Exhibit 4.1


 




 





 


RHODIA



7.625% DOLLAR-DENOMINATED SENIOR NOTES DUE 2010















INDENTURE



Dated as of May 28, 2003















JPMorgan Chase Bank



Trustee
















 





 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  12.03

  
	
   

  	
  (c)

  	
   

  	
  12.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
   

  	
  (c)

  	
   

  	
  7.06; 12.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.03; 12.02; 12.05

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  12.04

  
	
   

  	
  (c)(2)

  	
   

  	
  12.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  12.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.05; 12.02

  
	
   

  	
  (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)

  	
   

  	
  12.01

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  12.01

  



 












N.A.
means not applicable.


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


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE 1

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
   

  
	
  Section 1.01.

  	
  Definitions.

  
	
  Section 1.02.

  	
  Other Definitions.

  
	
  Section 1.03.

  	
  Incorporation by
  Reference of Trust Indenture Act

  
	
  Section 1.04.

  	
  Rules of Construction

  
	
   

  	
   

  
	
  ARTICLE 2

  
	
  THE NOTES

  
	
   

  
	
  Section 2.01.

  	
  Form and Dating.

  
	
  Section 2.02.

  	
  Execution and Authentication.

  
	
  Section 2.03.

  	
  Paying Agent, Registrar
  and Transfer Agents.

  
	
  Section 2.04.

  	
  Paying Agent to Hold
  Money in Trust.

  
	
  Section 2.05.

  	
  Holder Lists.

  
	
  Section 2.06.

  	
  Transfer and Exchange.

  
	
  Section 2.07.

  	
  Replacement Notes.

  
	
  Section 2.08.

  	
  Outstanding Notes.

  
	
  Section 2.09.

  	
  Treasury Notes.

  
	
  Section 2.10.

  	
  Temporary Notes.

  
	
  Section 2.11.

  	
  Cancellation.

  
	
  Section 2.12.

  	
  Defaulted Interest.

  
	
  Section 2.13.

  	
  Further Issues.

  
	
  Section 2.14.

  	
  ISIN, Common Code, or
  CUSIP Number.

  
	
  Section 2.15.

  	
  Fees, Duties and Taxes.

  
	
  Section 2.16.

  	
  No Duty to Monitor
  Compliance with Transfer Restrictions.

  
	
   

  	
   

  
	
  ARTICLE 3

  
	
  REDEMPTION AND REPAYMENT

  
	
   

  	
   

  
	
  Section 3.01.

  	
  Notices to Trustee.

  
	
  Section 3.02.

  	
  Selection of Notes to
  be Redeemed or Purchased.

  
	
  Section 3.03.

  	
  Notice of Redemption

  
	
  Section 3.04.

  	
  Effect of Notice of Redemption.

  
	
  Section 3.05.

  	
  Deposit of Redemption
  or Purchase Price.

  
	
  Section 3.06.

  	
  Notes Redeemed or
  Purchased in Part.

  
	
  Section 3.07.

  	
  Optional Redemption.

  
	
  Section 3.08.

  	
  Redemption for Taxation
  Reasons.

  
	
  Section 3.09.

  	
  Mandatory Redemption.

  
	
  Section 3.10.

  	
  Offer to Purchase by
  Application of Excess Proceeds.

  



 


i

















 


	
  ARTICLE 4

  
	
  COVENANTS

  
	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Notes.

  
	
  Section 4.02.

  	
  Maintenance of Office
  or Agency.

  
	
  Section 4.03.

  	
  Reports.

  
	
  Section 4.04.

  	
  Compliance Certificate.

  
	
  Section 4.05.

  	
  Taxes.

  
	
  Section 4.06.

  	
  Stay, Extension and Usury Laws.

  
	
  Section 4.07.

  	
  Restricted Payments.

  
	
  Section 4.08.

  	
  Dividend and Other
  Payment Restrictions Affecting Subsidiaries.

  
	
  Section 4.09.

  	
  Incurrence of Debt and
  Issuance of Preferred Stock.

  
	
  Section 4.10.

  	
  Asset Sales.

  
	
  Section 4.11.

  	
  Transactions with Affiliates.

  
	
  Section 4.12.

  	
  Liens.

  
	
  Section 4.13.

  	
  Business Activities.

  
	
  Section 4.14.

  	
  Corporate Existence.

  
	
  Section 4.15.

  	
  Offer to Repurchase
  Upon Change of Control.

  
	
  Section 4.16.

  	
  Limitation on Sale and
  Leaseback Transactions.

  
	
  Section 4.17.

  	
  Payments for Consent.

  
	
  Section 4.18.

  	
  Designation of
  Restricted and Unrestricted Subsidiaries.

  
	
  Section 4.19.

  	
  [Reserved].

  
	
  Section 4.20.

  	
  Additional Amounts.

  
	
  Section 4.21.

  	
  Limitations on
  Issuances of Guarantees of Debt.

  
	
  Section 4.22.

  	
  Suspension of Covenants
  When Notes Rated Investment Grade.

  
	
   

  	
   

  
	
  ARTICLE 5

  
	
  SUCCESSORS

  
	
   

  	
   

  
	
  Section 5.01.

  	
  Merger, Consolidation,
  or Sales of Assets.

  
	
  Section 5.02.

  	
  Successor Corporation
  Substituted.

  
	
   

  	
   

  
	
  ARTICLE 6

  
	
  DEFAULTS AND REMEDIES

  
	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default.

  
	
  Section 6.02.

  	
  Acceleration.

  
	
  Section 6.03.

  	
  Other Remedies.

  
	
  Section 6.04.

  	
  Waiver of Past
  Defaults.

  
	
  Section 6.05.

  	
  Control by Majority.

  
	
  Section 6.06.

  	
  Limitation on Suits.

  
	
  Section 6.07.

  	
  Rights of Holders of
  Notes to Receive Payment.

  
	
  Section 6.08.

  	
  Collection Suit by Trustee.

  
	
  Section 6.09.

  	
  Trustee May File
  Proofs of Claim.

  
	
  Section 6.10.

  	
  Priorities.

  
	
  Section 6.11.

  	
  Undertaking for Costs.

  
	
  Section 6.12.

  	
  Restoration of Rights
  and Remedies.

  
	
   

  	
   

  



 


ii

















 


	
  ARTICLE 7

  
	
  TRUSTEE

  
	
   

  
	
  Section 7.01.

  	
  Duties of Trustee.

  
	
  Section 7.02.

  	
  Rights of Trustee.

  
	
  Section 7.03.

  	
  Individual Rights Of Trustee.

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer.

  
	
  Section 7.05.

  	
  Notice of Defaults.

  
	
  Section 7.06.

  	
  Reports by Trustee to
  Holders of the Notes.

  
	
  Section 7.07.

  	
  Compensation and Indemnity.

  
	
  Section 7.08.

  	
  Replacement of Trustee.

  
	
  Section 7.09.

  	
  Successor Trustee by
  Merger, etc.

  
	
  Section 7.10.

  	
  Eligibility; Disqualification.

  
	
  Section 7.11.

  	
  Preferential Collection
  of Claims Against Company.

  
	
   

  	
   

  
	
  ARTICLE 8

  
	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  	
   

  
	
  Section 8.01.

  	
  Option to Effect Legal
  Defeasance or Covenant Defeasance.

  
	
  Section 8.02.

  	
  Legal Defeasance and Discharge.

  
	
  Section 8.03.

  	
  Covenant Defeasance.

  
	
  Section 8.04.

  	
  Conditions to Legal or
  Covenant Defeasance.

  
	
  Section 8.05.

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

  
	
  Section 8.06.

  	
  Repayment to Company.

  
	
  Section 8.07.

  	
  Reinstatement.

  
	
   

  	
   

  
	
  ARTICLE 9

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  
	
   

  	
   

  
	
  Section 9.01.

  	
  Without Consent of
  Holders of Notes.

  
	
  Section 9.02.

  	
  With Consent of Holders
  of Notes.

  
	
  Section 9.03.

  	
  Compliance with Trust
  Indenture Act.

  
	
  Section 9.04.

  	
  Revocation and Effect
  of Consents.

  
	
  Section 9.05.

  	
  Notation on or Exchange
  of Notes.

  
	
  Section 9.06.

  	
  Trustee to Sign
  Amendments, etc.

  
	
   

  	
   

  
	
  ARTICLE 10

  
	
  [RESERVED]

  
	
   

  	
   

  
	
  ARTICLE 11

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  
	
  Section 11.01.

  	
  Satisfaction and Discharge.

  
	
  Section 11.02.

  	
  Application of Trust Money.

  
	
   

  	
   

  



 


iii

















 


	
  ARTICLE 12

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 12.01.

  	
  Trust Indenture Act Controls.

  
	
  Section 12.02.

  	
  Notices

  
	
  Section 12.03.

  	
  Communication by
  Holders of Notes With Other Holders of Notes.

  
	
  Section 12.04.

  	
  Certificate and Opinion
  as to Conditions Precedent.

  
	
  Section 12.05.

  	
  Statements Required in
  Certificate or Opinion.

  
	
  Section 12.06.

  	
  Rules by Trustee and Agents.

  
	
  Section 12.07.

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

  
	
  Section 12.08.

  	
  Legal Holidays.

  
	
  Section 12.09.

  	
  Governing Law.

  
	
  Section 12.10.

  	
  Consent to Jurisdiction
  and Service.

  
	
  Section 12.11.

  	
  No Adverse
  Interpretation of Other Agreements.

  
	
  Section 12.12.

  	
  Currency

  
	
  Section 12.13.

  	
  Currency Calculation

  
	
  Section 12.14.

  	
  Information

  
	
  Section 12.15.

  	
  Successors.

  
	
  Section 12.16.

  	
  Severability.

  
	
  Section 12.17.

  	
  Counterpart Originals.

  
	
  Section 12.18.

  	
  Table Of Contents,
  Headings, etc.

  
	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  
	
  Exhibit
  A

  	
  FORM
  OF NOTE

  
	
  Exhibit
  B

  	
  FORM
  OF CERTIFICATE OF TRANSFER

  
	
  Exhibit
  C

  	
  FORM
  OF CERTIFICATE OF EXCHANGE

  
	
  Exhibit
  D

  	
  FORM
  OF SUPPLEMENTAL INDENTURE

  
			



 


iv

















 


INDENTURE
dated as of May 28, 2003 between Rhodia, a société anonyme organized
under the laws of France  (the “Company”)
and JPMorgan Chase Bank, 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 its (i) 7.625%
Senior Notes due 2010 issued on the date hereof (the “Original Notes”), (ii)
Additional Notes (as defined herein) that may be issued on any date after the
date hereof (all such notes referred to in clauses (i) and (ii) being referred
to as the “Initial Notes”) and (iii) 7.625% Senior Notes due 2010 issued
in exchange for Initial Notes pursuant to the Registration Rights Agreement
(the “Exchange
Notes” and, together with the Initial Notes, the “Notes”);
and, to provide therefor, the Company has duly authorized the execution and
delivery of this Indenture.  Except as
otherwise provided herein, $200 million in aggregate principal amount of Notes
shall be initially issued on the date hereof.


 


Each party
hereto agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of Notes:


 


ARTICLE
1


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01. 
Definitions.


 


“144A Global
Note” means a Global Note bearing the Global Note Legend, the
Private Placement Legend and the French Legend and deposited with the Custodian
and registered in the name of Cede & Co., as nominee of the Depositary,
that will be issued in a denomination equal to the outstanding principal amount
of the Notes sold in reliance on Rule 144A.


 


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


 


(1)                                  Debt
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 Debt
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)                                  Debt
secured by a Lien encumbering any asset acquired by such specified Person,


 


but excluding Debt 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
Notes” means additional notes (other than the Original Notes) issued
from time to time under this Indenture in accordance with Sections 2.13 and
4.09 hereof, as part of the same series as the Original Notes.


 

















 


“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; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person will be
deemed to be control. For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have correlative meanings.


 


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


 


“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 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 will
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.


 


Notwithstanding
the preceding, none of the following will 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 €30.0 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 equipment, inventory or accounts receivable in the ordinary
course of business;


 


(5)                                  sales
of assets received by the Company or any Restricted Subsidiary upon the
foreclosure on a Lien;


 


(6)                                  the
lease, assignment or sublease of any real or personal property in the ordinary
course of business;


 

















 


(7)                                  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;


 


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


 


(9)                                  sales
of accounts receivable, or participations therein, in connection with any
Receivables Facility;


 


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


 


(11)                            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 French GAAP.


 


 “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” will 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 occurrence
of a subsequent condition. The terms “Beneficially Owns” and “Beneficially
Owned” have a corresponding meaning.


 


“Board of
Directors” means:


 


(1)                                  with
respect to a corporation or société anonyme, the board of directors of
the corporation or the société anonyme or, except in the context
of the definition of “Change of Control”, 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.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors of the Company and to be in full force and effect on the date of
such certification.


 


“Book-Entry
Interest” means a beneficial interest in a Global Note held by or
through a Participant.


 

















 


“Business Day”
means each day (other than a Saturday or a Sunday) on which banks and financial
institutions are open in New York, London, Luxembourg and Paris and which is a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open.


 


“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
French GAAP.


 


“Capital
Stock” means:


 


(1)                                  in
the case of a corporation or company, capital stock or share capital;


 


(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.


 


“Cash
Equivalents” means:


 


(1)                                  United
States dollars, euros, the other official currencies of any member of the
European Union, any country located in North America, Switzerland, Japan and,
in the case of any Restricted Subsidiary located outside any of those
jurisdictions, such local currencies held from time to time by such Restricted
Subsidiary in the ordinary course of business;


 


(2)                                  securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government or
a member of the European Union, or any agency or instrumentality thereof (provided
that the full faith and credit of the United States or such member, as the case
may be, 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 eurodollar 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 €500.0 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 seven 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 rated at least A2/P2 by Moody’s or S&P and in each case maturing
within one year after the date of acquisition;


 


(6)                                  in
the case of any Restricted Subsidiary located outside the United States and the
European Union, any substantially similar investment to the kinds described in
clauses (3) through (5) of this definition obtained in the ordinary course of
business and with the highest ranking obtainable in the applicable
jurisdiction; and


 


(7)                                  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.


 


“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) 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


 


(4)                                  during
any consecutive two-year period, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office.


 


“Clearstream”
means Clearstream Banking, S.A.


 


“Company”
means the Person named as the “Company” in the first paragraph of this
Indenture until a successor Person shall have become such pursuant to the
applicable provisions hereof, and thereafter “Company” shall mean such
successor Person.


 


“Consolidated
Cash Flow” means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:


 

















 


(1)                                  an
amount equal to any extraordinary loss plus any net loss realized by such
Person or any of its Restricted Subsidiaries in connection with an Asset Sale,
to the extent such losses were deducted in computing such Consolidated Net
Income; plus


 


(2)                                  provision
for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus


 


(3)                                  Consolidated
Interest Expense, to the extent that any such expense was deducted in computing
such Consolidated Net Income; plus


 


(4)                                  depreciation,
amortization (including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior
period) 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 and its Restricted Subsidiaries for
such period to the extent that such depreciation, amortization and other
non-cash expenses or charges were deducted in computing such Consolidated Net
Income; less


 


(5)                                  non-cash
items increasing such Consolidated Net Income for such period, other than the
accrual of revenue in the ordinary course of business,


 


in each case, on a consolidated basis and determined in accordance with
French GAAP.


 


“Consolidated
Interest Expense” means, for any period, the total
interest expense of a Person and its consolidated Restricted Subsidiaries on
their Debt determined in accordance with French 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, 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, if any, pursuant to Hedging Obligations (but excluding amortization of
deferred financing fees and unrealized gains and losses arising with respect to
Hedging Obligations); and


 

















 


(7)                                  the
interest component of any deferred payment obligations (which, for the
avoidance of doubt, does not include any deferred payment related to a
retirement or post-retirement employee or directors’ benefit plan);


 


in each case as determined on a consolidated basis in conformity with
French GAAP.  Notwithstanding anything
to the contrary stated above, Consolidated Interest Expense shall not include
any Receivables Fees.


 


“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 French GAAP; provided
that:


 


(1)                                  the
Net Income (or loss) 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;


 


(2)                                  the
Net Income of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
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 stockholders, except
to the extent that such Net Income is actually paid to such Person or one of
its Restricted Subsidiaries through dividends, loans or otherwise;


 


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


 


(4)                                  any
non-cash charges incurred subsequent to the date of the Indenture which are
allowed under French GAAP and which would have been permitted had such amounts
been determined in accordance with U.S. GAAP from the application of SFAS No.
123 will be excluded; and


 


(5)                                  any
non-cash goodwill impairment charges incurred subsequent to the date of the
Indenture which are allowed under French GAAP and which would have been
permitted had such amounts been determined in accordance with U.S. GAAP from
the application of SFAS No. 142 will be excluded.


