<PAGE>
                                                                    Exhibit 4.11


                             Vivendi Universal S.A.

                                     Issuer

                           9.25% SENIOR NOTES DUE 2010

                           9.50% SENIOR NOTES DUE 2010


                                    INDENTURE

                            Dated as of April 8, 2003

                              The Bank of New York

                                     Trustee
<PAGE>
                             CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>
Trust Indenture                                                                 Indenture Section
Act Section
<S>                                                                             <C>
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
</TABLE>

N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

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................................................................   29
Section 2.03      Registrar and Paying Agent..................................................................   29
Section 2.04      Paying Agent to Hold Money in Trust.........................................................   30
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................................................................................   44
Section 2.12      Defaulted Interest..........................................................................   44
Section 2.13      Additional Amounts..........................................................................   44

                                   ARTICLE 3.
                REDEMPTION AND PREPAYMENT; MANDATORY CANCELLATION

Section 3.01      Notices to Trustee..........................................................................   46
Section 3.02      Selection of Notes to Be Redeemed or Purchased..............................................   47
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.........................................................................   49
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........................................   51
Section 3.11      Mandatory Cancellation......................................................................   52

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01      Payment of Notes............................................................................   53
Section 4.02      Maintenance of Office or Agency.............................................................   53
Section 4.03      Reports.....................................................................................   54
Section 4.04      Compliance Certificate......................................................................   55
Section 4.05      Taxes.......................................................................................   55
</TABLE>

                                       i
<PAGE>
<TABLE>
<CAPTION>
<S>               <C>                                                                                            <C>
Section 4.06      Stay, Extension and Usury Laws..............................................................   55
Section 4.07      Restricted Payments.........................................................................   56
Section 4.08      Dividend and Other Payment Restrictions Affecting Subsidiaries..............................   58
Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock..................................   61
Section 4.10      Asset Sales.................................................................................   66
Section 4.11      Transactions with Affiliates................................................................   68
Section 4.12      Liens.......................................................................................   69
Section 4.13      Business Activities.........................................................................   69
Section 4.14      Corporate Existence.........................................................................   69
Section 4.15      Offer to Repurchase Upon Change of Control..................................................   69
Section 4.16      Limitation on Sale and Leaseback Transactions...............................................   71
Section 4.17      Payments for Consent........................................................................   71
Section 4.18      Designation of Restricted and Unrestricted Subsidiaries.....................................   72
Section 4.19      Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.........................   72
Section 4.20      Anti Layering...............................................................................   73
Section 4.21      Escrow of Proceeds..........................................................................   74
Section 4.22      Changes in Covenants when Notes Rated Investment Grade......................................   74

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, or Sale of Assets....................................................   74
Section 5.02      Successor Corporation Substituted...........................................................   75

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default...........................................................................   75
Section 6.02      Acceleration................................................................................   77
Section 6.03      Other Remedies..............................................................................   77
Section 6.04      Waiver of Past Defaults.....................................................................   77
Section 6.05      Control by Majority.........................................................................   77
Section 6.06      Limitation on Suits.........................................................................   78
Section 6.07      Rights of Holders of Notes to Receive Payment...............................................   78
Section 6.08      Collection Suit by Trustee..................................................................   78
Section 6.09      Trustee May File Proofs of Claim............................................................   78
Section 6.10      Priorities..................................................................................   79
Section 6.11      Undertaking for Costs.......................................................................   79

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01      Duties of Trustee...........................................................................   80
Section 7.02      Rights of Trustee...........................................................................   81
Section 7.03      Individual Rights of Trustee................................................................   82
Section 7.04      Trustee's Disclaimer........................................................................   82
Section 7.05      Notice of Defaults..........................................................................   82
Section 7.06      Reports by Trustee to Holders of the Notes..................................................   82
Section 7.07      Compensation and Indemnity..................................................................   83
Section 7.08      Replacement of Trustee......................................................................   83
Section 7.09      Successor Trustee by Merger, etc............................................................   84
Section 7.10      Eligibility; Disqualification...............................................................   84
Section 7.11      Preferential Collection of Claims Against Company...........................................   85
</TABLE>
                                       ii
<PAGE>
<TABLE>
<CAPTION>
<S>               <C>                                                                                            <C>
                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance....................................   85
Section 8.02      Legal Defeasance and Discharge..............................................................   85
Section 8.03      Covenant Defeasance.........................................................................   86
Section 8.04      Conditions to Legal or Covenant Defeasance..................................................   86
Section 8.05      Deposited Money and Government Securities to be Held in
                   Trust; Other Miscellaneous Provisions......................................................   87
Section 8.06      Repayment to Company........................................................................   88
Section 8.07      Reinstatement...............................................................................   88

