
	 	     (1) an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth
in Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been satisfied; and




		
	 	     (2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth
in Section 11.05 hereof) stating that, in the opinion of such counsel,
all such conditions precedent and covenants have been satisfied.




Section 11.05 Statements Required in Certificate or Opinion.


     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e)
and must include:



		
	 	     (1) a statement that the Person making such certificate or opinion
has read such covenant or condition;




		
	 	     (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 such Person, he or she has
made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or
condition has been satisfied; and




		
	 	     (4) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.




Section 11.06 Rules by Trustee and Agents.


     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.



Section 11.07 No Personal Liability of Directors, Officers, Employees and Stockholders.


     No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, will have any liability for any
obligations of the Company under the Notes or this Indenture, or for any claim
based on, in respect of, or by reason of, such obligations or their creation.


92






 


     Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance
of the Notes. The waiver may not be effective to waive liabilities under U.S.
federal securities laws.



Section 11.08 Governing Law.


     THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



Section 11.09 No Adverse Interpretation of Other Agreements.


     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.



Section 11.10 Successors.


     All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors.



Section 11.11 Severability.


     In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.



Section 11.12 Counterpart Originals.


     The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same
agreement.



Section 11.13 Table of Contents, Headings, etc.


     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way
modify or restrict any of the terms or provisions hereof.



Section 11.14 Submission to Jurisdiction; Appointment of Agent.


     The Company irrevocably submits to the non-exclusive jurisdiction of any
New York state or U.S. federal court located in the Borough of Manhattan in the
City and State of New York over any suit, action or proceeding arising out of
or relating to this Indenture. The Company irrevocably waives, to the fullest
extent permitted by law, any objection which it may have, pursuant to New York
law or otherwise, to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit, action or
proceeding brought in such a court has been brought in any inconvenient forum.
In furtherance of the foregoing, the Company hereby irrevocably designates and
appoints Vivendi Universal US Holding Co., 800 Third Avenue, Fifth Floor, New
York, New York, 10022, United States, as its agent to receive service of all
process brought against it with respect to any such suit, action or proceeding
in any such court in the City and State of New York, such service being hereby
acknowledged by it to be effective and binding service in every respect.
Copies of any such process so served shall also


93






 




be given to the Company in accordance with Section 3.01 hereof, but the
failure of the Company to receive such copies shall not affect in any way the
service of such process as aforesaid.


     Nothing in this Section shall limit the right of the Trustee or any Holder
to bring proceedings against the Company in the courts of any other
jurisdiction or to serve process in any other manner permitted by law.


[Signatures on following page]


94






 


SIGNATURES



Dated as of July 10, 2003



	 	 	 
	 	
VIVENDI UNIVERSAL S.A.
	 
	 	
By: /s/ Dominique Gibert
	 	 	

	 	 	
Name: Dominique Gibert
	 	 	
Title:   Deputy Chief Financial Officer
	 	 	 
	 
	 	
THE BANK OF NEW YORK

As Trustee
	 
	 	
By: /s/ Paul Pereira
	 	 	

	 	 	
Name: Paul Pereira
	 	 	
Title:   Assistant Vice President



95






 




EXHIBIT A



[Face of Note]


CUSIP/ISIN ____________



6.25% Senior Notes due 2008

	No. ________	[$______ /€
_______ ]




VIVENDI UNIVERSAL S.A.


promises to pay to [CEDE & CO.]/[THE BANK OF NEW YORK DEPOSITORY (NOMINEES)
LIMITED]


or registered assigns,


the principal sum of _______________________________________________________________________________


U.S. Dollars/Euros on July 15, 2008.


Interest Payment Dates: January 15 and July 15


Record Dates: January 1 and July 1


Dated: July 10, 2003


A-1






 



	 	 	 
	 	
VIVENDI UNIVERSAL S.A.
	 
	 	
By: _________________________________
	 	 	
Name:
	 	 	
Title:



This is one of the 6.25% Senior Notes due 2008

referred to in the within-mentioned Indenture:


THE BANK OF NEW YORK,

as Trustee


By: _____________________________

           Authorized Signatory

Date of authentication: [________]


A-2






 


[Back of Note]


6.25% Senior Notes due 2008


[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]


[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]


     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.