 


“Consolidated
Net Tangible Assets” means total assets (less
accumulated depreciation and valuation reserves and other reserves and items
deductible from gross book value of specific asset accounts under French GAAP)
after deducting therefrom (1) all current liabilities, (2) any item
representing investments in Unrestricted Subsidiaries and (3) all goodwill,
trade names, trademarks, patents, unamortized debt discount, organization
expenses and other like intangibles, all as set forth on the most recent
balance sheet of the Company and its consolidated Restricted Subsidiaries and
computed in accordance with French GAAP.


 

















 


“Corporate
Trust Office of the Trustee” means the office of the Trustee at the
address specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.


 


“Credit
Facilities” means one or more debt facilities (including, without
limitation, the €600 million multicurrency revolving credit facility dated
December 31, 2001 between the Company and BNP Paribas, Crédit Lyonnais and
The Royal Bank of Scotland PLC as lead arrangers and certain financial
institutions as lenders and the bilateral revolving credit facilities with
banks existing on the date of the Indenture) 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 increasing the
amount borrowed thereunder) in whole or in part from time to time.


 


“Custodian”
means BNP Paribas, New York Branch, and any and all successors thereto appointed
as Custodian hereunder and having become such pursuant to the applicable
provisions hereof.


 


“Debt”
means, with respect to any specified Person, any debt 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 French GAAP. In
addition, the term “Debt” includes all Debt of others secured by a Lien on any
asset of the specified Person (whether or not such Debt is assumed by the
specified Person) and, to the extent not otherwise included, the Guarantee by
the specified Person of any Debt of any other Person.


 


The amount of
any Debt outstanding as of any date will be:


 


(1)                                  the
accreted value of the Debt, in the case of any Debt issued with original issue
discount; and


 


(2)                                  the
principal amount of the Debt, in the case of any other Debt.


 

















 


Notwithstanding
the foregoing, “Debt” shall not include (A) advance payments by customers in
the ordinary course of business for services or products to be provided or
delivered in the future, (B) obligations under or in respect of Receivables
Facilities, (C) deferred taxes or (D) operating leases in effect on the Issue
Date that are reclassified as capital leases as a result of changes to French
GAAP.


 


“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” or “Definitive Registered Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Sections 2.06, 2.07 and 2.10 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 the Notes issuable or issued in whole or in part in
global form, The Depository Trust Company, and any and all successors thereto,
which shall be clearing agencies registered under the Exchange Act, appointed
as Depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


 


“Distribution
Compliance Period” means, with respect to the original issuance of
any Initial Notes, the period commencing on the date of such issuance and
ending on the fortieth day thereafter.


 


“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, 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 will 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.


 


“EMU”
means economic and monetary union as contemplated in the Treaty on European
Union.


 


“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 Affiliates 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.


 

















 


“euro”
or “€”  means
the single currency of participating member states of the EMU.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear system.


 


“Euro
Exchange Notes”  means
the notes issued pursuant to the Registration Rights Agreement dated as of
May 28, 2003, among the Company and the other parties named on the
signature pages thereof, with respect to the Euro Notes.


 


“Euro
Notes” means the 8.000% Senior Notes due 2010 issued
by the Company on the date of this Indenture pursuant to the Euro Notes
Indenture.


 


“Euro
Notes Indenture” means the indenture, dated as of
May 28, 2003, between the Company and JPMorgan Chase Bank, as trustee,
pursuant to which the Euro Notes are issued, as the same shall be amended from
time to time.


 


“European
Union”  means the European Union, including the countries of Austria,
Belgium, Denmark, France, Finland, Germany, Greece, Ireland, Italy, Luxembourg,
the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not
including any country which becomes a member of the European Union after the
Issue Date.


 


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


 


“Exchange
Notes” has the meaning provided in the preamble to this Indenture.


 


“Exchange
Offer” means an offer by the Company, pursuant to a Registration
Rights Agreement, to Holders of Initial Notes, to issue and deliver to such
Holders, in exchange for their Initial Notes, a like aggregate principal amount
of Exchange Notes registered under the Securities Act.


 


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


 


“Existing
Debt” means any Debt of the Company and its Restricted Subsidiaries
in existence on the date of this Indenture, until such amounts are repaid.


 


“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 Debt of any person other than such Person or any of its
Restricted Subsidiaries that 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)                                  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.


 


“Fixed Charge
Coverage Ratio” means, with respect to any specified Person for any
four-quarter period, the ratio of the Consolidated Cash Flow of such Person and
its Restricted Subsidiaries for such period to the Fixed Charges of such Person
and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Debt (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 will be calculated giving pro forma effect to such
incurrence, assumption, Guarantee, repayment, repurchase or redemption of Debt,
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 specified Person or any of its
Restricted Subsidiaries, including through mergers or consolidations 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 specified Person or any of its Restricted Subsidiaries
on or prior to such Calculation Date) will be given pro forma effect as if they
had occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period will be calculated on a pro
forma basis in accordance with Regulation S-X under the Securities Act, but
without giving effect to clause (3) of the proviso set forth in the definition
of Consolidated Net Income;


 


(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 French GAAP;


 


(3)                                  the
consolidated interest expense attributable to interest on (a) any Debt 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 Debt that bears a floating rate of interest shall be
calculated as if the weighted average interest rate that would have been
applicable to such


 

















 


Debt 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 Debt 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 Debt if such Hedging Obligation has a
remaining term in excess of 12 months);


 


(5)                                  the
Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with French GAAP, will be excluded;


 


(6)                                  the
Fixed Charges attributable to discontinued operations, as determined in
accordance with French GAAP, will be excluded, but only to the extent that the
obligations giving rise to such Fixed Charges will not be obligations of the
specified Person or any of its Restricted Subsidiaries following the
Calculation Date; and


 


(7)                                  transactions
with respect to Receivables Facilities (including Receivable Fees) will be
accounted for in accordance with French GAAP as in effect on the date of this
Indenture.


 


“French GAAP”
means generally accepted accounting principles in France as in effect from time
to time, except as set forth in clause (7) of the definition of “Fixed Charge
Coverage Ratio”.


 


“French
Legend” means the legend set forth in Section 2.06(g)(i), which is
required to be placed on all Notes issued under the 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, Section 2.06(b), Section 2.06(d) or
Section 2.06(f) hereof.


 


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


 


“Government
Securities”  means
securities that are:


 


(1)                                  issued
or directly and fully and unconditionally guaranteed or insured by the United
States government, or any agency or instrumentality thereof, the payment of
which is unconditionally guaranteed as a full faith and credit obligation of
such government; or


 


(2)                                  issued
or directly and fully and unconditionally guaranteed or insured by a member of
the European Union, or any agency or instrumentality thereof, the payment of
which is unconditionally guaranteed as a full faith and credit obligation of
such government;


 


which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities


 

















 


Act), as custodian with respect to any such Government Securities or a
specific payment of principal of or interest on any such Government Securities
held by such custodian for the account of the holder of such depository
receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Securities or the specific payment of principal of or interest on
the Government Securities evidenced by such depository receipt.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt or other obligation of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or other
obligation of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Debt or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof, in whole or
in part; provided
that the term “Guarantee” does not include endorsements for collection or
deposit in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning.


 


“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 on the Register.


 


“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” has the meaning set forth in the preamble to this Indenture.


 


“Insolvency
Law” means


 


(1)                                  Article
1244-1 of the French Code civil;


 


(2)                                  Book
(Livre) 6 of the French Code de commerce or any other law of
France relating to voluntary judicial amicable settlement of debts (règlement amiable), judicial
reorganization or liquidation (redressement
ou liquidation judiciaire), bankruptcy, insolvency, moratorium or
relief of debtors;


 

















 


(3)                                  Title
11 of the US Code, or any similar federal or state law for the relief of
debtors; or


 


(4)                                  any
similar law, act, decree, order or regulation in a jurisdiction in which a
Significant Subsidiary is incorporated or the Company, or any Significant
Subsidiary does business.


 


“Interest
Payment Date” means the Stated Maturity of an installment of
interest on the Notes.


 


“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
Debt, 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 French 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 will 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.  “Investments” shall exclude extensions of
trade credit by the Company or any of its Restricted Subsidiaries in the
ordinary course of business.


 


“Issue Date”
means the date of this Indenture.


 


“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 an Exchange Offer.


 


“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.


 


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


 

















 


“Net
Income” means, with respect to any specified Person,
the net income (loss) of such Person, determined in accordance with French 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
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Debt of such Person or any of its
Restricted Subsidiaries; and


 


(2)                                  any
extraordinary gain or loss, together with any related provision for taxes on
such extraordinary 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, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements;


 


(2)                                  amounts
required to be applied to the repayment of Debt, other than Debt 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 French 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 required in
connection with the Asset Sale.


 


“Non-Recourse
Debt” means Debt:


 


(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 Debt), (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
Debt may have to take enforcement action against an Unrestricted Subsidiary)
would permit upon notice, lapse of time or both any holder of any other Debt
(other than the


 

















 


Notes) of the Company or any of its
Restricted Subsidiaries to declare a default on such other Debt or cause the
payment of such other Debt of the Company or any of its Restricted Subsidiaries
to be accelerated or payable prior to its stated maturity.


 


“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.


 


“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 Debt, 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 or
a Subsidiary Guarantor, as applicable, by two Officers of the Company or such
Subsidiary Guarantor, one of whom must be the principal executive officer, the
principal financial officer, the treasurer or the principal accounting officer
of the Company or such Subsidiary Guarantor, as the case may be, that meets the
requirements of Section 12.05 hereof, if applicable.


 


“Opinion of
Counsel” means an opinion from legal counsel that meets the
requirements of Section 12.05 hereof, if applicable.  The counsel may be an employee of or counsel to the Company or
any Subsidiary of the Company.


 


“Original
Notes” has the meaning set forth in the preamble to this Indenture.


 


“Parent
Company” of the Company means any other Person (other than a natural
person) which either (i) legally and beneficially owns more than 50% of the
Voting Stock of the Company, either directly or through one or more
Subsidiaries or (ii) is a Subsidiary of any Person referred to in the preceding
clause and owns no Investments other than Investments in the Company and its
Subsidiaries; provided, however, that
in no event shall any Subsidiary of the Company constitute its Parent Company.


 


“Participant”
means, with respect to the Depositary, a Person who has an account with the
Depositary.


 


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


 


“Permitted
Investments” means:


 


(1)                                  any
Investment in the Company or in a Restricted Subsidiary of the Company;


 

















 


(2)                                  any
Investment in Cash Equivalents;


 


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


 


(a)                                  such
Person becomes a Restricted Subsidiary of the Company; or


 


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


 


(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
acquisition of assets 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 entered into in the ordinary course of business and not for
speculative purposes;


 


(8)                                  Investments
constituting loans, advances or extensions of credit 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 (other than a new Investment pursuant to the further proviso of
this definition) is on terms and conditions no less favorable to the Company
than the Investment being renewed or replaced; and provided further that, to
the extent that an Investment in existence on the date of the Indenture is an
Investment in a joint venture, such Investment may be replaced or refinanced by
making an Investment in any other joint venture existing on the date of the
Indenture in an amount not exceeding the amount of the Investment being
replaced or refinanced, so long as such replacement or refinancing Investment
is made within 365 days of the liquidation of the first Investment;


 


(10)                            Investments
relating to any special purpose Wholly-Owned Subsidiary of the Company
organized in connection with a Receivables Facility that, in the good faith
determination of the Company, are necessary or advisable to effect such
Receivables Facility;


 

















 


(11)                            Investments
in any of (A) the Original Notes and any Exchange Notes with respect thereto;
(B) the Euro Notes and any Euro Exchange Notes; and (C) the Senior Subordinated
Notes and any Senior Subordinated Exchange Notes;


 


(12)                            Guarantees
of Debt of the Company or any of its Restricted Subsidiaries issued in accordance
with Sections 4.09 and 4.21 hereof;


 


(13)                            Investments
in joint ventures in an aggregate amount, taken together with all other
Investments made in reliance on this clause (13), not to exceed €60 million
(net of, with respect to Investments in joint ventures, the cash return thereon
received after the Issue Date as a result of any sale for cash, repayment,
redemption, liquidation, distribution or other cash realization, not to exceed,
with respect to any particular Person, the amount of Investments in such Person
made after the Issue Date in reliance on this clause; provided that, any such
amount used to reduce the aggregate amount of Investments made pursuant to this
clause (13) will not be included in Consolidated Net Income for purposes of
Section 4.07); and


 


(14)                            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 (14) since the date of this Indenture not to exceed €6.0
million, with no more than €3.0 million to be made in any one fiscal year.


 


“Permitted
Liens” means:


 


(1)                                  Liens
on assets of the Company and its Restricted Subsidiaries securing Debt and
other Obligations under Credit Facilities together with Liens securing other
Debt in an aggregate amount not to exceed €1.3 billion (with no more than €150
million of such other Debt being Attributable Debt);


 


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


 


(3)                                  Liens
on property of a Person existing at the time such Person is merged with or into
or consolidated with 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
incurred or deposits made in the ordinary course of business that are
incidental to the conduct of business or the ownership of properties and assets
(including Liens in connection with worker’s compensation, unemployment
insurance and other like laws, warehousemen’s and attorneys’ liens and statutory
landlords’ liens and other Liens arising by operation of law) and Liens to
secure the performance of bids, tenders or trade contracts, or to secure
statutory or planning obligations, surety or appeal bonds, 


 

















 


performance bonds or other obligations of a
like nature incurred in the ordinary course of business, in each such case, not
in connection with the borrowing of money; provided that in each case, the obligation
secured is not more than 60 days overdue or, if so overdue, is being contested
in good faith by appropriate actions or proceedings and adequate reserves have
been established in accordance with French GAAP;


 


(6)                                  Liens
to secure Debt (including Capital Lease Obligations) permitted by Section
4.09(b)(4) covering only the assets acquired with such Debt;


 


(7)                                  Liens
existing on the date of the Indenture;


 


(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, and Liens, security claims or
demands of mechanics and materialmen incurred in the ordinary course of
business, provided that any
reserve or other appropriate provision as is required in conformity with French
GAAP has been made therefor;


 


(9)                                  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; provided, however,
that such letters of credit do not support Debt;


 


(10)                            Liens
securing Debt or other obligations of a Restricted Subsidiary owing to the
Company or a Restricted Subsidiary;


 


(11)                            Liens
securing Permitted Refinancing Debt incurred to refinance Debt 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 Debt being refinanced or is in respect
of property that is the security for a Permitted Lien;


 


(12)                            Liens
securing Hedging Obligations entered into in the ordinary course of business so
long as such Hedging Obligations are permitted to be incurred under the
Indenture;


 


(13)                            Liens
on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of
Unrestricted Subsidiaries;


 


(14)                            Liens
of or resulting from any judgment or award, the time for the appeal or petition
for rehearing of which shall not have expired, or in respect of which the
Company or a Restricted Subsidiary shall at any time in good faith be
prosecuting an appeal or proceeding for a review and in respect of which a stay
of execution pending such appeal or proceeding for review shall have been
secured;


 


(15)                            Liens
created over assets not on the balance sheet of the Company and its Restricted
Subsidiaries held in trust by another Person, which assets are to be used by


 

















 


such other Person solely for satisfying the
Company or a Restricted Subsidiary’s scheduled payment obligations in respect
of the principal and/or interest in respect of any Debt of the Company or that
Restricted Subsidiary in circumstances where such other Person has undertaken
responsibility for the discharge of the Company or the Restricted Subsidiary’s
obligations in relation to such Debt, provided
that no outstanding Debt under the Credit Facilities, or any similar credit or
loan facility may be secured under or pursuant to this clause (15);


 


(16)                            Liens
created over receivables of the Company or a Restricted Subsidiary which Liens
have been given in connection with the refinancing of such receivables and
where the risks relating to the non-payment in respect of such receivables are,
as a result of such refinancing, not borne by the Company or the Restricted
Subsidiary; and


 


(17)                            Liens
and rights of setoff in favor of a bank or other financial institution imposed
by law or pursuant to a contractual arrangement and incurred in the ordinary
course of business.


 


“Permitted
Refinancing Debt” means any Debt 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 Debt of
the Company or any of its Restricted Subsidiaries (other than intercompany
Debt); provided that:


 


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


 


(2)                                  such
Permitted Refinancing Debt has a final maturity date later 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 Debt being extended,
refinanced, renewed, replaced, defeased or refunded;


 


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


 


(4)                                  such
Debt is incurred either by the Company or by the Restricted Subsidiary who is
the obligor on the Debt being extended, refinanced, renewed, replaced, defeased
or refunded.


 


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


 

















 


“Principal
Property” means any chemical-producing plant or
facility owned by the Company and/or one or more Restricted Subsidiaries having
a book value in excess of 2% of the Consolidated Net Tangible Assets of the
Company and its Restricted Subsidiaries; provided
that the term “Principal Property” shall not include any plant or facility
that, in the opinion of the Board of Directors of the Company, is not of
material importance to the total business conducted by the Company and its
Restricted Subsidiaries, considered as a whole.