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.........................................................   88
Section 9.02      With Consent of Holders of Notes............................................................   89
Section 9.03      Compliance with Trust Indenture Act.........................................................   90
Section 9.04      Revocation and Effect of Consents...........................................................   90
Section 9.05      Notation on or Exchange of Notes............................................................   90
Section 9.06      Trustee to Sign Amendments, etc.............................................................   91

                                   ARTICLE 10.
                           SATISFACTION AND DISCHARGE

Section 10.01     Satisfaction and Discharge..................................................................   91
Section 10.02     Application of Trust Money..................................................................   92

                                   ARTICLE 11.
                                  MISCELLANEOUS

Section 11.01     Trust Indenture Act Controls................................................................   92
Section 11.02     Notices.....................................................................................   92
Section 11.03     Communication by Holders of Notes with Other Holders of Notes...............................   94
Section 11.04     Certificate and Opinion as to Conditions Precedent..........................................   94
Section 11.05     Statements Required in Certificate or Opinion...............................................   94
Section 11.06     Rules by Trustee and Agents.................................................................   94
Section 11.07     No Personal Liability of Directors, Officers, Employees and Stockholders....................   94
Section 11.08     Governing Law...............................................................................   95
Section 11.09     No Adverse Interpretation of Other Agreements...............................................   95
Section 11.10     Successors..................................................................................   95
Section 11.11     Severability................................................................................   95
Section 11.12     Counterpart Originals.......................................................................   95
Section 11.13     Table of Contents, Headings, etc............................................................   95
Section 11.14     Submission to Jurisdiction; Appointment of Agent............................................   95
</TABLE>
                                      iii
<PAGE>
                                    EXHIBITS
<TABLE>
<S>               <C>
Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF ESCROW AGREEMENT
</TABLE>

                                       iv
<PAGE>
         INDENTURE dated as of April 8, 2003 between Vivendi Universal S.A., a
French societe 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 9.25% Senior Notes due 2010 (the "Dollar Notes")
and the euro-denominated 9.50% Senior Notes due 2010 (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
New 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 fixed maturity
         most nearly equal to the period from such redemption


                                       1
<PAGE>
       date to April 15, 2007, 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 majority most nearly equal to April
       15, 2007; 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
<PAGE>
       (2)    the excess (to the extent positive) of:

              (a) the present value at such redemption date of (i) the
       redemption price of such Note on April 15, 2007 (such redemption price
       expressed as a percentage of principal amount) being set forth in the
       relevant table under Section 3.07 hereof plus (ii) all required interest
       payments due on such Notes to and including April 15, 2007 (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 E20 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
<PAGE>
                  (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 sixieme) 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
<PAGE>
                  (1) "Comparable German Bund Issue" means the German
         Bundesanleihe security selected by any Reference German Bund Dealer as
         having a fixed maturity most nearly equal to the period from such
         redemption date to April 15, 2007, 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 April 15, 2007; 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
<PAGE>
         "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 societe 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
<PAGE>
                  (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 societe 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
<PAGE>
         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 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;

                                       8
<PAGE>
                  (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.

         "Custodian" means

                                       9
<PAGE>
                  (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 E2,100 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 New 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 E1,000 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.


                                       10
<PAGE>
         "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.

         "Escrow Funds" has the meaning assigned thereto in the Escrow
Agreement.

         "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
<PAGE>
         "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
<PAGE>
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
<PAGE>
         "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
<PAGE>
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 E325 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
<PAGE>
         "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.

         "LineInvest Total Return Swap" means the total return swap entered into
by the Company, certain of its Restricted Subsidiaries and LineInvest Limited,
as described in Note 11.3 to the Company's consolidated financial statements
included in the Offering Circular, dated April 3, 2003, in respect of the Notes.

         "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 societe 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 E3,000 million
multicurrency revolving credit facility dated March 15, 2002, as amended on
February 6, 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 E3,000 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,

                                       16
<PAGE>
                  (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;

                  (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.

          "New Credit Facility" means the senior secured credit facility to be
entered into by the Company and certain of its subsidiaries pursuant to the term
sheet agreed by the Company and a syndicate of banks on March 17, 2003, as such
facility is thereafter amended, restated, refunded, renewed, replaced or
refinanced (including by increasing the amount borrowed thereunder) in whole or
in part from time to time.

         "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

                                       17
<PAGE>
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

                  (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;

                                       18
<PAGE>
                  (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;

                  (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;

                                       19
<PAGE>
                  (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 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 not to exceed E40 million.