		
	 	     (1) INTEREST. Vivendi Universal S.A., a French socíeté anonyme (the
“Company”), promises to pay interest on the principal amount of this Note
at 6.25% per annum from July 10, 2003 until maturity and shall pay the
Special Interest, if any, payable pursuant to the Registration Rights
Agreement referred to below. The Company will pay interest and Special
Interest, if any, semi-annually in arrears on January 15 and July 15 of
each year, or if any such day is not a day other than a Saturday, a
Sunday or a day on which commercial banking institutions are authorized
or required by law to close in New York City, London, England or Paris,
France (a “Business Day”), on the next succeeding Business Day (each, an
“Interest Payment Date”). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has
been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided, further, that the
first Interest Payment Date shall be January 15, 2004. The Company will
pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, and on
overdue installments of interest and Special Interest, if any (without
regard to any applicable grace periods), from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.




		
	 	     (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Special Interest, if any, to the Persons
who are registered Holders of Notes at the close of business on the
January 1 or July 1 next preceding the Interest Payment Date, even if
such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium and Special Interest, if any, and interest at
the office or agency of the Company maintained for such purpose as
provided in the Indenture, or, at the option of the Company, payment of
interest and Special Interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Special
Interest, if any, on, all Global Notes and all other Notes the Holders of
which will have provided wire transfer instructions to the Company or the
Paying Agent. Such payment will be in such coin or currency of the
United States/the European Union as at the time of payment is legal
tender for payment of public and private debts.




		
	 	     (3) PAYING
AGENT AND REGISTRAR. Initially, the Trustee will act as
Paying Agent and Registrar and The Bank of New York (Luxembourg) S.A.
will act as Paying Agent in Luxembourg. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company or
any of its Subsidiaries may act in any such capacity.



A-3






 






		
	 	     (4) INDENTURE. The Company issued the Notes under an Indenture,
dated as of July 10, 2003 (the “Indenture”), between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are
subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes
are unsecured obligations of the Company.




		
	 	     (5) OPTIONAL REDEMPTION.




		
	 	     (a) At any time prior to July 15, 2006, the Company may at its
option on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture with
the net cash proceeds of an Equity Offering at a redemption price
equal to 106.25% of the principal amount for the Notes, plus in
each case accrued and unpaid interest and Special Interest, if any,
to the redemption date; provided that the Company received at least
€50 million in gross proceeds from such Equity Offering; at least
65% in initial aggregate principal amount of the Notes issued under
the Indenture remains outstanding immediately after the occurrence
of such redemption (excluding Notes held by the Company and its
Subsidiaries); and such redemption occurs within 120 days of the
date of the closing of such Equity Offering.




		
	 	     (b) At any time, the Company may at its option redeem all or
part of the Notes upon not less than 30 nor more than 60 days’
prior notice at a redemption price equal to 100% of the principal
amount of the Notes being redeemed plus the Applicable Premium plus
accrued and unpaid interest and Special Interest, if any, to the
applicable redemption date.




		
	 	     (6) MANDATORY REDEMPTION. The Company will not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.




		
	 	     (7) REPURCHASE AT OPTION OF HOLDER.




		
	 	     (a) Upon the occurrence at any time of a Change of Control,
unless the Company has exercised its right to redeem the Notes as
described in Section 3.07 of the Indenture, the Company will be
required to make an offer (a “Change of Control Offer”) to each
Holder to repurchase all or any part ([equal to $1,000 or an
integral multiple thereof/ €1,000 or an integral multiple thereof])
of each Holder’s Notes at a repurchase price in cash equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid
interest and Special Interest, if any, on the Notes repurchased to
the date of purchase (the “Change of Control Payment”). Within 30
days following any Change of Control, the Company will mail a
notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.




		
	 	     (b) If the Company or any Restricted Subsidiary consummates
any Asset Sales, within 30 days of each date on which the aggregate
amount of Excess Proceeds exceeds €20 million, the Company will
commence an offer to all Holders of Notes (an “Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of
the principal amount thereof plus accrued and unpaid interest and
Special Interest, if any, to the date fixed for the closing of such



A-4






 





		
	 	offer in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, such funds will no longer constitute Excess
Proceeds and may be used for any purpose not otherwise prohibited
by this Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a
pro rata basis. Holders of Notes that are the subject of an offer
to purchase will receive an Asset Sale Offer from the Company prior
to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to
Elect Purchase” attached to this Note.




		
	 	     (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address.
Notes in denominations larger than [$1,000 / €1,000], may be redeemed in
part but only in whole multiples of [$1,000 / €1,000], unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for
redemption.