 


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


 


“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
Facility” means with respect to any Person one or more
receivables financing facilities as amended from time to time, the Debt of
which is non-recourse (except for customary representations, warranties,
covenants and indemnities in relation thereto made in connection with such
facilities) to such Person and its Restricted Subsidiaries pursuant to which
such Person and/or any of its Restricted Subsidiaries sells its accounts
receivable to a Person that is not a Restricted Subsidiary.


 


“Receivables
Fees” means distributions or payments made directly or
by means of discounts with respect to any participation interest issued or sold
in connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Receivables Facility.


 


“Registration
Rights Agreement” means the Exchange and Registration Rights
Agreement, dated as of May 28, 2003, among the Company and the other
parties named on the signature pages thereof, relating to the Original Notes
and the Euro Notes and the Senior Subordinated 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 and the
Subsidiary Guarantors, if any, 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 Global Note Legend, the
Private Placement Legend and the French Legend and deposited with the Custodian
and registered in the name of Cede & Co., as nominee for the Depositary,
for credit to Euroclear and Clearstream, as Participants, during the
Distribution Compliance Period, issued in a


 

















 


denomination
equal to the outstanding principal amount of the Notes initially sold in
reliance on Rule 903 of Regulation S.


 


“Replacement
Assets” mean (1) long-term assets that will be used or
useful in a Permitted Business, (2) substantially all of the assets of another
Permitted Business, or (3) a majority of the Voting Stock of any Person engaged
in a Permitted Business that will become on the date of acquisition thereof a
Restricted Subsidiary as a result of such acquisition.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer
within the Institutional Trust Services department 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 such 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 Registered Note” means a Definitive Registered Note
bearing the Private Placement Legend and the French Legend in a principal
amount of $1,000 or integral multiples thereof.


 


“Restricted
Global Note” means a Global Note bearing the Global Note Legend, the
Private Placement Legend and the French Legend in a principal amount of $1,000
or integral multiples thereof.


 


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


 


“Restricted
Subsidiary” of a Person means any Subsidiary of such
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 903”
means Rule 903 promulgated under the Securities Act.


 


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


 


“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.


 


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


 

















 


“SEC”
means the Securities and Exchange Commission.


 


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


 


“Senior
Financial Officer” means any of the chief executive officer, the
chief operating officer and the chief financial officer of the Company.


 


“Senior
Subordinated Exchange Notes” means the senior subordinated notes
issued pursuant to the Registration Rights Agreement, dated as of May 28,
2003, among the Company and the other parties named on the signature pages
thereof, with respect to the Senior Subordinated Notes.


 


“Senior
Subordinated Notes” means the $385 million aggregate principal
amount of 8.875% Senior Subordinated Notes due 2011, and the €300 million
aggregate principal amount of 9.250% Senior Subordinated Notes due 2011, issued
by the Company concurrently with the issuance of the Original Notes.


 


“Senior Subordinated Notes Indentures”
means the indentures, dated as of May 28, 2003 between the Company and
JPMorgan Chase Bank, as trustee, pursuant to which the Senior Subordinated
Notes are issued, as the same shall be amended from time to time.


 


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


 


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


 


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


 


“Stated
Maturity” means, with respect to any installment of interest or
principal on any series of Debt, 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 Debt, and will 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.


 


“Subordinated
Debt” means, with respect to the Company, any Debt, including the
Senior Subordinated Notes, of the Company which is by its terms subordinated in
right of payment to the Notes and, with respect to any Subsidiary Guarantor,
any Guarantee by such Subsidiary Guarantor of any Debt, including the Senior
Subordinated Notes, which is by its terms subordinated in right of payment to
such Subsidiary’s Guarantee of the Senior Notes.


 


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


 

















 


(1)                                  any
corporation, company, 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).


 


“Subsidiary
Guarantor” means any Restricted Subsidiary that Guarantees the
Notes.


 


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


 


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


 


“Unrestricted
Global Note” means a permanent Global Note that bears the Global
Note Legend and the French Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto, and that is deposited with the
Custodian and registered in the name of Cede & Co., as nominee for the
Depositary, representing Notes that do not, and are not required to, bear the
Private Placement Legend, in a principal amount of $1,000 or integral multiples
thereof.


 


“Unrestricted
Definitive Registered Note” means one or more Definitive Registered
Notes that do not bear and are not required to bear the Private Placement
Legend, but bearing the French Legend, in a principal amount of $1,000 or
integral multiples thereof.


 


“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 Debt 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 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 Debt of the Company or any of its Restricted Subsidiaries.


 


Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will
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 will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Debt of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company
as of such date and, if such Debt is not permitted to be incurred as of such
date under Section 4.09 hereof, the Company will 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 will be
deemed to be an incurrence of Debt by a Restricted Subsidiary of the Company of
any outstanding Debt of such Unrestricted Subsidiary and such designation shall
only be permitted if (1) such Debt 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 of America
as in effect from time to time.


 


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


 


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


 


“Weighted
Average Life to Maturity” means, when applied to any Debt 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 Debt, by
(b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by


 


(2)                                  the
then outstanding principal amount of such Debt.


 


“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) will at
the time be owned by such Person and/or by one or more Wholly Owned
Subsidiaries of such Person.


 

















 


“Wholly
Owned Restricted Subsidiary” of any Person means a Wholly Owned
Subsidiary of such Person which is a Restricted Subsidiary of such Person.


 


Section 1.02. 
Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Additional
  Amounts”

  	
   

  	
  4.20

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.11

  
	
  “Asset
  Sale Offer”

  	
   

  	
  3.10

  
	
  “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

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  
	
  “Excess
  Proceeds”

  	
   

  	
  4.10

  
	
  “Incur”

  	
   

  	
  4.09

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
  “Offer
  Amount”

  	
   

  	
  3.10

  
	
  “Offer
  Period”

  	
   

  	
  3.10

  
	
  “Payer”

  	
   

  	
  3.08

  
	
  “Paying
  Agent”

  	
   

  	
  2.03

  
	
  “Payment
  Default”

  	
   

  	
  6.01

  
	
  “Permitted
  Debt”

  	
   

  	
  4.09

  
	
  “Principal
  Paying Agent”

  	
   

  	
  2.03

  
	
  “Purchase
  Date”

  	
   

  	
  3.10

  
	
  “Register”

  	
   

  	
  2.03

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Relevant
  Tax Jurisdiction”

  	
   

  	
  4.20

  
	
  “Restricted
  Payments”

  	
   

  	
  4.07

  
	
  “Suspension
  Event”

  	
   

  	
  4.22

  
	
  “Tax
  Redemption Date”

  	
   

  	
  3.08

  
	
  “Transfer
  Agent”

  	
   

  	
  2.03

  



 


Section 1.03. 
Incorporation by Reference
of Trust Indenture Act.  Whenever
the Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of the Indenture.


 


The following
TIA terms 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 or other obligor upon the Notes.


 


All other TIA
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 by such definitions.


 


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
French GAAP;


 


(3)                  “or” is not
exclusive;


 


(4)                  words in the
singular include the plural, and in the plural include the singular;


 


(5)                  “will” shall be
interpreted to express a command;


 


(6)                  provisions apply
to successive events and transactions; and


 


(7)                  “herein,”
“hereof” and other words of similar import refer to the Indenture as a whole
and not to any particular Section, Article or other subdivision;


 


(8)                  all references
to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits
of or to the Indenture unless otherwise indicated;


 


(9)                  references to
agreements or instruments, or to statutes or regulations, are to such
agreements or instruments, or statutes or regulations, as amended from time to
time (or to successor statutes and regulations); and


 


(10)            in the event that a
transaction meets the criteria of more than one category of permitted
transactions or listed exceptions the Company may classify such transaction as
it, in its sole discretion, determines.


 


ARTICLE
2


THE NOTES


 


Section 2.01. 
Form and Dating.


 


(a)                        General.


 


The Notes and
the certificates 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 and as
provided herein.  The Company shall
approve the form of


 

















 


the Notes and
any notation, legend or endorsement thereon. 
Each Note will be dated the date of its authentication.  The Notes shall be issued in denominations
of $1,000 and integral multiples thereof. 
The terms and provisions contained in the Notes shall 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 hereto
(including the Global Note Legend thereon and a “Schedule of Exchanges of
Interests in the Global Note” substantially in the form of Schedule A
attached thereto).  Each Global Note
will represent such of the outstanding Notes 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
and purchases and cancellations.  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 Custodian, at the direction of the Registrar, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.


 


(c)                        144A Global
Notes and Regulation S Global Notes.


 


Notes sold
within the United States to QIBs pursuant to Rule 144A under the Securities Act
shall be issued initially in the form of a 144A Global Note, which shall be
deposited with the Custodian as custodian for the Depositary and registered in
the name of Cede & Co., as nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of the 144A
Global Note may from time to time be increased or decreased by adjustments made
on Schedule A to each such Global Note, as hereinafter provided.


 


Notes offered
and sold in reliance on Regulation S shall be issued initially in the form of a
Regulation S Global Note, which shall be deposited with the Custodian as
custodian for the Depositary and registered in the name of Cede & Co., as
nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. 
The aggregate principal amount of the Regulation S Global Note may from
time to time be increased or decreased by adjustments made on Schedule A
to each such Global Note, as hereinafter provided.


 


(d)                       Definitive
Registered Notes.


 


Definitive
Registered Notes issued upon transfer of a Book-Entry Interest or a Definitive
Registered Note, or in exchange for a Book-Entry Interest or a Definitive
Registered Note, shall be issued in accordance with this Indenture.


 

















 


(e)                        Book-Entry
Provisions.


 


The Applicable
Procedures shall be applicable to Book-Entry Interests in the Global Notes that
are held by Participants through the Depositary.


 


(f)                          Denomination.


 


The Notes
shall be in denominations of $1,000 and integral multiples thereof.


 


Section 2.02.  Execution
and Authentication.


 


(a)                        An Officer
of the Company shall sign the Notes for the Company by manual or facsimile
signature.


 


(b)                       If an
Officer whose signature is on a Note no longer holds that office at the time a
Note is authenticated, the Note shall nevertheless be valid.


 


(c)                        A Note
shall not be valid until authenticated by the manual signature of an authorized
officer of the Trustee.  The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.  Notwithstanding the
foregoing, if any Note shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Note to the Trustee for cancellation as provided for in Section 2.11, for all
purposes of this Indenture, such Note shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 


(d)                       Subject to
the terms of this Indenture, the Trustee will, upon receipt of an order signed
by an Officer of the Company (an “Authentication Order”), authenticate (i) Initial
Notes in the form of Global Notes, (ii) Unrestricted Global Notes from time to
time issued only in exchange for a like aggregate principal amount of Global
Notes or Definitive Registered Notes or (iii) Definitive Registered Notes from
time to time issued only in exchange for a like aggregate principal amount of
Global Notes or Definitive Registered Notes subject to Section 2.07 and Section
2.13 hereof,
provided that the Trustee shall be entitled to receive an Officers’
Certificate and an Opinion of Counsel of the Company in connection with such
authentication of Notes.  Such Officers’
Certificate shall specify the principal amount of Notes to be authenticated
and, in connection with clause (i), the date on which the original issue of
Notes is to be authenticated.


 


(e)                        The
Trustee may appoint one or more authentication agents acceptable to the Company
to authenticate Notes.  Such an 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.  Paying Agent, Registrar and Transfer
Agents.


 


The Company shall maintain an office or agency
in each of (i) the Borough of Manhattan in the City of New York, and (ii) for
so long as the Notes are listed on the Luxembourg Stock Exchange and its rules
so require, Luxembourg, where the Notes may be presented for payment


 

















 


(each a “Paying Agent”).  The initial Paying Agents shall be BNP Paribas, New York branch,
in New York and BNP Paribas Securities Services, Luxembourg branch, in
Luxembourg (the latter being the “Principal Paying Agent”).


 


The Company shall also maintain a registrar
(the “Registrar”)
with offices initially in Luxembourg, and a transfer agent (each a “Transfer
Agent”) in each of (i) the Borough of Manhattan, City of New York,
and (ii) for so long as the Notes are listed on the Luxembourg Stock Exchange
and its rules so require, Luxembourg. 
The initial Registrar will be BNP Paribas Securities Services,
Luxembourg branch.  The initial Transfer
Agents will be BNP Paribas, New York Branch, in New York, and BNP Paribas,
Luxembourg Branch, in Luxembourg.  The
Registrar will maintain a register reflecting ownership of the Notes
outstanding and of their transfer and exchange.


 


As long as the Notes remain outstanding, if
any European Union (“EU”) Directive on the taxation of savings income relating
to the proposal for a Directive on the taxation of savings income published by
the ECOFIN Council on December 13, 2001 or otherwise implementing the
conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 or
any law implementing or complying with, or introduced in order to conform to
any such Directive is introduced, the Company shall ensure that it maintains a
Paying Agent for the Notes in an EU member state that will not be obligated to
withhold or deduct for or on account of tax pursuant to any such Directive or
law.


 


Upon notice to the Trustee, the Company may
change any Paying Agent (including the Principal Paying Agent), Registrar or
Transfer Agent and the Company may act as the Paying Agent; provided,
however, that in no event, may the Company act as Paying Agent or
appoint a Paying Agent in any member state of the EU where the Paying Agent
would be obliged to withhold or deduct tax in connection with any payment made
by it in relation to the Notes unless either (i) another Paying Agent is
located in a member state where it is not obliged to withhold or deduct tax or
(ii) no other member state would require a Paying Agent located therein to
withhold or deduct tax in relation to such payments at a lower (or zero)
rate.  For so long as the Notes are
listed on the Luxembourg Stock Exchange and its rules so require, the Company
will publish a notice of any change of Paying Agent, Registrar or Transfer
Agent in a newspaper having a general circulation in Luxembourg (currently
expected to be the Luxemburger Wort) in accordance with Section
12.02 hereof.


 


Section 2.04. 
Paying Agent to Hold Money in
Trust.


 


The Company
shall 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 of, interest
and premium, if any, Additional Amounts, if any, and Special Interest, if any,
on the Notes, and shall promptly 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.  Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money.  If the Company acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as


 

















 


Paying
Agent.  Upon any insolvency, bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.


 


Section 2.05. 
Holder Lists.


 


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


 


Section 2.06.  Transfer and Exchange.


 


(a)                        Transfer and
Exchange of Global Notes.


 


A Global Note
may not be transferred except as a whole by a Depositary to a nominee of such
Depositary, by a nominee of such Depositary to such Depositary or to another
nominee of such Depositary, or by such Depositary or any such nominee to a
successor Depositary or a nominee thereof.


 


All Global
Notes will be exchanged by the Company for Definitive Registered Notes if:


 


(i)                       the
Depositary notifies the Company that it is unwilling or unable to continue to
act as Depositary, or the Depositary ceases to be a clearing agency registered
under the Exchange Act, and, in either case, a qualified successor Depositary
is not appointed by the Company with 120 days;


 


(ii)                    the Depositary
so requests following an Event of Default under this Indenture or the Euro
Notes Indenture; or


 


(iii)                 the holder of a
Book-Entry Interest requests such exchange in writing delivered through the
Depositary following an Event of Default by the Company under this Indenture or
the Euro Notes Indenture.


 


Upon the occurrence of any of the preceding events in clauses (i)
through (iii), the Company shall issue or cause to be issued Definitive
Registered Notes in such names as the relevant Depositary shall instruct the
Registrar.


 


Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections
2.07 and 2.10 hereof.  A Global Note may
not be exchanged for another Note other than as provided in this Section
2.06(a).  Book-Entry Interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b) or
(c) hereof.


 

















 


(b)                       General
Provisions Applicable to Transfer and Exchange of Book-Entry Interests in the
Global Notes.


 


In all cases,
the transfer and exchange of Book-Entry Interests shall be effected through the
relevant Depositary, in accordance with the provisions of this Indenture and
the Applicable Procedures.


 


Transfers of
Book-Entry Interests shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers
and exchanges of Book-Entry Interests for Book-Entry Interests also shall
require compliance with either subparagraph (b)(i) or (b)(ii) below, as
applicable, as well as either subparagraphs (b)(iii) or (b)(iv) below, as
applicable.


 


(i)                                Transfer of
Book-Entry Interests in the Same Global Note. Book-Entry Interests
in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a Book-Entry Interest in the same Restricted Global Note
in accordance with the transfer restrictions set forth in the French Legend and
the Private Placement Legend; provided,
however, that prior to the expiration of the Distribution Compliance
Period, (A) Book-Entry Interests in Regulation S Global Notes must be held
through Euroclear or Clearstream, as Participants, and (B) transfers of
beneficial interests in the Regulation S Global Notes may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an initial
purchaser).  Book-Entry Interests in an
Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a Book-Entry Interest in an Unrestricted Global
Note.  No written orders or instructions
shall be required to be delivered to the Transfer Agent to effect the transfers
described in this Section 2.06(b)(i) and neither the Trustee nor the Transfer
Agent will have any responsibility to obtain any such written orders or
instructions.