         "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 or under the LineInvest Total Return Swap, in
         each case as in effect on the date of this Indenture, or (ii) granted
         in respect of such Indebtedness or the LineInvest Total Return Swap
         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;



                                       20
<PAGE>
                  (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;

                  (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 E15 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 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); provided that:

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

                  (2) such Permitted Refinancing Indebtedness has a final
         maturity date no earlier than the final maturity date of, and has a
         Weighted Average Life to Maturity equal to or greater than the Weighted
         Average Life to Maturity of, the Indebtedness being extended,
         refinanced, renewed, replaced, defeased or refunded;



                                       21
<PAGE>
                  (3) if the Indebtedness 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 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 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 its accounts receivable, including a trust,
limited liability company, special purpose entity or other similar entity.

                                       22
<PAGE>
         "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 April 8, 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.

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

                                       23
<PAGE>
         "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, 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.Sections77aaa-77bbbb) as in effect on the date on which this
Indenture is qualified under the TIA.

         "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.

                                       24
<PAGE>
         "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.

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

                                       25
<PAGE>
         "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, including payment at
         final maturity, in respect of the Indebtedness, 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.

         "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.

<TABLE>
<CAPTION>
                                                                                                Defined in
        Term                                                                                      Section
        ----                                                                                      -------
<S>                                                                                             <C>
        "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
        "Escrow Accounts"...................................................................       4.21
        "Escrow Agent"......................................................................       4.21
        "Escrow Agreement"..................................................................       4.21
        "Escrow Release Certificate"........................................................       4.21
        "Event of Default"..................................................................       6.01
        "Excess Proceeds"...................................................................       4.10
        "Fall Away Event"...................................................................       4.22
        "Final Escrow Date".................................................................       3.11
        "incur".............................................................................       4.09
        "Legal Defeasance"..................................................................       8.02
        "Liquidating Distributions" ........................................................       4.08
</TABLE>


                                       26
<PAGE>
<TABLE>
<CAPTION>
                                                                                                Defined in
        Term                                                                                      Section
        ----                                                                                      -------
<S>                                                                                             <C>
        "Offer Amount"......................................................................       3.09
        "Offer Period"......................................................................       3.09
        "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
        "Special Mandatory Cancellation"....................................................       3.11
        "Special Mandatory Cancellation Date"...............................................       3.11
        "Special Mandatory Cancellation Notice".............................................       3.11
        "Special Mandatory Cancellation Price"..............................................       3.11
        "Successor Company" ................................................................       5.01
        "Taxes".............................................................................       2.13
        "Taxing Jurisdiction"...............................................................       2.13
        "VUE Asset Sale"....................................................................       4.10
</TABLE>

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;

                                       27
<PAGE>
                  (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;

                  (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 9.25% Senior Notes due
2010 and euro-denominated 9.50% Senior Notes due 2010. 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 E1,000 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.

                                       28
<PAGE>
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.

         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 $935,000,000 in
aggregate principal amount of 9.25% Senior Notes due 2010 and E325,000,000 in
aggregate principal amount of 9.50% Senior Notes due 2010, 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.

                                       29
<PAGE>
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 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. During the period that funds
are held in escrow pursuant to Section 4.21 hereof and 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 Section 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 Section 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 that it is
         unwilling or unable to continue to act as Depositary, that it is no
         longer a clearing agency registered under the Exchange Act or that it
         is unwilling or unable to continue 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 as clearing agencies or (ii) from the
         Common Depositary that it is unwilling or unable to continue to act as
         Common Depositary, and a successor Depositary 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

                                       30
<PAGE>
                  (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 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.

                                       31
<PAGE>
         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 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


                                       32
<PAGE>
                 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.

         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


                                       33
<PAGE>
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.

                (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


                                       34
<PAGE>
                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 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.

                                       35
<PAGE>
         (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 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.

                                       36
<PAGE>
                  (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.

                  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


                                       37
<PAGE>
      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 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 consummation of the Exchange Offer, any Holder holds Initial
Notes, the Company may thereafter issue


                                       38
<PAGE>
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.

      (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


                                       39
<PAGE>
          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 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


                                       40
<PAGE>
          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, 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

                                       41
<PAGE>
          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.

          (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


                                       42
<PAGE>
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.

         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.

                                       43
<PAGE>
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.

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);

                                       44
<PAGE>
                    (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 a
          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 connection with the relevant Taxing Jurisdiction of such Holder or
          beneficial owner of such Note or any payment on such Note (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 the 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 or
          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 required to be made pursuant to any European Union Directive on the
          taxation of savings implementing the draft directive agreed upon by
          the European Council of Economic and Finance Ministers (ECOFIN) on
          January 21, 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
          that is presented for payment by or on behalf of a Holder that 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 for Holders of Notes who are resident in the European Union, and
          in the United States for Holders of Notes who are resident in the
          United States; or

                    (9) any combination of items (1) through (8) above.

                                       45
<PAGE>

      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 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; MANDATORY CANCELLATION

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


                                       46
<PAGE>
            (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.