		
	 	     (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of [$1,000 / €1,000], and integral
multiples of [$1,000 / €1,000]. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may not
require a Holder to pay any taxes and fees, except as otherwise set forth
in the Indenture. The Company need not exchange or register the transfer
of any Note or portion of a Note selected for redemption, except for the
unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period
between a record date and the corresponding Interest Payment Date.




		
	 	     (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.




		
	 	     (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes and Additional Notes, if any, and
any existing default or compliance with any provision of the Indenture or
the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes and Additional Notes, if
any. Without the consent of any Holder of a Note, the Indenture or the
Notes may be amended or supplemented to cure any ambiguity, defect,
omission or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the
assumption of the Company’s obligations to Holders of the Notes in case
of a merger or consolidation or sale of all or substantially all of the
Company’s assets, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely
affect in any material respect the legal rights under the Indenture of
any such Holder, to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the Trust
Indenture Act or to provide for the issuance of Additional Notes in
accordance with the limitations set forth in the Indenture or to add
guarantors or guarantees with respect to the Notes or to grant Liens in
favor of the Notes.




		
	 	     (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 30 days in the payment when due of interest or Special Interest on
the Notes; (ii) default in payment when



A-5






 





		
	 	due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption (including in
connection with an offer to purchase) or otherwise, (iii) failure by the
Company or any of its Restricted Subsidiaries to comply with Section
4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any
of its Restricted Subsidiaries for 60 days after receipt of notice to the
Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding to observe or perform any
other covenant, representation, warranty or other agreement in the
Indenture; (v) a default occurs 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
or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether
such Indebtedness or guarantee now exists, or is created after the date
of the Indenture, if that default (a) is caused by a failure to pay
principal of, or interest or premium, if any, on such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness on
the date of such default (a “Payment Default”); or (b) results in the
acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has
been a Payment Default or the maturity of which has been so accelerated,
aggregates €40 million or more and has not been discharged in full or
such acceleration rescinded or annulled within 20 days of such Payment
Default or acceleration; (vi) certain final judgments for the payment of
money that remain undischarged for a period of 60 days; and (vii) certain
events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due
and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate principal amount
of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of interest or premium and
Special Interest on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming
aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.




		
	 	     (13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise
deal with the Company or its Affiliates, as if it were not the Trustee.




		
	 	     (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, will not have any
liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.



A-6






 






		
	 	     (15) AUTHENTICATION. This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.




		
	 	     (16) ABBREVIATIONS. Customary abbreviations may be used in the name
of a 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).




		
	 	     (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes
and Restricted Definitive Notes will have all the rights set forth in the
Registration Rights Agreement, dated as of July 10, 2003, among the
Company and the other parties named on the signature pages thereof or, in
the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes will have the rights set forth in one or more
registration rights agreements, if any, among the Company and the other
parties thereto, relating to rights given by the Company to the
purchasers of any Additional Notes (collectively, the “Registration
Rights Agreement”).




		
	 	     (18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.



     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:


Vivendi Universal S.A.

42 avenue de Friedland

75008 Paris

France

Attention: Corporate Secretary


A-7






 


ASSIGNMENT FORM


     To assign this Note, fill in the form below:


(I)  or (we) assign and transfer this Note to: ___________________________________________

               
               
               
               
               
                         (Insert assignee’s legal name)






(Insert assignee’s soc. sec. or tax I.D. no.)


















(Print or type assignee’s name, address and zip code)


and irrevocably appoint __________________________________________________________________

to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


Date: ___________________



	 
	Your Signature: ____________________________________
	(Sign exactly as your name appears on the face of this Note)



Signature Guarantee*: ____________________________


*     Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


A-8






 


OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:


oSection 4.10                oSection 4.15


     If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:


[$/€]____________


Date: _______________



	 
	Your Signature: ___________________________________________
	(Sign exactly as your name
appears on the face of this Note)

	 
	Tax Identification No.:
_____________________________________



Signature Guarantee*: ______________________


*     Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


A-9






 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:



	 
	 	 	 	 	 	 	 	 	Principal Amount	 	 	Signature of
	 	 	Amount of decrease	 	 	Amount of increase	 	 	of this Global Note	 	 	authorized officer
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	following such	 	 	of Trustee or
	 	 	of	 	 	of	 	 	decrease	 	 	(Custodian)(Common
	Date of Exchange	 	this Global Note	 	 	this Global Note	 	 	(or increase)	 	 	Depositary)
	
	 	
	 	 	
	 	 	
	 	 	





A-10






 



EXHIBIT B



FORM OF CERTIFICATE OF TRANSFER


Vivendi Universal S.A.