 


(ii)                             All Other
Transfers and Exchanges of Book-Entry Interests in Global Notes. A
holder may transfer or exchange a Book-Entry Interest in a Global Note in a
transaction not subject to Section 2.06(b)(i) above only if the Transfer Agent
receives either:


 


(A)                both:


 


(1)               a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing such
Depositary to credit or cause to be credited a Book-Entry Interest in another
Global Note in an amount equal to the Book-Entry Interest to be transferred or
exchanged; and


 


(2)               instructions
given by the Depositary in accordance with the Applicable Procedures containing
information regarding the Participant’s account to be credited with such
increase; or


 

















 


(B)                  both:


 


(1)               a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing such
Depositary to cause to be issued a Definitive Registered Note in an amount
equal to the Book-Entry Interest to be transferred or exchanged; and


 


(2)               instructions
given by the Depositary to the Registrar containing information specifying the
identity of the Person in whose name such Definitive Registered Note shall be
registered to effect the transfer or exchange referred to in (1) above, the
principal amount of such securities and the ISIN, Common Code or CUSIP or other
similar number identifying the Notes.


 


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)(ii) shall
be deemed to have been satisfied upon receipt by the Transfer Agent of the
instructions contained in any Letter of Transmittal delivered by the holder of
such Book-Entry Interests in the Restricted Global Notes (or any electronic
equivalent utilized by any Depositary and acceptable to the Company).  Upon satisfaction of all of the requirements
for transfer or exchange of Book-Entry Interests in Global Notes contained in
this Indenture and the Notes, the Registrar shall adjust the principal amount
of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.


 


(iii)                          Transfer of
Book-Entry Interests in a Restricted Global Note for Book-Entry Interests in
Another Restricted Global Note. 
A Book-Entry Interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a Book-Entry Interest in
another Restricted Global Note if the transfer complies with the requirements
of Section 2.06(b)(ii) above and the Transfer Agent receives the following:


 


(A)                    if
the transferee will take delivery in the form of a Book-Entry 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 Book-Entry 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.


 


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


 

















 


(A)                    such
exchange or transfer is effected pursuant to an Exchange Offer and the holder
of the Book-Entry 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 (or any electronic equivalent utilized by any Depositary and
acceptable to the Company) that it is not (1) a broker-dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) 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
Transfer Agent receives the following:


 


(1)                   if
the holder of such Book-Entry Interest in a Restricted Global Note proposes to
exchange such Book-Entry Interest for a Book-Entry 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


 


(2)                   if
the holder of such Book-Entry Interest in a Restricted Global Note proposes to
transfer such Book-Entry Interest to a Person who shall take delivery thereof
in the form of a Book-Entry Interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, in each such case set forth in this clause (D), if the Company so
requests or if the Applicable Procedures so require, 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.


 


If any such
transfer referred to above is effected 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 Book-Entry Interests
transferred or exchanged.


 


Book-Entry
Interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a Book-Entry
Interest in a Restricted Global Note.


 

















 


(c)                        Transfer or
Exchange of Book-Entry Interests in Global Notes for Definitive Registered
Notes.


 


Any exchange
of a Book-Entry Interest in a Global Note for Definitive Registered Notes must
also comply with one of subparagraphs (i), (ii) or (iii) below, as applicable.


 


(i)             Book-Entry Interests in Restricted Global Notes to
Restricted Definitive Registered Notes.  If any holder of a Book-Entry Interest in a Restricted Global
Note proposes to exchange such Book-Entry Interest for a Restricted Definitive
Registered Note or to transfer such Book-Entry Interest to a Person who takes
delivery thereof in the form of a Restricted Definitive Registered Note, then,
upon receipt by the Transfer Agent of the following documentation:


 


(A)                      if
the holder of such Book-Entry Interest in a Restricted Global Note proposes to
exchange such Book-Entry Interest for a Restricted Definitive Registered Note,
a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (2)(a) thereof;


 


(B)                        if
such Book-Entry 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 Book-Entry Interest is being transferred 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; or


 


(D)                       if
such Book-Entry 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 (3)(b) thereof,


 


the Registrar 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 the Trustee shall authenticate and
deliver to the Person designated in the instructions a Definitive Registered
Note in the appropriate principal amount. 
Any Definitive Registered Note issued in exchange for a Book-Entry
Interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered by the Registrar in such name or names and in such authorized
denomination or denominations as the holder of such Book-Entry Interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. 
The Registrar shall deliver such Definitive Registered Notes to the
Persons in whose names such Notes are so registered.  Any Definitive Registered Note issued in exchange for a
Book-Entry Interest in a Restricted Global Note pursuant to this Section
2.06(c)(i) shall bear the Private Placement Legend and the French Legend and
shall be subject to all restrictions on transfer contained therein.


 


(ii)          Book-Entry Interests in Restricted
Global Notes to Unrestricted Definitive Registered Notes.  A holder of a Book-Entry Interest in a
Restricted Global Note may exchange such Book-Entry Interest for an
Unrestricted Definitive Registered Note or may


 

















 


transfer such
Book-Entry Interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Registered Note only if:


 


(A)                      such
exchange or transfer is effected pursuant to an Exchange Offer and the holder
of such Book-Entry Interest in a Restricted Global Note, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal (or any electronic equivalent utilized by any
Depositary and acceptable to the Company) that it is not (1) a broker-dealer,
(2) a Person participating in the distribution of the Exchange Notes or (3) 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
Transfer Agent receives the following:


 


(1)                              if
the holder of such Book-Entry Interest in a Restricted Global Note proposes to
exchange such Book-Entry Interest for a Definitive Registered Note that does
not bear the Private Placement Legend, a certificate from such holder in the
form of Exhibit C hereto, including the certifications in item (1)(b)
thereof; or


 


(2)                              if
the holder of such Book-Entry Interest in a Restricted Global Note proposes to
transfer such Book-Entry Interest to a Person who shall take delivery thereof
in the form of a Definitive Registered Note that does not bear the Private
Placement Legend, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this clause (D), if the Company so
requests or if the Applicable Procedures so require, 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.


 


Upon satisfaction of the
foregoing conditions, the Registrar 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 will execute and the Trustee will authenticate and deliver to the
Person designated in the instructions a Definitive Registered Note in the
appropriate principal amount.  Any
Definitive Registered Note issued in exchange for a Book-Entry Interest
pursuant to this Section 2.06(c)(ii) will be registered by the Registrar in
such name or names and in such authorised denomination or denominations as the
holder of such Book-Entry Interest requests


 

















 


through instructions to the
Registrar from or through the Depositary and the Participant or Indirect
Participant.  The Registrar will deliver
such Definitive Registered Notes to the Persons in whose names such Notes are
so registered.  Any Definitive
Registered Note issued in exchange for a Book-Entry Interest pursuant to this
Section 2.06(c)(ii) will not bear the Private Placement Legend, but will bear
the French Legend.


 


(iii)                          Book-Entry Interests in Unrestricted Global Notes to
Unrestricted Definitive Registered Notes.  If any holder of a Book-Entry Interest in an Unrestricted Global
Note proposes to exchange such Book-Entry Interest for a Definitive Registered
Note or to transfer such Book-Entry Interest to a Person who takes delivery
thereof in the form of a Definitive Registered Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(ii) hereof, the Registrar 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 the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Registered Note in the appropriate principal
amount.  Any Definitive Registered Note
issued in exchange for a Book-Entry Interest pursuant to this Section
2.06(c)(iii) shall be registered by the Registrar in such name or names and in
such authorized denomination or denominations as the holder of such Book-Entry
Interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. 
The Registrar shall deliver such Definitive Registered Notes to the Persons
in whose names such Notes are so registered. 
Any Definitive Registered Note issued in exchange for a Book-Entry
Interest pursuant to this Section 2.06(c)(iii) shall not bear the Private
Placement Legend, but shall bear the French Legend.


 


(d)                       Transfer and
Exchange of Definitive Registered Notes for Book-Entry Interests in the Global
Notes.


 


(i)                                Restricted Definitive Registered Notes to Book-Entry
Interests in Restricted Global Notes.  If
any Holder of a Restricted Definitive Registered Note proposes to exchange such
Note for a Book-Entry Interest in a Restricted Global Note or to transfer such
Restricted Definitive Registered Notes to a Person who takes delivery thereof
in the form of a Book-Entry Interest in a Restricted Global Note, then, upon
receipt by the Transfer Agent of the following documentation:


 


(A)                          if the Holder of such Restricted Definitive
Registered Note proposes to exchange such Note for a Book-Entry 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 Registered 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
Registered Note is being transferred to a Non-US 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 Registered 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; or


 


(E)                             if such Restricted Definitive
Registered 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 (3)(b) thereof; and


 


the Registrar will cancel the
Restricted Definitive Registered Note, and the Registrar will 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 appropriate 144A Global Note, in the case of clause (C) above, the
appropriate Regulation S Global Note, and in all other cases, the appropriate
144A Global Note.


 


(ii)                             Restricted Definitive Registered Notes to Book-Entry
Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Registered Note may exchange
such Note for a Book-Entry Interest in an Unrestricted Global Note or transfer
such Restricted Definitive Registered Note to a Person who takes delivery
thereof in the form of a Book-Entry Interest in an Unrestricted Global Note
only if:


 


(A)                          such exchange or transfer is
effected pursuant to an Exchange Offer 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 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:


 


(1)                        if
the Holder of such Definitive Registered Notes proposes to exchange such Notes
for a Book-Entry Interest in an Unrestricted Global Note, a certificate from
such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(c) thereof; or


 


(2)                        if
the Holder of such Definitive Registered Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of a Book-Entry
Interest in an Unrestricted Global


 

















 


Note, a
certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof; and


 


in each such case set forth in
subparagraph (D), if the Company so requests or if the Applicable Procedures so
require, the Company receives an Opinion of Counsel in form reasonably
acceptable to it 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 this Section 2.06(d)(ii), the Trustee will cancel the Definitive
Registered Notes and the Registrar will increase or cause to be increased the
aggregate principal amount of the Unrestricted Global Note.


 


(iii)                          Unrestricted Definitive Registered Notes to
Book-Entry Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive
Registered Note may exchange such Note for a Book-Entry Interest in an
Unrestricted Global Note or transfer such Definitive Registered Notes to a
Person who takes delivery thereof in the form of a Book-Entry 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 Registered Note and the
Registrar will 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
Registered Note to a Book-Entry Interest is effected pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
not yet been issued, the Company will issue, and the Trustee will authenticate,
one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Registered Notes so transferred.


 


(e)                        Transfer and
Exchange of Definitive Registered Notes for Definitive Registered Notes.


 


In all cases,
upon request by a Holder of Definitive Registered 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 Registered Notes.  Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Transfer Agent
the Definitive Registered Notes duly endorsed and accompanied by a written
instruction of transfer in form satisfactory to the Transfer Agent duly
executed by such Holder or its attorney, duly authorized to execute the same in
writing.  In the event that the Holder
of such Definitive Registered Notes does not transfer the entire principal
amount of Notes represented by any such Definitive Registered Note, the Trustee
will cancel or cause to be cancelled such Definitive Registered Note and the
Company shall execute and the Trustee shall authenticate and deliver to the
requesting Holder and any transferee Definitive Registered Notes in the
appropriate principal amounts.  In addition,
the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions
of this Section 2.06(e).


 

















 


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


 


(A)                              if
the transfer will be
made pursuant to Rule 144A, 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, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


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


 


(A)                              such
exchange or transfer is effected pursuant to the Exchange Offer 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 (or any electronic equivalent used by any
Depositary and acceptable to the Company) that it is not (1) a broker-dealer,
(2) a Person participating in the distribution of the Exchange Notes or (3) a
Person who is an affiliate (as defined in Rule 144) of the Company;


 


(B)                                any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;


 


(C)                                any
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
Transfer Agent receives the following:


 


(1)                        if
the Holder of such Restricted Definitive Registered Notes proposes to exchange
such Notes for Unrestricted Definitive Registered Notes, a certificate from
such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(d) thereof; or


 


(2)                        if
the Holder of such Restricted Definitive Registered Notes proposes to transfer
such Notes to a Person who shall take delivery


 

















 


thereof in the
form of Unrestricted Definitive Registered Notes, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof;


 


and, in each such case set forth in this clause (D), if the Company 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.


 


Upon satisfaction of the conditions of this Section 2.06(e)(ii), the
Trustee will cancel the Restricted Definitive Registered Notes and the
Registrar will register and the Trustee will authenticate and deliver the
Unrestricted Definitive Registered Note.


 


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


 


(f)                          Exchange Offer.  Upon the occurrence of the Exchange Offer,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or
more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the Book-Entry Interests in the Global Notes tendered for
acceptance by Persons that certify in the applicable Letters of Transmittal (or
an electronic equivalent utilized by any Depositary and acceptable to the Company)
that (x) they are not broker-dealers, (y) 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 accepted for exchange in the Exchange Offer
and (ii) Unrestricted Definitive Registered Notes in an aggregate principal
amount equal to the principal amount of the Definitive Registered Notes
accepted for exchange in the Exchange Offer. 
Concurrently with the issuance of such Notes, the Registrar shall cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Registered Notes so accepted Unrestricted Definitive Registered Notes in the
appropriate principal amount.


 


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


 


(i)                           French
Legend. Each Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following
form:


 


“EACH HOLDER ACKNOWLEDGES AND AGREES THAT OFFERS AND SALES OF NOTES
WILL BE MADE IN THE


 

















 


REPUBLIC OF FRANCE ONLY TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) IN ACCORDANCE
WITH ARTICLE L.411-1 AND L.411-2 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER AND DECREE NO.98-880 DATED 1
OCTOBER 1998.”


 


(ii)                        Private
Placement Legend:


 


(A)                          Except
as permitted by clause (B) below, each Global Note and each Definitive
Registered 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, AS AMENDED (THE “SECURITIES ACT”), AND
MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)
(1) TO A PERSON WHOM 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 SUBSIDIARY THEREOF, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.”


 


(B)                            Notwithstanding
the foregoing, any Global Note or Definitive Registered Note issued pursuant to
clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
to this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend.


 


(iii)                               Global Note
Legend. Each Global Note shall bear a legend in substantially the
following form:


 


“THIS GLOBAL NOTE IS HELD BY THE CUSTODIAN (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
REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE TRANSFERRED
OR 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 THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (“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.”


 


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


 

















 


(i)                           General
Provisions Relating to Transfers and Exchanges.


 


(i)                           To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Registered Notes
upon receipt of an Authentication Order in accordance with Section 2.02 hereof
or at the Registrar’s request.


 


(ii)                        No service
charge shall be made by the Company or the Registrar to a holder of a
Book-Entry Interest in a Global Note, a Holder of a Global Note or a Holder of
a Definitive Registered Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any stamp duty,
stamp duty reserve, documentary or other similar tax or governmental charge
that may be imposed in connection therewith (other than any such transfer taxes
or similar governmental charge payable upon exchange or transfer pursuant to
Section 2.10, 3.06, 3.10, 4.10, 4.15 and 9.05 hereof).


 


(iii)                     No Registrar
shall 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.


 


(iv)                    All Global
Notes and Definitive Registered Notes issued upon any registration of transfer
or exchange of Global Notes or Definitive Registered Notes shall 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 Registered
Notes surrendered upon such registration of transfer or exchange.


 


(v)                       The Company
shall not be required to register the transfer of any Definitive Registered
Notes: (A) for a period of 15 calendar days prior to any date fixed for the
redemption of the Notes under Section 3.01 hereof; (B) for a period of 15
calendar days immediately prior to the date fixed for selection of Notes to be
redeemed in part; (C) for a period of 15 calendar days prior to the record date
with respect to any interest payment date; or (D) which the Holder has tendered
(and not withdrawn) for repurchase in connection with a Change of Control Offer
or an Asset Sale Offer. Any such transfer will be made without charge to the
Holder of Notes, other than any taxes, duties and governmental charges payable
in connection with such transfer.


 


(vi)                    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, interest and premium, Additional Amounts, if any, and
Special Interest, if any, 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 (subject, in the case of payments of interest, Additional Amounts and
Special Interest, to the record date provisions of the Notes).


 


(vii)                 All
certifications, certificates and Opinions of Counsel required to be submitted
to the Company or the Transfer Agent pursuant to this Section 2.06 to effect a


 

















 


registration
of transfer or exchange may be submitted initially by facsimile with originals
to be delivered promptly thereafter to the Transfer Agent.


 


Section 2.07. 
Replacement Notes.


 


(a)                        If any
mutilated Note is surrendered to the Registrar, the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall 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 the Holder for its expenses in replacing a
Note, including reasonable fees and expenses of counsel.


 


(b)                       Every
replacement Note is an additional 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.


 


(c)                        In case
the principal amount of any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Note, pay such Note.


 


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


 


Section 2.08. 
Outstanding Notes.


 


The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding.  Except as set forth in
Section 2.09 hereof, a Note does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Note; however, Notes held by the
Company or a Subsidiary of the Company shall not be deemed to be outstanding
for purposes of Section 3.07(a) 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
principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.  If a Note is subject to Legal Defeasance
under Section 8.03 or Covenant Defeasance pursuant to Section 8.03, it will be
deemed to be outstanding only for the purposes set forth in said Sections.


 


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.


 


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.