      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 E1,000 or whole multiples of
E1,000, 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 E1,000, 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;


                                       47
<PAGE>
            (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.

      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.


                                       48
<PAGE>
Section 3.07      Optional Redemption.

      (a)   At any time prior to April 15, 2007, 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 April 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 109.25% of the principal amount for the Dollar
Notes and 109.50% of the principal amount for the Euro 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:

            (1)   The Company received at least E50 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)   On or after April 15, 2007, the Company may redeem all or a part
of the Dollar Notes, or all of a part of the Euro Notes, upon not less than
30 nor more than 60 days' prior notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and Special Interest, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period
beginning on April 15 of the years indicated below:

<TABLE>
<CAPTION>
                                               DOLLAR NOTE      EURO NOTE
                             YEAR              PERCENTAGE       PERCENTAGE
                             ----              ----------       ----------
<S>                                            <C>              <C>
                       2007.................    104.625%         104.750%
                       2008.................    102.313%         102.375%
                       2009 and thereafter..    100.000%         100.000%
</TABLE>

      (d)   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


                                       49
<PAGE>
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;

            (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 E1,000 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 E1,000 or integral
      multiples thereof, as the case may be, will be purchased); and


                                       50
<PAGE>
            (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 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 were a payment in respect of the such Notes 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


                                       51
<PAGE>
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.

Section 3.11      Mandatory Cancellation

      If (a) in accordance with the terms of the Escrow Agreement, the Escrow
Release Certificate is not delivered by the Company by 11:59 p.m. New York
City time on the date that is 120 days from the date hereof (or, if such
120th day is not a Business Day, the first Business Day after such day) (the
"Final Escrow Date") or (b) on an earlier date the Company notifies the
Escrow Agent that it reasonably believes it will not be possible for the
Company to deliver the Escrow Release Certificate by the Final Escrow Date,
upon the date that is the earlier of the Final Escrow Date and the date that
is five Business Days from the date of such notification, as the case may be,
the Company shall promptly instruct the Trustee to cancel each series of
Notes (the "Special Mandatory Cancellation") on a date that is not more than
10 Business Days after such instruction (the "Special Mandatory Cancellation
Date").  Promptly following receipt of instructions from the Company to
cancel the Notes in accordance with the previous sentence, or if no such
instructions have been received, on the Final Escrow Date, the Trustee shall
mail by first class mail notice of the Special Mandatory Cancellation (the
"Special Mandatory Cancellation Notice") to each Holder of the Notes at its
registered address, to the Escrow Agent and, 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 published in Luxembourg as
set forth in Section 3.03 hereof.

      As provided in the Escrow Agreement, upon receipt of the Special
Mandatory Cancellation Notice or, if the Escrow Agent shall not have received
an Escrow Release Certificate on or before the Final Escrow Date, on the next
following Business Day, the Escrow Agent will liquidate all Escrow Funds held
by it and the Escrow Agent will deliver such proceeds to the relevant Paying
Agent for pro rata distribution to the Holders of the Notes.  On the Special
Mandatory Cancellation Date, the Company will pay to the relevant Paying
Agent for payment to each Holder of Notes an aggregate amount equal to the
difference between (a) 101% of the aggregate principal amount of the Notes
plus interest that would have accrued on the Notes if the proceeds of the
offering of the Notes had been released to the Company on the date of
issuance of the Notes from such date to the Special Mandatory Cancellation
Date (the "Special Mandatory Cancellation Price") and (b) the proceeds from
the liquidation of the Escrow Funds, such that each holder of the Notes shall
receive the Special Mandatory Cancellation Price upon surrender and
cancellation of its Notes.

      The Special Mandatory Cancellation Notice will state:

      (1)   the Special Mandatory Cancellation Date;

      (2)   the Special Mandatory Cancellation Price;

      (3)   the name and address of the Paying Agent;

      (4)   that the Notes must be surrendered to the Paying Agent to be
cancelled to collect the Special Mandatory Cancellation Price; and

      (5)   that, unless the Company defaults on paying the portion of the
Special Mandatory Cancellation Price to be paid by it, no interest on the
Notes shall accrue on and after the Special Mandatory Cancellation Date.

                                       52
<PAGE>
      Once the Special Mandatory Cancellation Notice has been mailed, the
Notes will become irrevocably due and payable on the Special Mandatory
Cancellation Date at the Special Mandatory Cancellation Price.

      All Notes surrendered by a Holder to the Trustee for cancellation shall
be irrevocably cancelled after payment to that Holder of the Special
Mandatory Cancellation Price.