42 avenue de Friedland

75008 Paris

France


The Bank of New York

101 Barclay Street, Floor 21W

New York, New York 10286

United States


     Re: 6.25% Senior Notes due 2008


     Reference is hereby made to the Indenture, dated as of July 10, 2003 (the
“Indenture”), between Vivendi Universal S.A., as issuer (the “Company”), and
The Bank of New York, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


     ________________, (the “Transferor”) owns and proposes to transfer the
Note[s] or beneficial interest in such Note[s] specified in Annex A hereto, in
the principal amount of [$/€]_______________ (the “Transfer”), to
     (the “Transferee”), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:


[CHECK ALL THAT APPLY]


     1. o Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest or Definitive Note
for its own account, or for one or more accounts with respect to which such
Person exercises sole investment discretion, and such Person and each such
account is a “qualified institutional buyer” within the meaning of Rule 144A in
a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


     2. o Check if Transferee will take delivery of a beneficial interest in
the Regulation S Global Note or a Definitive Note pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the 40-day “Distribution Compliance Period” under Regulation S,
the transfer is not being made to a U.S. Person or


B-1






 




for the account or benefit of a U.S. Person (other than a “Distributor” as
defined in Rule 902 of Regulation S) and the transferred beneficial interest
will be held immediately after such Transfer through Euroclear or Clearstream.
Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


     3. o Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.


     (a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


     (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


     (c) o Check if Transfer is Pursuant to an Effective Registration
Statement. The Transfer is being effected in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act.


     (d) o Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.


     4. o Check if Transfer is to the Company or any of its Subsidiaries.
The transfer is being effected in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States.


B-2






 


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



	 	 	 	 	 
	 	 	

	 	 	[Insert Name of Transferor]
	 	 	 	 	 
	 	 	
By:	 
	 	 	 	

	 	 	 	Name:

Title:



Dated: _________________


B-3






 


ANNEX A TO CERTIFICATE OF TRANSFER



	1.	 	The Transferor owns and proposes to transfer the following:



[CHECK ONE OF (a) OR (b)]



		
	 	     (a) o a beneficial interest in the:




		
	 	     (i) o 144A Global Note (CUSIP ______________), or




		
	 	     (ii) o Regulation S Global Note (CUSIP ______________)




		
	 	     (b) o a Restricted Definitive Note.




	2.	 	After the Transfer the Transferee will hold:



[CHECK ONE]



		
	 	     (a) o a beneficial interest in the:




		
	 	     (i) o 144A Global Note (CUSIP ______________), or




		
	 	     (ii) o Regulation S Global Note (CUSIP ______________), or




		
	 	     (iii) o Unrestricted Global Note (CUSIP ______________); or




		
	 	     (b) o a Restricted Definitive Note; or




		
	 	     (c) o an Unrestricted Definitive Note,




		
	 	     in accordance with the terms of the Indenture.



B-4






 








EXHIBIT C



FORM OF CERTIFICATE OF EXCHANGE


Vivendi Universal S.A.

42 avenue de Friedland

75008 Paris

France


The Bank of New York

101 Barclay Street, Floor 21W

New York, New York 10286

United States


     Re: 6.25% Senior Notes due 2008


(CUSIP ____________)


     Reference is hereby made to the Indenture, dated as of July 10, 2003 (the
“Indenture”), between Vivendi Universal S.A., as issuer (the “Company”), and
The Bank of New York, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


     _________________, (the “Owner”) owns and proposes to exchange
the Note[s] or beneficial interest in such Note[s] specified herein, in the
principal amount of [$/€] _________________ (the “Exchange”). In connection with the
Exchange, the Owner hereby certifies that:


     1.     Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note


     (a)  o Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the
Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any
state of the United States.


     (b)  o Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive
Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.


     (c)  o Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is


C-1






 




being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.


     (d)  o Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


     2.     Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes


     (a)  o Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner’s beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act.


     (b) o Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
# 144A Global Note, # Regulation S Global Note, with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any
state of the United States. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.


C-2






 


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



	 	 	 	 	 
	 	 	

	 	 	[Insert Name of Transferor]
	 	 	 	 	 
	 	 	
By:	 
	 	 	 	

	 	 	 	Name:

Title:


Dated: __________________



C-3