 


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


 


(b)                       Holders of
temporary Notes shall be entitled to all of the benefits of this Indenture.


 


Section 2.11. 
Cancellation.


 


The Company at
any time may deliver Notes to the Trustee for cancellation.  The Registrar, each Paying Agent and any
Transfer Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. 
The Trustee or, at the direction of the Trustee, the Registrar or the
Paying Agent (other than the Company or a Subsidiary) and no one else shall
cancel Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall destroy or dispose of in accordance with its
customary procedures canceled Notes (subject to the record retention
requirement of the Exchange Act). 
Certification of the destruction or disposition of all canceled Notes
shall be delivered to the Company.  The
Company may not issue new Notes to replace Notes that it has 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 as soon as practicable 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 shall 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) shall deliver to the Holders in accordance with
Section 12.02 hereof a notice that states the special record date, the related
payment date and the amount of such interest to be paid.


 


Section 2.13. 
Further Issues.


 


(a)                        Subject to
compliance with Section 4.09 hereof, the Company may from time to time issue
Additional Notes ranking pari passu with each of the Notes and with
the same terms as to status, redemption and otherwise as such Notes (save for
payment of interest accruing prior to the issue date of such Additional Notes
or for the first payment of interest following the issue date of such
Additional Notes).  The Additional Notes
will be consolidated and treated as a single class for all purposes under this
Indenture, including, without limitation, waivers, amendments, redemptions, and
offers to purchase, with the Original Notes.


 


(b)                       Whenever it
is proposed to create and issue any Additional Notes, the Company shall give to
the Trustee not less than 14 days’ notice in writing of its intention so to do
stating the amount of Additional Notes proposed to be created and issued.


 


(c)                        Any issue
of Additional Notes that is to utilize the same “ISIN”, “Common Code”, or “CUSIP”
number as a Note already issued hereunder shall be effected in a manner and
under circumstances whereby the issue of Additional Notes is treated as a
“qualified reopening” (within the meaning of US Treas. Reg. §1.1275-2(k)(3), or
any successor provision, all as in effect at the time of the further issue) of
the issue of Notes having the shared ISIN, Common Code or CUSIP number, as the
case may be.


 


Section 2.14.  ISIN, Common Code, or CUSIP Number.


 


The Company in issuing the Notes may use a
“ISIN”, “Common Code”, or “CUSIP” number and, if so, such ISIN, Common Code, or
CUSIP number shall be included in notices of redemption or exchange as a
convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the ISIN,
Common Code, or CUSIP number printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes.  The Company will promptly notify
the Trustee of any change in the ISIN, Common Code, or CUSIP number.


 


Section 2.15.  Fees, Duties and Taxes.


 


The Company and its successors will pay all
stamp, transfer, court, or documentary taxes or any other excise or property
taxes, charges or similar taxes which arise from the issue, execution and
delivery or registration of the Notes, this Indenture and the initial resale of
the Notes by the initial purchasers and the enforcement of the Indenture, the
Notes, and/or any related agreement.  This
Section 2.15 shall survive the termination, defeasance or discharge of this
Indenture.


 


Section 2.16. 
No Duty to Monitor
Compliance with Transfer Restrictions.


 


The Trustee
shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable


 

















 


law with
respect to any transfer of any interest in any Note (including any transfers
between or among Participants or owners of Book-Entry Interests in any Global
Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express requirements
hereof.


 


ARTICLE
3


REDEMPTION AND REPAYMENT


 


Section 3.01. 
Notices to Trustee.


 


If the Company
elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 or Section 3.08 hereof, it will furnish to the Trustee an
Officers’ Certificate (in addition, in the case of a redemption pursuant to
Section 3.08, the Officers’ Certificate and Opinion of Counsel required by
Section 3.08) at least 10 days before the date notice is mailed to Holders of
the Notes pursuant to Section 3.03 unless the Trustee consents to a shorter
period, setting forth:


 


(1)                        the
clause of this Indenture pursuant to which the redemption shall occur;


 


(2)                        the
redemption date;


 


(3)                        the
principal amount of Notes to be redeemed;


 


(4)                        the
redemption price; and


 


(5)                        in
connection with a redemption under Section 3.07(a), that such redemption will
comply with the provisions thereof.


 


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 on a pro rata
basis, unless such method is impractical in the reasonable opinion of the
Trustee, then by lot or by such method as the Trustee shall deem fair and
appropriate, provided that in connection with a purchase arising from an
Asset Sale such selection shall be made on a pro rata basis pursuant to Section
4.10.


 


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.  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.  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 Article 11 of this Indenture.


 


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


 


(1)                        the
redemption date;


 


(2)                        the
redemption price, including the portion thereof representing any accrued
interest;


 


(3)                        if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
will be issued upon cancellation of the original Note;


 


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


 


(5)                        that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;


 


(6)                        that,
unless the Company defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the redemption date;


 


(7)                        the
paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and


 


(8)                        that
no representation is made as to the correctness or accuracy of the ISIN, Common Code, or CUSIP
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.  A notice of
redemption may not be conditional.


 


Section 3.05. 
Deposit of Redemption or
Purchase Price.


 


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.  Upon surrender of any Notes for redemption in accordance with a
notice of redemption, such Note shall be paid and redeemed by the Company at
the redemption price, together with accrued interest, if any, to the redemption
date; provided
that installments of interest whose Stated Maturity is on or prior to the
redemption date shall be payable to the Holders registered as such at the close
of business on the relevant regular record date.  If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption or purchase date until such principal is paid,
and to the extent lawful on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06. 
Notes Redeemed or Purchased in
Part.


 


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


 


Section 3.07. 
Optional Redemption.


 


(a)                        At any
time prior to June 1, 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 this Indenture at a redemption price equal to 107.625% of the
principal amount, plus accrued and unpaid interest, Additional Amounts, if any,
and Special Interest, if any, to the redemption date, with the net cash
proceeds of one or more Equity Offerings; provided
that:


 


(1)                                      at least 65% of
the aggregate principal amount of Notes issued on the date of this Indenture
remains outstanding immediately after the occurrence of such redemption (excluding
Notes held by the Company and its Subsidiaries); and


 

















 


(2)                                      the redemption
occurs within 120 days of the date of the closing of such Equity Offering.


 


(b)                       On or after
June 1, 2007, the Company may redeem all or a part of the Notes, at the
redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest, Additional Amounts, if any, and Special
Interest, if any, on the Notes redeemed, to the applicable redemption date, if
redeemed during the twelve-month period beginning on June 1 of the years
indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2007 

  	
   

  	
  103.813

  	
  %

  
	
  2008

  	
   

  	
  101.906

  	
  %

  
	
  2009 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


Section 3.08.  Redemption
for Taxation Reasons.


 


The Company
and its successors, if any, (each, a “Payer”) may, at its option, redeem all but
not part of the Notes, at any time upon giving not less than 30 nor more than
60 days’ notice to the Holders thereof, at a redemption price equal to 100% of
the principal amount thereof, together with accrued and unpaid interest to the
date of redemption (a “Tax Redemption Date”)
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) and all Special
Interest and Additional Amounts, if any, then due and which will become due on
the Tax Redemption Date as a result of the redemption or otherwise, if the
Payer determines in good faith that, as a result of:


 


(1)                                  any
change in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of a Relevant Tax Jurisdiction affecting taxation which becomes
effective after the issuance of the Notes on the Issue Date (or, in the case of
a successor, after the date of assumption by the successor of the Company’s
obligation hereunder); or


 


(2)                                  any
change in position regarding the application, administration or interpretation
of such laws, treaties, regulations or rulings (including a holding, judgment
or order by a court of competent jurisdiction), which change in official
position becomes effective after the issuance of the Notes on the Issue Date
(or, in the case of a successor, after the date of assumption by the successor
of the Company’s obligation hereunder);


 


the Payer is, or on the next interest payment date in respect of the
Notes would be, required to pay Additional Amounts on such Notes and the Payer
cannot avoid such obligation by taking reasonable measures available to it
(including, for the avoidance of doubt, the appointment of a new Paying Agent
in accordance with Section 2.03 hereof).


 


Notwithstanding
the foregoing, no such notice of redemption will be given earlier than 90 days
prior to the earliest date on which the Payer would be obliged to make such
payment of Additional Amounts or withholding if a payment were then due in
respect of the Notes.  In any event,
prior to the publication or mailing of any notice of redemption of the Notes,
the Payer will


 

















 


deliver to the
Trustee (a) an Officers’ Certificate stating that the obligation to pay
Additional Amounts cannot be avoided by the Payer taking reasonable measures
available to it and (b) an Opinion of Counsel of independent tax counsel of
recognized standing to the effect that the circumstances referred to above
exist and otherwise complying with Section 12.05 hereof.  The Trustee will accept such Officers’
Certificate and Opinion of Counsel as sufficient evidence of the satisfaction
of the conditions precedent described above, in which event it will be
conclusive and binding on the Holders.


 


For the
avoidance of doubt, the Payer will not be entitled to redeem the Notes as a
consequence of the announcement or adoption of any EU Directive on the taxation
of savings income relating to the proposal for a Directive on the taxation of
savings income published by the ECOFIN Council on December 31, 2001 or
otherwise implementing the conclusions of the ECOFIN Council meeting of
November 26 and 27, 2000, or any law implementing or complying with, or
introduced in order to conform to, any such Directive.


 


Section 3.09. 
Mandatory Redemption.


 


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


 


Section 3.10.  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, and at the Company’s option, to
all holders of other Debt that is pari passu with the Notes.  The Asset Sale Offer will remain open for a
period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is required by
applicable law (the “Offer Period”).  No later than three Business Days after the termination of the
Offer Period (the “Purchase Date”), the Company shall apply
all Excess Proceeds (the “Offer Amount”)
to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and
other Debt 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, Additional
Amounts 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 3.10 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 only;


 


(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 Business 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 and other pari passu Debt surrendered by
Holders exceeds the Offer Amount, the Company will select the Notes and other pari passu
Debt to be purchased on a pro rata basis based on the principal amount of Notes
and such other pari passu Debt 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, will be purchased); and


 


(9)                                  that Holders whose
Notes were purchased only in part will be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).


 


On or before the Purchase Date, the Company
shall, to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof tendered pursuant to
the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Notes tendered, and shall deliver to the Trustee an Officers’ Certificate
stating that such Notes or portions thereof were accepted for payment by the
Company in accordance with the terms of this Section 3.10.  The Company, the depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
Business 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 3.10, any purchase pursuant to this
Section 3.10 shall be made pursuant to the provisions of Section 3.01 through
3.06 hereof.


 


ARTICLE
4


COVENANTS


 


Section 4.01. 
Payment of Notes.


 


The Company
shall pay or cause to be paid the principal of, premium, if any, interest,  Additional Amounts, if any, and Special
Interest, if any, on the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any,
interest, Additional Amounts, if any, 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 11:00 a.m. New York City time on the due
date, or such other earlier time as may be agreed between the Paying Agent and
the Company, money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, interest
and Additional Amounts, if any, then due. 
The Company will pay all Special Interest, if any, in the same manner,
at the same times and to the same Persons as ordinary interest.


 


The Company
shall pay interest (including post-petition interest in any proceeding under
any Insolvency Law) on overdue principal at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes to the extent lawful;
it will pay interest (including post-petition interest in any proceeding under
any Insolvency Law) on overdue installments of interest, Additional Amounts, if
any, and Special Interest, if any (without regard to any applicable grace
period) at the same rate to the extent lawful.


 


Section 4.02. 
Maintenance of Office or Agency.


 


The Company
shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
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 for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.


 


Section 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 will file with the SEC (and make available to the
Trustee and to the Holders of Notes (without exhibits) without cost to any of
these, within 15 days after filing them with the SEC);


 


(1)                                  within six months
after the end of each fiscal year, annual reports on Form 20-F, or any
successor form containing the information required to be contained therein, or
required in such successor form and including, to the extent permitted under
applicable law and SEC regulations, a U.S. GAAP reconciliation in substantially
the form set out in the Form 20-F of the Company for the year ended December 31,
2001; provided
that such reconciliation shall be made to U.S. GAAP as in effect on
the date of such report or financial information;


 


(2)                                  within 120 days after
the end of each fiscal year, reports on Form 6-K, or any successor form,
attaching (a) audited consolidated financial statements for the Company for
such fiscal year (and for the prior two years), in each case prepared in
accordance with French GAAP including, to the extent permitted under applicable
law and SEC regulations, a U.S. GAAP reconciliation in substantially the form
set out in the Form 20-F of the Company for the year ended December 31,
2001, and (b) the information relating to the Company described in Item 5 of
Form 20-F (i.e., Operating and Financial Review and Prospects (or Management’s
Discussion and Analysis of Financial Condition and Results of Operations));


 


(3)                                  within 75 days after
the end of each of the first three fiscal quarters of each fiscal year, reports
on Form 6-K, or any successor form, attaching (a) unaudited consolidated
financial statements (including a consolidated statement of income,
consolidated balance sheet and consolidated statement of cash flows) for the
Company for such period (and, beginning with the fiscal quarter ending
June 30, 2004, the comparable period reported in the prior year), in each
case, prepared in accordance with French GAAP (as in effect on the date of such
report or financial information) including, to the extent permitted under
applicable law and SEC regulations a U.S. GAAP reconciliation in substantially
the form set out in the Form 6-K of the Company  for the 6-month period ended June 30, 2002; provided
that such reconciliations shall be made to U.S. GAAP as in effect on the date
of such report or financial information and (b) information relating to the
Company described in Item 5 of Form 20-F (i.e., Operating and Financial Review and
Prospects (or Management’s Discussion and Analysis of Financial Condition and
Results of Operations)) in a similar manner to, and to the extent included in,
the Form 6-K of the Company for the 6-month period ended June 30, 2002;


 

















 


(4)                                  promptly, from time
to time, after the occurrence of any event required to be therein reported,
other reports on Form 6-K or any successor form; and


 


(5)                                  promptly, from time
to time, all other information that would be required to be contained in a
report on Form 8-K (as such form is in effect on the Issue Date of the Notes)
if the Company  were required to file
such reports (and such information may be provided in a report on Form 6-K); provided,
however,
that the Company shall not be required to file a report on Form 6-K or 8-K
pursuant to this clause (5) if the information or event that gave rise to the
obligation to file such report is disclosed in a report referred to in clause
(1), (2), (3) or (4) above which is filed within 30 days of the date on which a
report would otherwise have been required to be filed pursuant to this clause
(5);


 


provided
that the Company shall not be obliged to file any reports referred to in
clauses (1) through (5) above with the SEC if the SEC does not permit such
filing, in which event the Company  will
provide such information to the Trustee and Holders of the Notes, in each case
within 15 days after the time the Company would have been required to file such
information with the SEC pursuant to the foregoing.


 


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 a copy of all of the information and reports referred to in clauses
(1) and (2) 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.  The
Company will at all times comply with TIA § 314(a).


 


(b)                       For so long
as any Notes remain outstanding and during any period during which the Company
is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom
pursuant to Rule 12g3-2(b), the Company will furnish to Holders of the Notes
and prospective purchasers of the Notes, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


(c)                        So long as
the Notes are listed on the Luxembourg Stock Exchange, copies of the
information and reports referred to in clauses (a)(1) through (5) will be
available during normal business hours at the offices of the Paying Agent in
Luxembourg.


 


Section 4.04. 
Compliance Certificate.


 


(a)                        The
Company and each Subsidiary Guarantor (to the extent that such Subsidiary
Guarantor is so required under the TIA) 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 and condition 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).


 


(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 material taxes, assessments, and governmental levies 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
and each Subsidiary Guarantor covenant (to the extent that they may lawfully do
so) that they 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 and
such Subsidiary Guarantor (to the extent that they may lawfully do so) hereby
expressly waive all benefit or advantage of any such law, and covenant that
they will not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.


 


Section 4.07.  Restricted
Payments.