      If the Notes are not cancelled because of a failure of the Company to
pay the portion of the Special Mandatory Cancellation Price to be paid by it,
the interest will be deemed to accrue for purposes of calculation of the
Special Mandatory Cancellation Price and the Special Mandatory Cancellation
Price shall be adjusted accordingly until the date such amount is paid to the
relevant Paying Agent.

      Pending delivery of the Escrow Release Certificate, the Company will
not have and will not be deemed to have any rights, title or interest in the
Escrow Funds, and any contingent or other rights the Company may have in
respect of the Escrow Funds under the Escrow Agreement will be extinguished
with respect to the Escrow Funds that are required to be released for payment
to the Holders of the Notes in the circumstances described above.

                                   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 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,


                                       53
<PAGE>
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;
      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.


                                       54
<PAGE>
      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 Section
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.

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.


                                       55
<PAGE>
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 E1.00 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 the date of this Indenture;
                       and

                  (d)  such Restricted Payment, together with the aggregate
                       amount of all other Restricted Payments made by the
                       Company and its Restricted Subsidiaries after the date
                       of this Indenture (excluding Restricted Payments
                       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 the beginning of
            the fiscal quarter in which the Notes are issued 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


                                       56
<PAGE>
                  (B)   100% of the aggregate net cash proceeds received by
            the Company since the date of this Indenture (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 the date of this Indenture 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 the date
            of this Indenture, 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 are referred
      to in Note 11.3 to the Company's consolidated financial statements
      included in the Offering Circular, dated April 3, 2003, relating to the
      Notes.

            (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


                                       57
<PAGE>
      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 E3 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, the purchase of a
      letter of credit for the purpose of defeasing the outstanding Class A
      Preferred Stock of Vivendi Universal Entertainment LLLP in accordance
      with the VUE Partnership Agreement;

            (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 E80 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, when taken together with all other Restricted Payments made
      pursuant to this clause (10), not to exceed E15 million.

      (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 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 E40 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
E40 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.


                                       58
<PAGE>
      (b)   The restrictions in Section 4.08(a) shall not apply to
encumbrances or restrictions existing under or by reason of:

            (1)   the New 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 New Credit Facility or those agreements or instruments, provided
      that the encumbrances or restrictions contained in the New 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;

            (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:


                                       59
<PAGE>
                  (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;

            (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.


                                       60
<PAGE>
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 New Credit Facility in an aggregate
            principal amount of up to E1,000 million;

                  (B)   Tranche A of the New Credit Facility in an aggregate
            principal amount of up to E1,500 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
            Tranche A of the New 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 New Credit
            Facility, this clause (C) or clause 12 of this Section 4.09(b),
            not to exceed the Designated Amount,

            provided that prior to or concurrently with the incurrence of any
            Indebtedness under Tranche B of the New Credit Facility or under
            clause (C) above, at least E1,540 million of Existing
            Indebtedness shall have been repaid by the Company since the date
            of this Indenture (and to the extent such repayments have been
            applied to revolving credit Indebtedness, the commitments in
            respect of such Indebtedness have been correspondingly reduced);

            (2)   the incurrence by the Company and its Restricted Subsidiaries
      of the Existing Indebtedness;


                                       61
<PAGE>
            (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 E5 million or less, up to an aggregate of
            E30 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 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


                                       62
<PAGE>
      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 New 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 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


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            shareholders) of such Indebtedness must be distributed to the
            Company and used for the purpose of repaying outstanding
            Indebtedness and other Obligations of Societe d'Investissement pour
            la Telephonie 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 E300 million (any such Indebtedness
            incurred under this clause (ii) not to exceed E500 million plus E300
            million of Acquired Debt), (iii) such Indebtedness must be used to
            finance the payment of any liabilities of Cegetel or any of its
            Restricted Subsidiaries that accrue to LineInvest Limited under the
            terms of the LineInvest Total Return Swap, or (iv) any combination
            of (i), (ii) and (iii);

            (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 E300
      million and (b) by Maroc Telecom in an aggregate principal amount
      outstanding at any one time not to exceed E500 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;

            (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


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      Refinancing Indebtedness incurred to refund, refinance or replace any
      Indebtedness incurred pursuant to this clause (20), not to exceed E100
      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
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.


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<PAGE>
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 E50 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 E50 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 E3,250 million or more since the
date of this Indenture, 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.

      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 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;


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<PAGE>
            (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 E20
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 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.


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<PAGE>
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 E15 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 E40 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);

            (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;


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<PAGE>
            (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 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 E1,000 or an integral
multiple of E1,000, as the case may be) of each Holder's Notes at a
repurchase price in cash equal to 101% of the aggregate principal amount


                                       69
<PAGE>
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 E1,000 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.

      (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


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<PAGE>
            (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 E1,000 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
      E1.00 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 E40 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 E40 million, by the Board of Directors
      and set forth in an Officers' Certificate delivered to the Trustee; and

            (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


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<PAGE>
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

                  (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;


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<PAGE>
      except, in each case, for

                  (A)   guarantees by a Restricted Subsidiary to the extent
            required under any Existing Credit Facility or under the
            LineInvest Total Return Swap, in each case 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.

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


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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      Escrow of Proceeds

      At the date of this Indenture, the Trustee, the Company and The Bank of
New York, as escrow agent (the "Escrow Agent"), shall enter into an escrow
agreement (the "Escrow Agreement") substantially in the form attached as
Exhibit D hereto.  The gross proceeds from the offering of the Notes (less a
E1 or $1 initial payment in respect of each series of Notes) will be paid
into escrow accounts (the "Escrow Accounts") by the initial purchasers of the
Notes and held in the name of the Trustee on behalf of the Holders under the
terms of the Escrow Agreement.

      In accordance with the terms of the Escrow Agreement, the Escrow Funds
will be released to the Company upon delivery to the Escrow Agent and the
Trustee of a certificate of the company signed by two officers, one of whom
must be the Chief Executive Officer or Chief Financial Officer of the Company
(the "Escrow Release Certificate"), in the form attached to the Escrow
Agreement.  The Company agrees for the benefit of the Holders to comply with
the terms and conditions of the Escrow Agreement and shall use its reasonable
best efforts to satisfy the conditions precedent to availability of the New
Credit Facility, deliver the Escrow Release Certificate and receive the gross
proceeds from the offering and sale of the Notes as provided in the Escrow
Agreement, as soon as practicable following the date hereof.

Section 4.22      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


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<PAGE>
            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 transactions as if the same had occurred at the
      beginning of the applicable four-quarter period, be permitted to incur
      at least E1.00 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;


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<PAGE>
            (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
      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 E40 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 E25 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 (procedure 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:


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<PAGE>
                  (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.

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


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<PAGE>
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.

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


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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 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.


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<PAGE>
                                   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.

      (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.


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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.

      (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) or
6.01(b) 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).


                                       81
<PAGE>
      (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 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 Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted).  The Trustee
also will comply with TIA Section 313(b)(2).  The Trustee will also transmit by
mail all reports as required by TIA Section 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 Section 313(d). The Company will promptly notify the Trustee when the
Notes are listed on any stock exchange or delisted therefrom.


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<PAGE>
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 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 and the Escrow Funds.  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(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 Section 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.


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<PAGE>
      (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.

      (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.


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

Section 7.11      Preferential Collection of Claims Against Company.

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

                                   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.


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<PAGE>
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 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;


                                       86
<PAGE>
            (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);

            (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.


                                       87

<PAGE>
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 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;


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<PAGE>
            (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, 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


                                       89
<PAGE>
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;

            (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.


                                       90
<PAGE>
      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 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.


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<PAGE>
      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.

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 Section 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


                                       92
<PAGE>
      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 Section 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.


                                       93
<PAGE>
      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 Section 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 Section
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 Section 314(a)(4)) must comply with the provisions of TIA
Section 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.


                                       94
<PAGE>
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


                                       95
<PAGE>
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]


                                       96
<PAGE>
                                   SIGNATURES

Dated as of April 8, 2003




                                        VIVENDI UNIVERSAL S.A.


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








Attest:



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








                                        THE BANK OF NEW YORK

                                        As Trustee

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



                                       97
<PAGE>
                                                                       EXHIBIT A

                                 [Face of Note]
--------------------------------------------------------------------------------
                                                         CUSIP/ISIN
                                                                    ------------

                          [9.25% Senior Notes due 2010/
                          9.50% Senior Notes due 2010]

No.                                                             [$      /E     ]

                             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 April 15, 2010.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

Dated:  April 8, 2003

                                        VIVENDI UNIVERSAL S.A.


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


This is one of the [9.25%/9.50%]
Senior Notes due 2010 referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By:
   --------------------------------
        Authorized Signatory
Date of authentication: [      ]

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


                                       A-1
<PAGE>
                                 [Back of Note]
                         [9.25% Senior Notes due 2010/]
                          [9.50% Senior Notes due 2010]

[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.

                  (A) Vivendi Universal S.A., a French societe anonyme (the
            "Company"), promises to pay interest on the principal amount of this
            Note at [9.25%]/[9.50%] per annum from April 8, 2003 (subject to
            subparagraph (1)(B) below) 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 April 15 and
            October 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 October 15, 2003. 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.

                  (B) The gross proceeds of the offering and sale of the Notes
            (less $1 or E1, as appropriate) will be placed in escrow accounts as
            provided in Section (9) below. In the event the Escrow Funds are
            released to the Company as provided in such Section, on the first
            Interest Payment Date, the Company will pay interest accrued since
            the date of such release plus an amount equal to the amount of
            interest on the Notes from April 8, 2003 to the date of release of
            the Escrow Funds to the Company calculated as if all the proceeds of
            the Notes had been released to the Company on April 8, 2003.