 


(a)                        The
Company will not, and will 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 or any Restricted Subsidiary’s Equity Interests
(including, without limitation, any payment in connection with any merger or consolidation
involving the Company or any Restricted Subsidiary) or to the direct or
indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity
Interests in their capacity as such, other than:


 


(x)                                   dividends
or distributions payable in Equity Interests (other than Disqualified Stock) of
the Company; or


 


(y)                                 dividends
or distributions by a Restricted Subsidiary on any class of its Capital Stock
so long as, in the case of any dividend or distribution by a Restricted
Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or
another Restricted Subsidiary of the Company, as the case may be,


 

















 


receives at least its pro rata share of such dividend or
distribution (based on its ownership of the relevant class of Capital Stock);


 


(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 Subordinated Debt, except a payment of interest
or principal at the Stated Maturity thereof (other than (x) intercompany Debt
permitted under Section 4.09(b)(7) hereof and (y) the purchase, repurchase or
other acquisition of such subordinated Debt purchased in anticipation of
satisfying a payment of principal at the Stated Maturity thereof, in each case
within one year of such Stated Maturity); or


 


(4)                                  make
any Restricted Investment (all such payments and other actions set forth in
these 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:


 


(1)                                  no
Default or Event of Default has occurred and is continuing;


 


(2)                                  the
Company could incur at least €1.00 of additional Debt pursuant to Section
4.09(a)) hereof; and


 


(3)                                  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 (2), (3),
(4), (5), (6), (7) and (8) 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
Original 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


 


(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)                                100%
of the fair market value as of the date of issuance of any Equity Interests
(other than Disqualified Stock) issued by the Company as consideration for the
purchase by the Company or any of its Restricted Subsidiaries of all or
substantially all of the assets of, or a majority of the Voting Stock of,
another Permitted Business (including by means of a merger, consolidation or
other business combination permitted under this Indenture), plus


 


(D)                               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


 


(E)                                 to
the extent that any Unrestricted Subsidiary of the Company is redesignated as a
Restricted Subsidiary after the date of this Indenture, the lesser of (i) the
fair market value of the Company’s Investment in such Subsidiary as of the date
of such redesignation or (ii) such fair market value 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 within five months after the date on which a dividend
is publicly announced by the Board of Directors of the Company, if at the date
of announcement the dividend payment would have complied with the provisions of
this Indenture;


 


(2)                                  the
redemption, repurchase, retirement, defeasance or other acquisition of any
Subordinated Debt of the Company or any Restricted Subsidiary or of any Equity
Interests of the Company or any Restricted Subsidiary in exchange for, or out
of the net cash proceeds of the substantially concurrent sale (other than to a
Restricted Subsidiary of the Company) 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
redemption, repurchase, retirement, defeasance or other acquisition shall be
excluded from Section 4.07(a)(3)(B) hereof;


 


(3)                                  the
defeasance, redemption, repurchase or other acquisition of Subordinated Debt of
the Company or any Restricted Subsidiary with the net cash proceeds from an
incurrence of Permitted Refinancing Debt;


 


(4)                                  so
long as no Default or Event of Default shall have occurred and be continuing,
the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company
from employees, former employees, directors or former directors of the Company
or any of its Subsidiaries or their authorized representatives upon the death,
disability or termination of the employment of such employees or former
employees or termination of the term of such director or former director; provided that the aggregate price paid for
all such


 

















 


repurchased, redeemed, acquired or retired
Equity Interests may not exceed €3 million in any twelve-month period;


 


(5)                                  the
declaration and payment of dividends to holders of any class or series of
Disqualified 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;


 


(6)                                  so
long as no Default or Event of Default shall have occurred and be continuing,
the payment of dividends to holders of the Company’s common stock in respect of
the fiscal year ended December 31, 2002; provided
that any such dividends paid pursuant to this clause (6) shall not exceed the
amount publicly announced by the Company’s Board of Directors on
February 5, 2003;


 


(7)                                  payment
of any Receivables Fees; or


 


(8)                                  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 (8), not to exceed €40
million, with no more than €20 million to be paid in any one fiscal year.


 


(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 asset(s) 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 more than €10 million and less than or equal to €50
million, by a Senior Financial Officer of the Company and set forth in a
certificate to the Trustee from such Officer, and (b) in the case of assets or
securities valued at more than €50 million, by the Company’s Board of Directors
(whose resolution with respect thereto will be final and binding) and set forth
in an Officers’ Certificate delivered to the Trustee.


 


Section 4.08. 
Dividend and Other Payment
Restrictions Affecting Subsidiaries.


 


(a)                        The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or 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 to
make required payments in respect thereof; or


 


(3)                                  transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries.


 


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


 

















 


(1)                                  agreements
in effect on the date of this Indenture, including the Credit Facilities, and
any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of those agreements and any new
agreements, provided that the
encumbrances or restrictions contained in any such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements,
refinancings or new agreements, taken as a whole, are not materially more
restrictive than the encumbrances or restrictions contained in agreements in
place on the date of this Indenture;


 


(2)                                  (A)
this Indenture, the Euro Notes Indenture and the Senior Subordinated Notes
Indentures; (B) the Original Notes and any Exchange Notes with respect thereto;
(C) the Euro Notes and any Euro Exchange Notes; (D) the Senior Subordinated
Notes and any Senior Subordinated Exchange Notes; and (E) any Guarantee by a
Subsidiary Guarantor of any such note referred to under clause (B), (C) or (D)
of this clause (2);


 


(3)                                  any
applicable law, rule, regulation or order;


 


(4)                                  any
instrument governing Debt or Capital Stock of a Person acquired by the Company
or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Debt 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, increases,
supplements, refundings, replacements or refinancings of those instruments,
provided that the encumbrances or restrictions contained in any such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings, taken as a whole, are not materially
more restrictive than the encumbrances or restrictions contained in 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 and consistent with past practices;


 


(6)                                  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;


 


(7)                                  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;


 


(8)                                  Permitted
Refinancing Debt, provided that the restrictions contained in the agreements
governing such Permitted Refinancing Debt, taken as a whole, are not materially
more restrictive than those contained in the agreements governing the Debt
being refinanced;


 

















 


(9)                                  Liens
securing Debt 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;


 


(10)                            customary
provisions with respect to the disposition or distribution of assets or
property in joint venture agreements, asset sale agreements, stock sale
agreements and other similar agreements entered into in the ordinary course of
business;


 


(11)                            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


 


(12)                            restrictions
created in connection with any Receivables Facility that, in the good faith
determination of the Board of Directors, are necessary or advisable to effect
such Receivables Facility.


 


Section 4.09.  Incurrence of Debt and Issuance of
Preferred Stock.


 


(a)                        The
Company will not, and will 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 Debt
(including Acquired Debt), and the Company will not issue any Disqualified
Stock and will not permit any of its Restricted Subsidiaries to issue any
shares of preferred stock; provided, however,
that (1) the Company may incur Debt (including Acquired Debt) or issue
Disqualified Stock, 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 Debt
is incurred or such Disqualified Stock is issued would have been at least 2.25
to 1 determined on a pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Debt had been incurred or the
Disqualified Stock had been issued, as the case may be, at the beginning of
such four-quarter period, and (2) at any time when a Restricted Subsidiary is a
Subsidiary Guarantor that has Guaranteed Debt of the Company, any incurrence of
Debt by the Company permitted by the preceding clause (1) may be incurred by
any such Subsidiary Guarantor.


 


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


 


(1)                                  the
incurrence by the Company or any of its Restricted Subsidiaries (and the
Guarantee thereof by any Restricted Subsidiary or the Company, as applicable)
of Debt and letters of credit under Credit Facilities in an aggregate principal
amount at any one time outstanding under this clause (1) (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), not to
exceed €1.3 billion, less the aggregate amount of all Net Proceeds of Asset
Sales applied by the Company or any of its Restricted Subsidiaries since the
date of issuance of the Notes to repay any Debt under the Credit Facilities
pursuant to Section 4.10(b);


 

















 


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


 


(3)                                  the
incurrence by the Company, and the Guarantee of any Subsidiary Guarantor, of
Debt represented by (A) the Original Notes and any Exchange Notes with respect
thereto; (B) the Euro Notes and any Euro Exchange Notes; and (C) the Senior
Subordinated Notes and any Senior Subordinated Exchange Notes;


 


(4)                                  the
incurrence by the Company or any of its Restricted Subsidiaries of Debt
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 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 the business of the Company or such Restricted Subsidiary, in
an aggregate principal amount at any time outstanding, including all Permitted
Refinancing Debt incurred to refund, refinance or replace any Debt incurred
pursuant to this clause (4), not to exceed 5% of the Consolidated Net Tangible
Assets of the Company and its Restricted Subsidiaries;


 


(5)                                  the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Debt in exchange for, or the net proceeds of which are used to
refund, refinance or replace Debt (other than intercompany Debt) that was
permitted by this Indenture to be incurred under Section 4.09(a) or clauses
(2), (3), (4), (5) or (14) 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
Debt between or among the Company and any of its Restricted Subsidiaries; provided, however, that:


 


(A)                              if
the Company or a Subsidiary Guarantor is the obligor on such Debt, such Debt
must be expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the Notes or the Guarantee of the Subsidiary
Guarantor, as the case may be; and


 


(B)(i)                     any
subsequent issuance or transfer of Equity Interests that results in any such
Debt 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 Debt to a Person
that is not either the Company or a Restricted Subsidiary of the Company will
be deemed, in each case, to constitute an incurrence of such Debt by the
Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (7);


 

















 


(8)                                  the
issuance of shares of preferred stock by a Restricted Subsidiary to the Company
or another Restricted Subsidiary; provided
that any subsequent issuance or transfer of any Capital Stock or any other
event which, in either case, results in any such Restricted Subsidiary 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:


 


(A)                              Hedging
Obligations incurred in the ordinary course of business and not for speculative
purposes; and


 


(B)                                Debt
in respect of performance, surety or appeal bonds provided in the ordinary
course of business;


 


(10)                            the
Guarantee by the Company or any of its Restricted Subsidiaries of Debt of the
Company or a Restricted Subsidiary of the Company that was permitted to be
incurred by another provision of this Section 4.09;


 


(11)                            the
incurrence by the Company or any of its Restricted Subsidiaries of Debt
represented by letters of credit for the account of the Company or such
Restricted Subsidiary, as the case may be, in order to provide security for
workers’ compensation claims, environmental remediation or other environmental
matters or payment obligations in connection with self-insurance or similar
requirements, in each case to the extent arising in the ordinary course of
business;


 


(12)                            the
incurrence by the Company or a Restricted Subsidiary of Debt to the extent the
net proceeds thereof are promptly deposited to defease Notes as described in
Article 8 hereof;


 


(13)                            the
incurrence by the Company or any of its Restricted Subsidiaries of Debt 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 such Debt is extinguished within 10 days
of occurrence; and


 


(14)                            the
incurrence by the Company or any of its Restricted Subsidiaries of additional
Debt or the issuance of Disqualified Stock by the Company or preferred stock by
any Restricted Subsidiary in an aggregate principal amount or liquidation
preference (or accreted value, as applicable) at any time outstanding,
including all Permitted Refinancing Debt incurred to refund, refinance or
replace any Debt incurred pursuant to this clause (14), not to exceed €125
million.


 


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


 


(1)                                  in
the event that an item of proposed Debt meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (14) of Section
4.09(b), or is entitled to be incurred pursuant to Section 4.09(a) hereof, the


 

















 


Company will be permitted to classify such
item of Debt on the date of its incurrence, or, subject to Section 4.09(c)(2)
below, later reclassify all or a portion of such item of Debt, in any manner
that complies with this Section 4.09;


 


(2)                                  Debt
under Credit Facilities outstanding on the date of this Indenture will be
deemed to have been incurred on such date in reliance on the exception provided
by clause (1) of the definition of Permitted Debt and the Company shall not be
permitted to reclassify any portion of such Debt thereafter;


 


(3)                                  the
outstanding principal amount of any particular Debt shall be counted only once
and any obligations arising under any guarantee, Lien, letter of credit or
similar instrument supporting such Debt shall not be double counted;


 


(4)                                  the
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Debt in the form of additional Debt with the
same terms, and the payment of dividends on Disqualified Stock in the form of
additional shares of the same class of Disqualified Stock will not be deemed to
be an incurrence of Debt or an issuance of Disqualified 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;


 


(5)                                  for
purposes of determining compliance with any euro-denominated restriction on the
incurrence of Debt, the euro-equivalent principal amount of Debt denominated in
a non-euro currency shall be calculated based on the relevant currency exchange
rate in effect on the date such Debt is incurred, in the case of term Debt, or
first committed, in the case of revolving credit Debt; provided that if such Debt
is incurred to refinance other Debt denominated in a non-euro currency, and
such refinancing would cause the applicable euro-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the
date of such refinancing, such euro-denominated restriction shall be deemed not
to have been exceeded so long as the principal amount of such refinancing Debt
does not exceed the principal amount of such Debt being refinanced.  The principal amount of any Debt incurred to
refinance other Debt, if incurred in a different currency from the Debt being
refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such Permitted Refinancing Debt is denominated that
is in effect on the date of such refinancing; and


 


(6)                                  the
maximum amount of Debt 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 Debt, due solely to the result of fluctuations in the
exchange rates of currencies.


 


Section 4.10.  Asset Sales.


 


(a)                        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 less than or equal to €50 million,
by a Senior Financial Officer of the Company; and (b) in the case of Asset
Sales for aggregate consideration in excess of €50 million, by the Company’s
Board of Directors; 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 Replacement Assets, or a
combination of both, provided, however, that such percentage in
respect of a particular Asset Sale may be less than 75% so long as at least 75%
of the consideration received in such Asset Sale by the Company or such
Restricted Subsidiary, when taken together with the aggregate consideration
received by the Company and its Restricted Subsidiaries with respect to all
other Asset Sales during (A) the twelve-month period immediately preceding the
date of such Asset Sale or (B) if shorter, the period beginning on the Issue
Date and ending on the date of the Asset Sale, is in the form of cash or
Replacement Assets, or a combination of both. 
For purposes of this provision, each of the following will be deemed to
be cash:


 


(i)                                     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
releases the Company or such Restricted Subsidiary from further liability or
with respect to which the transferee has granted a full and complete indemnity
to the Company or such Restricted Subsidiary;


 


(ii)                                  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; and


 


(iii)                               Cash
Equivalents.


 


(b)                       Within 365
days after the receipt of any Net Proceeds from an Asset Sale, the Company or
any Restricted Subsidiary may apply such Net Proceeds:


 


(1)                                  to
repay (or repurchase) any Debt of the Company or a Restricted Subsidiary other
than Subordinated Debt;


 


(2)                                  to
acquire all or substantially all of the assets of, or a majority of the Voting
Stock of, another Permitted Business (including by means of a merger,
consolidation or other business combination permitted under this Indenture);


 


(3)                                  to
make a capital expenditure; or


 

















 


(4)                                  to
acquire other long-term assets that are used or useful in a Permitted Business.


 


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.”
When the aggregate amount of Excess Proceeds exceeds €30 million, the Company
will, within 30 days, make an Asset Sale Offer to all Holders of Notes and, at
the Company’s option, to all holders of other Debt that is pari passu with the Notes, in accordance
with Section 3.10 hereof, to purchase the maximum principal amount of Notes and
such other pari passu Debt that
may be purchased out of the 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 and
Additional Amounts, 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,
the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Debt tendered
into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Excess
Proceeds will be allocated by the Company to the Notes and such other pari passu Debt
on a pro
rata basis (based upon the respective principal amounts of the Notes
and such other pari passu Debt tendered into such Asset Sale Offer) and the
portion of each Note to be purchased will be thereafter determined on a pro rata
basis among the holders of such Notes with appropriate adjustments such that
the Notes may only be purchased in integral multiples of $1,000, as
applicable.  Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 


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 Section 3.10 or 4.10 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under those provisions of this Indenture by
virtue of such conflict.


 


Section 4.11.  Transactions
with Affiliates.


 


(a)                        The
Company will not, and will 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, understanding,
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 €10 million and
less than or equal to €50 million, a certificate of a Senior Financial Officer
of the Company and one member of the executive committee of the Board of
Directors of the Company other than such Senior Financial Officer 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 €50 million, (i) a
resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying 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 accounting, appraisal or investment
banking firm of international standing.


 


(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)                                  payment
of reasonable fees to directors who are not otherwise employees of the Company;


 


(4)                                  Restricted
Payments that are permitted by Section 4.07 hereof;


 


(5)                                  loans
or advances to employees or consultants in the ordinary course of business of
the Company or its Restricted Subsidiaries;


 


(6)                                  sales
of accounts receivable, or participations therein, in connection with any
Receivables Facility;


 


(7)                                  purchases
from and sales to joint venture entities existing on the Issue Date of
chemicals and products in the ordinary course of business, so long as such
purchases and sales are on terms which, taken as a whole, are no less favorable
to the Company or the Relevant Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and


 

















 


(8)                                  transactions
pursuant to or contemplated by any agreement of the Company or any Restricted
Subsidiary as in effect as of the Issue Date 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 Issue Date.


 


Section 4.12. 
Liens.


 


The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, assume or suffer to exist any Lien (other than
Permitted Liens) on any asset now owned or hereafter acquired to secure Debt,
Attributable Debt or other obligations, unless all payments due under this
Indenture and the Notes or any Subsidiary Guarantor’s Guarantee of the Notes,
as the case may be, 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
material 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
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 of a Change of Control, the Company will 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) 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, Special Interest, if any, and
Additional Amounts, if any, on the Notes repurchased to the date of purchase
(the “Change of
Control Payment”). Within 30 days following any Change of
Control (except that


 

















 


in the case of
a Change of Control pursuant to clause (4) of the definition of Change of
Control such period will be 60
days), 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 properly tendered pursuant to such Change of Control Offer will
be accepted for purchase;


 


(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 properly tendered will remain outstanding and 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 or, if and for so long as the
Notes are listed on the Luxembourg Stock Exchange, the Paying Agent located in
Luxembourg, prior to the close of business on the third Business Day preceding
the Change of Control Payment Date; provided, however, that in relation to any
Book Entry Interest, a holder of such Book Entry Interests may exercise its
option to have such Book Entry Interest purchased through the facilities of the
Depositary, subject to its rules and regulations;


 


(6)                                  that
Holders will be entitled to withdraw their tendered Notes and their election to
require the Company to purchase such Notes if the Paying Agent receives, not
later than the close of business on the last 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 tendered
for purchase, and a statement that such Holder is withdrawing his election to
have such Notes purchased; and


 


(7)                                  if
applicable, that a Holder whose Definitive Registered Notes are being purchased
in part will be issued new Definitive Registered 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.