            (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 April
      1 or October 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


                                       A-2
<PAGE>
      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.

            (4) INDENTURE. The Company issued the Notes under an Indenture dated
      as of April 8, 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 Sections 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) On or after April 15, 2007, the Company may redeem [all or a
part of the Dollar Notes/all or a part of the Euro Notes], upon not less than 30
nor more than 60 days' prior notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Special Interest, if any, on the Notes redeemed, to the applicable
redemption date, if redeemed during the twelve-month period beginning on April
15 of the years indicated below:

<TABLE>
<CAPTION>
                              DOLLAR NOTE     EURO NOTE
           YEAR                PERCENTAGE     PERCENTAGE
-------------------------      ----------     ----------
<S>                           <C>             <C>
2007......................       104.625%       104.750%
2008......................       102.313%       102.375%
2009 and thereafter.......       100.000%       100.000%
</TABLE>

            (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to April 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 [109.25% of the principal amount for the
Dollar Notes/109.50% of the principal amount for the Euro Notes], plus accrued
and unpaid interest and Special Interest, if any, to the redemption date;
provided that the Company received at least E50 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.

            (c) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to April 15, 2007, 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


                                      A-3
<PAGE>
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/ E1,000 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 E20 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 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 / E1,000], may be redeemed in part but only in
whole multiples of [$1,000 / E1,000], 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) ESCROW OF PROCEEDS; SPECIAL MANDATORY CANCELLATION.

                  (a) At the date of the Indenture, the Trustee, the Company and
      The Bank of New York, as escrow agent (the "Escrow Agent") shall enter
      into an escrow agreement (the "Escrow Agreement") substantially in the
      form attached as Exhibit D to the Indenture. The gross proceeds from the
      offering of the Notes (less a [E1 / $1] initial payment in respect of the
      [Dollar] [Euro] Notes) will be paid into escrow accounts (the "Escrow
      Accounts") by the initial purchasers of the Notes and held in the name of
      the Trustee on behalf of the Holders under the terms of the Escrow
      Agreement. In accordance with the terms of the Escrow Agreement, the
      Escrow Funds


                                      A-4
<PAGE>
      will be released to the Company upon delivery to the Escrow Agent and the
      Trustee of a certificate of the company signed by two officers, one of
      whom must be the Chief Executive Officer or Chief Financial Officer of the
      Company (the "Escrow Release Certificate"), in the form attached to the
      Escrow Agreement. The Company has agreed in the Indenture for the benefit
      of the Holders to comply with the terms and conditions of the Escrow
      Agreement and shall use its reasonable best efforts to satisfy the
      conditions precedent to availability of the New Credit Facility, deliver
      the Escrow Release Certificate and receive the gross proceeds from the
      offering and sale of the Notes as provided in the Escrow Agreement, as
      soon as practicable following the date hereof.

                  (b) If (i) in accordance with the terms of the Escrow
      Agreement, the Escrow Release Certificate is not delivered by the Company
      by 11.59 p.m. New York City time on the date that is 120 days from the
      date of the Indenture (or, if such 120th day is not a Business Day, the
      first Business Day after such day) (the "Final Escrow Date") or (ii) on an
      earlier date the Company notifies the Escrow Agent that it reasonably
      believes it will not be possible for the Company to deliver the Escrow
      Release Certificate by the Final Escrow Date, upon the date that is the
      earlier of the Final Escrow Date and the date that is five Business Days
      from the date of such notification, as the case may be, the Company shall
      promptly instruct the Trustee to cancel each series of Notes (the "Special
      Mandatory Cancellation") on a date that is not more than 10 Business Days
      after such instruction (the "Special Mandatory Cancellation Date").
      Promptly following receipt of instructions from the Company to cancel the
      Notes in accordance with the previous sentence, or if no such instructions
      have been received, on the Final Escrow Date, the Trustee shall mail by
      first class mail notice of the Special Mandatory Cancellation (the
      "Special Mandatory Cancellation Notice") to each Holder of the Notes at
      its registered address, to the Escrow Agent, and, 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 published in
      Luxembourg in a daily leading newspaper with general circulation in
      Luxembourg. As provided in the Escrow Agreement, upon receipt of the
      Special Mandatory Cancellation Notice or, if the Escrow Agent shall not
      have received an Escrow Release Certificate on or before the Final Escrow
      Date, on the next following Business Day, the Escrow Agent will liquidate
      all Escrow Funds held by it and the Escrow Agent will deliver such
      proceeds to the relevant Paying Agent for pro rata distribution to the
      Holders of the Notes. On the Special Mandatory Cancellation Date, the
      Company will pay to the relevant Paying Agent for payment to each Holder
      of Notes an aggregate amount equal to the difference between (i) 101% of
      the aggregate principal amount of the Notes plus interest that would have
      accrued on the Notes if the proceeds of the offering of the Notes had been
      released to the Company on the date of issuance of the Notes from such
      date to the Special Mandatory Cancellation Date (the "Special Mandatory
      Cancellation Price") and (ii) the proceeds from the liquidation of the
      Escrow Funds, such that each holder of the Notes shall receive the Special
      Mandatory Cancellation Price upon surrender and cancellation of its Notes.
      Once the Special Mandatory Cancellation Notice has been mailed, the Notes
      will become irrevocably due and payable on the Special Mandatory
      Cancellation Date at the Special Mandatory Cancellation Price. All Notes
      surrendered by a Holder to the Trustee for cancellation shall be
      irrevocably cancelled after payment to that Holder of the Special
      Mandatory Cancellation Price. If the Notes are not cancelled because of a
      failure of the Company to pay the portion of the Special Mandatory
      Cancellation Price to be paid by it, the interest will be deemed to accrue
      for purposes of calculation of the Special Mandatory Cancellation Price
      and the Special Mandatory Cancellation Price shall be adjusted accordingly
      until the date such amount is paid to the relevant Paying Agent. Pending
      delivery of the Escrow Release Certificate, the Company will not have and
      will not be deemed to have any rights, title or interest in the Escrow
      Funds, and any contingent or other rights the Company may have in respect
      of the Escrow Funds under the Escrow Agreement will be extinguished with
      respect to the Escrow Funds that are


                                      A-5
<PAGE>
      required to be released for payment to the Holders of the Notes in the
      circumstances described above.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of [$1,000 / E1,000], and integral
      multiples of [$1,000 / E1,000]. 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.

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

            (12) 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.

            (13) 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 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 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


                                      A-6
<PAGE>
      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 E40
      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.

            (14) 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.

            (15) 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.

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

            (17) 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).

            (18) 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 April 8, 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


                                      A-7
<PAGE>
      parties thereto, relating to rights given by the Company to the purchasers
      of any Additional Notes (collectively, the "Registration Rights
      Agreement").

            (19) 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-8
<PAGE>
                                                                       EXHIBIT A

                                 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-1
<PAGE>
                                                                       EXHIBIT A

                       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:

                  / Section 4.10         / Section 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:

                              [$/E]
                                   ---------------

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-1
<PAGE>
                                                                       EXHIBIT A

              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:

<TABLE>
<S>                    <C>                        <C>                        <C>                          <C>
                                                                               Principal Amount           Signature of authorized
                       Amount of decrease in       Amount of increase in      of this Global Note          officer of Trustee or
                        Principal Amount of        Principal Amount of       following such decrease         [Custodian][Common
Date of Exchange         this Global Note            this Global Note             (or increase)                  Depositary]
----------------         ----------------            ----------------             -------------                  -----------
</TABLE>


                                      A-1
<PAGE>
                                                                       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: [9.25% Senior Notes due 2010/ 9.50% Senior Notes due 2010]

      Reference is hereby made to the Indenture, dated as of April 8, 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 [$/E]___________ (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. [ ] 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. [ ] 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
<PAGE>
for the account or benefit of a U.S. Person (other than a "Distributor" as
defined in Rule 902 of Regulation S). 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. [ ] Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

      (a) [ ] 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) [ ] 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) [ ] 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) [ ] 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. [ ] 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.

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


                                      B-2
<PAGE>
                                        ----------------------------------------
                                              [Insert Name of Transferor]

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

Dated:
      -------------------------


                                      B-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

                  (a) [ ] a beneficial interest in the:

                        (i) [ ] 144A Global Note (CUSIP _________), or

                        (ii) [ ] Regulation S Global Note (CUSIP _________)

                  (b) [ ] a Restricted Definitive Note.

      2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a) [ ] a beneficial interest in the:

                        (i) [ ] 144A Global Note (CUSIP _________), or

                        (ii) [ ] Regulation S Global Note (CUSIP _________), or

                        (iii) [ ] Unrestricted Global Note (CUSIP _________); or

                  (b) [ ] a Restricted Definitive Note; or

                  (c) [ ] an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.


                                      B-1
<PAGE>
                         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: [9.25% Senior Notes due 2010/9.50% Senior Notes due 2010]

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of April 8, 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 [$/E]____________ (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) [ ] 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) [ ] 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) [ ] 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


                                      D-2
<PAGE>
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) [ ] 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) [ ] 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) [ ] 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.


                                      E-2
<PAGE>
      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:
      -------------------------


                                      E-3