 


If and for so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of that exchange so require, the Company will publish a
copy of such notice in a leading newspaper of general circulation in Luxembourg
(which is expected to be the Luxemburger Wort).


 


The Company
will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations, including any securities laws of
Luxembourg, to the extent those laws and regulations are applicable in
connection with the repurchase of the


 

















 


Notes as a
result of a Change in 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 Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and


 


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


 


The 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.  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 and send a copy of such
announcement to the Luxembourg Stock Exchange, if and for so long as the Notes
are listed on the Luxembourg Stock Exchange and the rules of that exchange so
require.


 


(c)                        Prior to a
Suspension Event, the provisions described above in this Section 4.15 that require
the Company to make a Change of Control Offer following a Change of Control
will be applicable whether or not any other provisions of this Indenture are
applicable.


 


(d)                       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.


 


(e)                        Prior to
compliance with any of the provisions of this Section 4.15, the Company shall
take such steps necessary in respect of other Debt agreements so that it will
be able to make the Change of Control Offer required by this Section 4.15.


 


Section 4.16. 
Limitation on Sale and
Leaseback Transactions.


 


(a)                        Prior to a
Suspension Event and at any time that a Suspension Event is not continuing, the
Company will not, and will 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)                                  the
Company or that Restricted Subsidiary, as applicable, could have (a) incurred
Debt in an amount equal to the Attributable Debt relating to such Sale and
Leaseback Transaction under Section 4.09(a) hereof and (b) incurred a Lien to
secure such Debt pursuant to Section 4.12 hereof;


 


(2)                                  the
gross cash proceeds of that Sale and Leaseback Transaction are at least equal
to the fair market value, as determined in good faith by the Board of Directors
of the Company and set forth in an Officers’ Certificate delivered to the
Trustee, of the property that is the subject of that Sale and Leaseback
Transaction; 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.


 


(b)                       During the
continuation of a Suspension Event, the Company will not, and will not permit
any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction
involving any Principal Property, except for any Sale and Leaseback Transaction
involving a lease not exceeding three years, unless:


 


(1)                                  the
Company or that Restricted Subsidiary, as applicable, would be entitled to
incur Debt secured by a Lien on that Principal Property without equally and
ratably securing the Notes;


 


(2)                                  an
amount equal to the Attributable Debt of the Sale and Leaseback Transaction is
applied within 180 days to:


 


(A)                              the
voluntary retirement of any of Debt of the Company or any Restricted Subsidiary
maturing more than one year after the date incurred, and which is pari passu in right of payment with the
Notes; or


 


(B)                                the
purchase of other property that will constitute Principal Property having a
value at least equal to the net proceeds of the sale; or


 


(3)                                  the
Company or that Restricted Subsidiary, as applicable, delivers to the Trustee
for cancellation Notes in an aggregate principal amount at least equal to the
net proceeds of the sale.


 


(c)                        Notwithstanding
anything to the contrary in this Section 4.16, after a Suspension Event, the
Company may enter into Sale and Leaseback Transactions that would not otherwise
be permitted under the limitations described in Section 4.16(b) above, provided that the sum of the aggregate
amount of all Debt of the Company and its Restricted Subsidiaries that is
secured by Liens on any properties or assets of the Company and any Restricted
Subsidiaries (other than (1) Debt secured solely by Permitted Liens, (2) Debt
that is secured equally and ratably with (or on a basis subordinated to) the
Notes and (3) the Notes) and the aggregate amount of all Attributable Debt of
the Company and its Restricted Subsidiaries with respect to all Sale and
Leaseback Transactions outstanding at such time (other than Sale and Leaseback
Transactions permitted by Section 4.16(b) above), would not exceed 5.0% of the
Consolidated Net Tangible Assets of the Company and its Restricted
Subsidiaries.


 

















 


Section 4.17. 
Payments for Consent.


 


The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, pay or cause to be paid any consideration to or for the benefit
of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid 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 of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.


 


Section 4.19. 
[Reserved].


 


Section 4.20.  Additional
Amounts.


 


All payments
made by a Payer on the Notes will be made without withholding or deduction for,
or on account of, any taxes, assessments or other governmental charges unless
the withholding or deduction of such taxes is then required by law. If any
deduction or withholding for, or on account of, any taxes, assessments or other
governmental charges imposed by (1) the jurisdiction where such Payer is
organized or otherwise considered to be a resident for tax purposes,
(2) any jurisdiction from or through which the Payer makes a payment on
the Notes or (3) any political subdivision or governmental authority of
any of the foregoing having the power to tax (the “Relevant
Tax Jurisdiction”) will at any time be required in respect of
any payments under the Notes, the Payer will pay (to the extent lawful) to each
Holder of a Note such additional amounts (“Additional Amounts”)
as may be necessary in order that the net amounts paid to such Holder will be
not less than the amounts which such Holder would have received in respect of
such payments in the absence of such withholding or deduction; provided, that the Payer will not be
required to make any payment of Additional Amounts for or on account of:


 


(1)                                  any
tax, assessment or other governmental charge which would not have been imposed
but for (a) the existence of any present or former connection between such
Holder or beneficial owner and the Relevant Tax Jurisdiction, including such
Holder or beneficial owner being or having been a citizen or resident thereof
or being or having been present or engaged in trade or business therein or
having or having had a permanent establishment therein, but excluding, in each
case, any connection arising solely from the


 

















 


acquisition, ownership or disposition of such
Notes or the receipt of any payment in respect thereof or the exercise or
enforcement of any rights under the Indenture or the Notes or (b) the
presentation of a Note (where presentation is required) for payment on a date
more than 30 days after (i) the date on which such payment became due
and payable or (ii) the date on which payment thereof is duly provided
for, whichever occurs later;


 


(2)                                  any
estate, inheritance, gift, sales, excise, transfer, personal property or
similar tax, assessment or other similar governmental charge;


 


(3)                                  any
tax, assessment or other governmental charge which is payable otherwise than by
withholding or deduction from payment of (or in respect of) principal, premium
or interest on the Notes;


 


(4)                                  any
tax, assessment or other governmental charge that is imposed or withheld by
reason of the failure by the Holder or the beneficial owner of the Note to
comply with a written request of the Payer addressed or otherwise provided to
the Holder (and made at a time which would enable the Holder and/or beneficial
owner acting reasonably to comply with that request) to provide certification,
information, documents or other evidence concerning the nationality, residence
or identity of the Holder or such beneficial owner, or to make any declaration
or similar claim relating to such matters, which is required by a statute,
regulation or administrative practice of the Relevant Tax Jurisdiction as a
precondition to exemption from all or part of such tax, assessment or other
governmental charge;


 


(5)                                  except
in the case of the liquidation, dissolution or other winding-up of the Payer,
any tax, assessment or other governmental charge which would not have been
imposed but for the presentation of a Note for payment (where presentation is
required) in the Relevant Taxing Jurisdiction (unless by reason of the Payer’s
actions, presentment could not have been made elsewhere);


 


(6)                                  any
tax, assessment or other governmental charge which is imposed on a payment to
an individual and is required to be made pursuant to any EU Directive on the
taxation of savings income relating to the proposal for a Directive on the
taxation of savings income published by the ECOFIN Council on December 13,
2001 or otherwise implementing the conclusions of the ECOFIN Council meeting of
November 26 and 27, 2000 or any law implementing or complying with, or
introduced in order to conform to, any such Directive;


 


(7)                                  any
tax, assessment or other governmental charge which could have been avoided by
the presentation (where presentation is required) of the relevant Note to
another Paying Agent; or


 


(8)                                  any
combination of the above.


 


Such
Additional Amounts will also not be payable where, had the beneficial owner of
a Note been a Holder, it would not have been entitled to payment of Additional
Amounts by reason of clauses (1) to (8) inclusive above.


 

















 


If the Payer
will be obligated to pay Additional Amounts with respect to any payment made on
the Notes, the Payer will provide the Trustee and the Principal Paying Agent at
least 30 days prior to the date of that payment (unless the obligation to
pay Additional Amounts arises after the 30th day prior to that
payment date, in which case the Payer shall notify the Trustee promptly
thereafter) an Officers’ Certificate stating the fact that Additional Amounts
will be payable and the amount so payable and such other information necessary
to enable the Paying Agents to pay Additional Amounts to Holders on the
relevant payment date. The Payer will provide the Trustee with documentation
reasonably satisfactory to the Trustee evidencing the payment of Additional
Amounts.


 


Upon request,
the Payer will use all reasonable efforts to provide the Trustee with the
official acknowledgement of the Relevant Tax Jurisdiction (or a certified copy
thereof) evidencing the payment of the withholding taxes by the Payer. Copies
of such documentation will be made available to the Holders or the Paying
Agents, as applicable, upon written request therefor.


 


The Payer will
pay all stamp, transfer, court or documentary taxes, or any other excise or
property taxes, charges or similar levies or taxes which arise from the
execution, delivery or registration of the Notes, the initial resale thereof by
the Initial Purchasers and the enforcement of this Indenture, the Notes and/or
any related agreement following the occurrence of an Event of Default.


 


All references
in this Indenture to payment of principal, premium, interest and Special
Interest on the Notes shall be deemed to include Additional Amounts payable by
the Payer in respect of such principal, premium and such interest.


 


Section 4.21. 
Limitations on Issuances
of Guarantees of Debt.


 


(a)                        The
Company will not permit any Restricted Subsidiary to, directly or indirectly,
Guarantee any Debt of the Company (other than
the granting by such Restricted Subsidiary of a Permitted Lien under
circumstances which do not otherwise constitute the Guarantee of Debt of the
Company) unless such Restricted Subsidiary simultaneously executes and delivers
to the Trustee a supplemental indenture substantially in the form of Exhibit D
hereto providing for the Guarantee of payment of the Notes by such Restricted
Subsidiary which Guarantee shall be senior to or pari passu with such
Subsidiary’s Guarantee of such other Debt. 
Upon the execution and delivery of such supplemental indenture, such
Restricted Subsidiary shall become a Subsidiary Guarantor.  Each Guarantee will be limited to an amount
not to exceed the maximum amount that can be Guaranteed by that Restricted
Subsidiary without rendering the Guarantee, as it relates to such Restricted
Subsidiary, illegal or voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.


 


(b)                       Notwithstanding
the foregoing, any Guarantee of the Notes created pursuant to the provisions
described in the foregoing paragraph shall provide by its terms that it shall
be automatically and unconditionally released and discharged upon (1) such
Subsidiary ceasing to be a Restricted Subsidiary (including as a result of any
sale, exchange or transfer, to any Person, of all of the Company’s Capital
Stock in, or all or substantially all the assets of, such Restricted


 

















 


Subsidiary)
pursuant to the Indenture or (2) the release by the holders of the Debt of the
Company described in paragraph (a) of this Section 4.21 of their guarantee by
such Restricted Subsidiary (including any deemed release upon payment in full
of all obligations under such Debt), at a time when (i) no other Debt of the
Company has been guaranteed by such Restricted Subsidiary; or (ii) the holders
of all such other Debt which is guaranteed by such Restricted Subsidiary also
release their Guarantee by such Restricted Subsidiary (including any deemed
release upon payment in full of all obligations under such Debt) and, in either
such case, such Restricted Subsidiary is not obligated in respect of any Debt
incurred by such Restricted Subsidiary under clause (2) of the proviso of
Section 4.09(a).  This Section will not
apply to any Guarantees or pledges of assets existing on the date of this
Indenture.


 


(c)                        If and for
so long as the Notes are listed on the Luxembourg Stock Exchange and the rules
of that exchange so require, the Company will publish notice of the release of
or the granting of such Guarantee in Luxembourg in the manner described in
Section 12.02 of the Indenture, send a copy of such notice to the Luxembourg
Stock Exchange and, in the case of the granting of a new Guarantee, deposit a
copy of such Guarantee with the Luxembourg Stock Exchange and the Paying Agent
at its office in Luxembourg.


 


Section 4.22.  Suspension of 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 “Suspension Event”),
then, beginning on that day and continuing until such time, if any, at which
the Notes cease to have an Investment Grade Rating from either of the Rating
Agencies, Sections 3.10, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.15, 4.16(a),
4.17, 4.21 and Section 5.01(a)(4)) hereof shall no longer be applicable to the
Notes.


 


Such covenants
will again apply according to their terms from the first day on which a
Suspension Event ceases to be in effect. 
Such covenants will not, however, be of any effect with regard to
actions of the Company properly taken during the continuance of the Suspension
Event, and Section 4.07 will be interpreted as if it had been in effect since
the date of this Indenture except that no Default will be deemed to have
occurred solely by reason of a Restricted Payment made while Section 4.07 was
suspended.


 


ARTICLE
5


SUCCESSORS


 


Section 5.01.  Merger, Consolidation, or Sales of
Assets.


 


(a)                        The
Company will 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 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 or other
disposition has been made is organized or existing under the laws of any state
which is a member of the European Union, Canada, the United States of America
or 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
or other disposition has been made assumes all the obligations of the Company
under the Notes, this Indenture and the Registration Rights Agreement
(including the obligation to pay Additional Amounts, if any, in its Relevant
Tax Jurisdiction) pursuant to a supplemental indenture in form reasonably
satisfactory to the Trustee;


 


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


 


(4)                                  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 or other disposition has been made 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 €1.00 of additional Debt
pursuant to Section 4.09(a) hereof.


 


(b)                       Notwithstanding
Section 5.01(a)(4) hereof, if (1) any Restricted Subsidiary consolidates with,
merges into or transfers all or substantially all of its properties and assets
to the Company or to any other Restricted Subsidiary of the Company, or (2) the
Company merges with an Affiliate owned 100% (other than directors’ qualifying
shares) by a Parent Company of the Company organized solely for the purpose of
incorporating the Company in any state which is a member of the European Union,
Canada or the United States of America or any State thereof, or the District of
Columbia to realize tax or other benefits so long as the amount of Debt of the
Company and its Restricted Subsidiaries is not increased thereby, and so long
as the Company or its successor shall not, as a result of such transaction, be
required to pay Additional Amounts, 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.


 


(c)                        The
Company may not, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any other
Person.  Except for Section
5.01(a)(1)(B) hereof, this Section 5.01 will not apply to a sale, assignment,
transfer, conveyance or other disposition of assets between or among the
Company and its Restricted Subsidiaries.


 

















 


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 Person 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
Person 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)                                  default
for 30 days in the payment when due of interest on, or Additional Amounts or
Special Interest with respect to, the Notes;


 


(2)                                  default
in the payment when due 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 4.15 or 5.01 hereof;


 


(4)                                  failure
by the Company or any of its Restricted Subsidiaries for 60 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding (a copy of which notice from the
Holders shall be delivered to the Trustee) to comply with any of the other
agreements in the Indenture;


 


(5)                                  a
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Debt for money
borrowed by the Company or any of its Significant Subsidiaries (or the payment
of which is guaranteed by the Company or any of its Significant Subsidiaries),
whether such Debt 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 Debt after the expiration of the grace period provided in such Debt on the
date of such default (a “Payment Default”); or


 


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


 


and, in each case, the principal amount of
any such Debt, together with the principal amount of any other such Debt under
which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates €35 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 Significant Subsidiaries to pay final,
non-appealable judgments aggregating in excess of €35 million, which judgments
are not paid, discharged or stayed for a period of 60 days;


 


(7)                                  any
Guarantee of the Notes required by the Indenture ceases to be in full force and
effect (except as contemplated by the terms thereof) or any Subsidiary
Guarantor or Person acting by or on behalf of such Subsidiary Guarantor denies
or disaffirms such Subsidiary Guarantor’s obligations under such Guarantee and
such Default continues for 30 days after receipt of the notice specified in
Section 6.01(b) of this Indenture;


 


(8)                                  (A)  The Company or any Significant Subsidiary stops or
suspends, or threatens or announces an intention to stop or suspend, payment of
its debts;


 


(B)                                The
Company or any Significant Subsidiary is, for the purpose of any applicable
law, deemed to be unable, or admits its inability, to pay its debts as they
fall due (state of “cessation des paiements”) or becomes insolvent (on a going
concern or balance sheet basis) or a moratorium is declared in relation to any
of its debt;


 


(C)                                Any
order is made, any resolution is passed or any other action is taken with the
view of the declaration of suspension of payments (déclaration
de cessation des paiements), protection from creditors or bankruptcy
of the Company or any
Significant Subsidiary;


 


(9)                                  (A)  A judicial administrator or liquidator (administrateur
judiciaire or liquidateur judiciaire), or any similar officer is
appointed over or in relation to, all or any part of the assets of the Company
or any Significant Subsidiary;


 


(B)                                A petition is presented or an application is made whether
by the Company or any Significant Subsidiary or by any other Person (including
a creditor or the public prosecutor) for the purpose of commencing
reorganisation or liquidation proceedings (procédure
de redressement ou de liquidation judiciaire) against the Company or
any Significant Subsidiary or appointing a judicial administrator or liquidator
(administrateur judiciaire or liquidateur judiciaire) or any other
similar officer of, or for the making of an administration order in relation to
the Company or any


 

















 


Significant
Subsidiary and such petition or application, if it was made by a Person other
than the Company or such Significant Subsidiary, is not withdrawn or discharged
within 40 days.


 


(C)                                The Company or any Significant Subsidiary incorporated in
France is the object of a judgement declaring its reorganisation or liquidation
(redressement judiciaire or liquidation judiciaire) or  is subject to a plan for the transfer of
the whole or any material part of its business;


 


(10)                            The
Company or any Significant Subsidiary incorporated in France enters into a règlement
amiable (amicable settlement of its debts) within the meaning of
Article L. 611-3 of the French Commercial Code;


 


(11)                            (A)  Any meeting of the Company or a Significant
Subsidiary is convened for the purpose of considering any resolution for (or to
petition for) its dissolution or the Company or any Significant Subsidiary
passes such a resolution;


 


(B)                                A petition is presented for the dissolution of
the Company or any Significant Subsidiary or an order is made for the
dissolution of the Company or any Significant Subsidiary; or


 


(12)                            There
occurs in relation to the Company
or any Significant Subsidiary or any of its assets in any country or
territory in which it is incorporated or carries on business or to the
jurisdiction of whose courts it or any of its assets is subject any event corresponding
in that country or territory with any of those mentioned in clauses (8) through
(11) (inclusive) of this Section 6.01.


 


(b)                       A Default
under clause (4) or (7) above will not be an Event of Default until the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding notify the Company of the Default and the Company does not cure
such Default within the time specified after receipt of such notice.  Such notice must specify the Default and
state that it is a “Notice of Default”. 
Any such notice given by Holders shall also be given to the Trustee.


 


Section 6.02. 
Acceleration.


 


In the case of
an Event of Default specified in clause (8) through (12) of Section 6.01(a)
hereof, with respect to the Company or any of its Significant 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 by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
amount shall become immediately due and payable.


 


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, Additional Amounts, 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, in its own name or as
trustee of an express trust, any available remedy to collect the payment of
principal, premium, Additional Amounts 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.  All rights and remedies of the
Trustee or the Holders are cumulative to the extent permitted by law and may be
exercised from time to time.


 


Section 6.04. 
Waiver of Past Defaults.


 


Except as
otherwise provided in Section 6.02, 6.07 and 9.02, Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium, Additional Amounts and Special Interest, if any, or interest on, the
Notes.  Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


Section 6.05. 
Control by Majority.


 


Holders of a
majority in principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or that the Trustee
determines in good faith may be unduly prejudicial to the rights of other
Holders of Notes or that may involve the Trustee in personal liability.


 


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 reasonably satisfactory to the Trustee against any loss,
liability or expense to be incurred in compliance with such request;


 


(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 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 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, Additional Amounts, if any, and Special
Interest, if any, and interest on the Note, on or after the respective due
dates expressed or provided for 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, Additional Amounts, if any, and Special Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


Section 6.09. 
Trustee May File Proofs of
Claim.


 


The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders of the Notes allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and 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 out of such estate 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, Additional Amounts 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, Additional Amounts 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 a 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.


 


Section 6.12. 
Restoration of Rights and
Remedies.


 


If the Trustee
or any Holder has instituted a proceeding to enforce any right or remedy under
the Indenture and the proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to the Holder, then,
subject to any determination in the proceeding, the Company, the Trustee and
the Holders will be restored severally and


 

















 


respectively
to their former positions hereunder and thereafter all rights and remedies of
the Company, the Trustee and the Holders will continue as though no such
proceeding has been instituted.


 


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) (1) 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
6.05 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 otherwise incur any financial liability in the performance of its
duties hereunder, or in the exercise of its rights or powers, unless it
receives indemnity satisfactory to it against any loss, liability or expense.


 


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


 


Section 7.02. 
Rights of Trustee.


 


(a)                        In the
absence of bad faith on its part, 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.  Subject to paragraph (b)(2) of Section 7.01
above, 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 covering such matters as it shall reasonably
request.  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 agent or attorney 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  and any resolution of
the Board of Directors of any Person shall be sufficiently evidenced if certified
by the Secretary or Assistant Secretary or other appropriate officer thereof to
have been duly adopted and to be in full force and effect.


 


(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.


 


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 within the meaning of TIA §310(b) it must eliminate such conflict
within 90


 

















 


days, apply to
the SEC for permission to continue as trustee or resign.  In determining whether the Trustee has a
conflicting interest as defined in TIA Section 310(b), the Euro Notes Indenture
shall be excluded from the operation of TIA Section 310(b)(1).  Any Agent may do the same with like rights
and duties.  The Trustee is also subject
to Section 7.10 and 7.11 hereof.


 


Section 7.04. 
Trustee’s Disclaimer.


 


The Trustee
will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it 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, Additional Amounts 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.  The Trustee shall not be charged with notice
or knowledge of any Default or Event of Default unless a Responsible Officer of
the Trustee shall have actual knowledge thereof or the Trustee shall have
received written notice thereof in accordance with Section 12.02 from the
Company, a Subsidiary Guarantor or the Holders of at least 25% in principal
amount of the Notes.


 


Section 7.06. 
Reports by Trustee to Holders
of the Notes.


 


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


 


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


 


Section 7.07. 
Compensation and Indemnity.


 


(a)                        The
Company will pay to the Trustee from time to time reasonable compensation for
its acceptance of this Indenture and services hereunder.  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
and any Subsidiary Guarantor, jointly and severally, 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 and any Subsidiary Guarantor (including this
Section 7.07) and defending itself against any claim (whether asserted by the
Company, any Subsidiary Guarantor or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers
or duties hereunder, except to the extent any such loss, liability or expense
is determined to have been caused by its own negligence or willful misconduct.  The Trustee will notify the Company and any
Subsidiary Guarantor promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so
notify the Company or any Subsidiary Guarantor will not relieve the Company or
any Subsidiary Guarantor of their obligations hereunder.  The Company and any Subsidiary Guarantor
will defend the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and the
Company and any Subsidiary Guarantor will pay the reasonable fees and expenses
of such counsel.  Neither the Company
nor any Subsidiary Guarantor need pay for any settlement made without its
consent, which consent will not be unreasonably withheld.


 


(c)                        The
obligations of the Company and any Subsidiary Guarantor under this Section 7.07
will survive the satisfaction and discharge of this Indenture.


 


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


 


(e)                        Without
prejudice to any other rights available to the Trustee under applicable
Insolvency Law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(a)(8), (9) or (in connection with
events corresponding to the events referred to in Section 6.01(a)(8) or (9))
(12) 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 Insolvency Law.


 


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


 


Section 7.08. 
Replacement of Trustee.


 


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


 


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


 

















 


the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the
Company in writing.  The Company may
remove the Trustee if:


 


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


 


(2)                                  the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Insolvency 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 of America or of any state thereof
that is authorized


 

















 


under such
laws to exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined capital and
surplus of at least $150 million as set forth in its most recent published
annual report of condition.


 


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


 


Section 7.11. 
Preferential Collection
of Claims Against Company.


 


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


 


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 and each Subsidiary Guarantee 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 and each Subsidiary Guarantor 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
(including each Subsidiary Guarantee) on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means
that the Company and each Subsidiary Guarantor will be deemed to have paid and
discharged the entire Debt represented by the outstanding Notes (including each
Subsidiary Guarantee), 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
their other obligations under such Notes, each Subsidiary Guarantee 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, Additional Amounts 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 Notes,
registration, exchange and transfer 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 and each Subsidiary Guarantor’s obligations in connection therewith;
and


 


(4)                                  this
Section 8.02.


 


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


 


Section 8.03.  Covenant
Defeasance.


 


Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company and each Subsidiary Guarantor 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 3.10,
4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16,
4.17, 4.18, 4.19, 4.20 and 4.21 hereof and clause (4) of Section 5.01(a) 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 and each
Subsidiary Guarantee, the Company and each Subsidiary Guarantor 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 and Subsidiary Guarantees 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) and 6.01(a)(4) (in each case,
to the extent relating to the covenants identified above as subject to Covenant
Defeasance) and Sections 6.01(a)(5), 6.01(a)(6) and 6.01(a)(7) 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, (i) cash in United States dollars, (ii) United States
dollar-denominated non-callable Government Securities which, through the
payment of interest thereon and principal in respect thereof in accordance with
their terms will provide, not


 

















 


later than the due date of any payment,
money, or (iii) a combination thereof, in such amounts as will be sufficient
(without consideration of any reinvestment of interest), in the written opinion
of an internationally recognized firm of independent public accountants, to pay
the principal of, premium, Additional Amounts and Special Interest, if any, and
interest on the outstanding Notes on the Stated Maturity 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:


 


(a)                                  an
Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that:


 


(i)                                     the
Company has received from, or there has been published by, the U.S. Internal
Revenue Service a ruling; or


 


(ii)                                  since
the date of this Indenture, there has been a change in the applicable 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;
and


 


(b)                                 an
opinion of counsel in France reasonably acceptable to the Trustee to the effect
that (i) the holders of the outstanding Notes will not recognize income, gain
or loss for French income tax purposes as a result of such Legal Defeasance and
will be subject to French 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, and (ii) payments on the Notes will not become subject to any
withholding or deduction for taxes imposed or levied by or on behalf of France
or any taxing authority thereof as a result of such Legal Defeasance;


 


(3)                                  in
the case of an election under Section 8.03 hereof, the Company has delivered to
the Trustee:


 


(a)                                  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; and


 

















 


(b)                                 an
opinion of counsel in France reasonably acceptable to the Trustee confirming
that (i) the holders of the outstanding Notes will not recognize income, gain
or loss for French income tax purposes as a result of such Covenant Defeasance
and will be subject to French income tax on the same amounts, in the same
manner and at the same time as would have been the case if such Covenant
Defeasance had not occurred, and (ii) payments on the Notes will not become
subject to any withholding or deduction for taxes imposed or levied by or on
behalf of France or any taxing authority thereof as a result of such Legal
Defeasance;


 


(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 under this Indenture);


 


(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 as permitted by clause (4) above) 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 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, Additional Amounts 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 tax, fee or other charge imposed
on or assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.04 or 11.01 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.


 

















 


Subject to
Sections 8.01, 8.02, 8.03 and 8.04, 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 or
11.01 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
or 11.01 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 or discharge.


 


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, Additional Amounts or
Special Interest, if any, or interest on any Note and remaining unclaimed for
two years after such principal, premium, Additional Amounts 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, (1) in a leading English
language newspaper published in the Borough of Manhattan, City of New York or
such other English language daily newspaper with general circulation in Europe
or the United States, as the case may be, as the Trustee may approve and (2)
for as long as the Notes are listed on the Luxembourg Stock Exchange, the Luxemburger
Wort, or mail to each Holder entitled to such money 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.  It is expected that any such
publication, referred to in clause (1) of the preceding sentence, will normally
be made in the Financial Times and the Wall Street Journal.


 


Section 8.07. 
Reinstatement.


 


If the Trustee
or Paying Agent is unable to apply any money or 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 and
each Subsidiary Guarantor’s obligations under this Indenture and the Notes and
any Guarantee 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, Additional Amounts 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, each Subsidiary Guarantor and the
Trustee may amend or supplement this Indenture, any relevant Subsidiary
Guarantee 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 the legal rights under
this Indenture of any Holder of the Notes;


 


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


 


(6)                                  to
provide for a Guarantee under Section 4.21; or


 


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


 


Section 9.02. 
With Consent of Holders of Notes.


 


Except as
provided below in this Section 9.02, the Company, each Subsidiary Guarantor and
the Trustee may amend or supplement this Indenture (including, without
limitation, Sections 3.10, 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
(including, without limitation, Additional Notes, if any) 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
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium,
Additional Amounts 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 then outstanding Notes, including Additional Notes, if any (including
consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes).  Sections 2.08 and 2.09
hereof shall determine which Notes are considered to be “outstanding” for
purposes of this Section 9.02.


 

















 


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.  The Company will send supplemental indentures to Holders upon
request.  However, without the written
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 such Notes whose Holders must consent to an amendment,
supplement or waiver;


 


(2)                                  reduce
the principal amount of or change the fixed maturity of any such Note or alter
the provisions with respect to the redemption of such Notes except as provided
above with respect to Section 3.10, 4.10 and 4.15 hereof;


 


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


 


(4)                                  waive
a Default or Event of Default in the payment of principal of or interest or
premium, Additional Amounts or Special Interest, if any, on such Notes (except
a rescission of acceleration of such 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 such Note payable in money other than that stated in such Notes;


 


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


 


(7)                                  waive
a redemption payment with respect to any such Note (other than a payment
required under Section 3.10, 4.10 and 4.15 hereof); 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 unless it is the type requiring the
consent of each Holder affected.  If the
amendment, supplement or waiver is of the type requiring the consent of each
Holder affected, the amendment, supplement or waiver will bind each Holder that
has consented to it and every subsequent Holder of a Note that evidences the
same debt as the Note of the consenting 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 or the Notes of consenting Holders, as
applicable, may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


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


 


Section 9.06. 
Trustee to Sign Amendments, etc.


 


The Company
may not sign an amendment or supplemental Indenture until its Board of
Directors approves it.  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, if
applicable, upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee will join with
the Company and each Subsidiary Guarantor in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture adversely
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.  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 Sections 7.02 and 12.04 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


[RESERVED]


 


ARTICLE
11


SATISFACTION AND DISCHARGE


 


Section 11.01. 
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 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) have
been delivered to the Trustee for cancellation; or


 


(b) 
all 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 or
any Subsidiary Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
(i) cash in United States dollars, (ii) United States dollar-denominated
non-callable Government Securities which, through the payment of interest
thereon and principal in respect thereof in accordance with their terms will
provide, not later than the due date of any payment, money, or (iii) a
combination thereof, in such amounts as will be sufficient without
consideration of any reinvestment of interest, in the written opinion of an
internationally recognized firm of independent public accountants, to pay and
discharge the entire debt on the Notes not delivered to the Trustee for
cancellation for principal, premium, Additional Amounts 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 or any Subsidiary Guarantor is a party or by
which the Company or any Subsidiary Guarantor is bound;


 


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


 


(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; and


 

















 


(5)                                  the
Company has delivered 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 Article 2 and Sections 4.01, 4.02, 8.06 and 11.02 will
survive.  In addition, nothing in this
Section 11.01 will be deemed to discharge the provisions of Section 7.07
hereof, that, by their terms, survive the satisfaction and discharge of this
Indenture.


 


Section 11.02. 
Application of Trust Money.


 


Subject to the
provisions of Section 8.06, all money deposited with the Trustee pursuant to
Section 11.01 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 Additional Amounts, Special Interest 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 11.01 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 and any Subsidiary
Guarantor’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.01; 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
12


MISCELLANEOUS


 


Section 12.01. 
Trust Indenture Act Controls.


 


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


 


Section 12.02.  Notices. 
Any notice or communication by the Company, any Subsidiary Guarantor
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), telecopy or overnight air courier guaranteeing next day delivery,
to the others’ address:


 

















 


If to the
Company and/or any Subsidiary Guarantor:


 


Rhodia

26, quai Alphonse Le Gallo

92512 Boulogne-Billancourt Cedex

France

Telecopier No.:  33-1-5538-4400


Attention: 
Chief Financial Officer


 


If to the Trustee:


 


JPMorgan Chase Bank

4 New York Plaza


New York, New York 10004

Telecopier No.:  (212) 623-6167

Attention:  Institutional Trust Services


 


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


 


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
calendar days after being deposited in the mail, postage prepaid, if mailed by
first class mail; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight courier
guaranteeing next day delivery.


 


For so long as
any Notes are represented by one or more Global Notes, all notices to Holders
will be delivered to DTC for communication to entitled account holders or,
alternatively, will be published in a leading English language newspaper
published in the City of London and a leading English language daily newspaper
published in the Borough of Manhattan, City of New York or such other English
language daily newspaper with general circulation in Europe or the United
States, as the case may be, as the Trustee may approve.  It is expected that any such publication
will normally be made in the Financial Times and the Wall Street
Journal.  If and for so long
as the Notes are listed on the Luxembourg Stock Exchange and the rules of that
exchange so require, all notices to Holders will also be published in the Luxemburger
Wort or in another daily newspaper published in Luxembourg approved
by the Trustee.


 


If publication
as provided herein is not practicable, notice will be given in such other
manner, and shall be deemed to have been given on such date, as the Trustee may
approve.  In the case of Definitive
Registered Notes, all notices to Holders will be validly given if mailed to
them at their respective addresses in the Register.


 


Notices given
by publication will be deemed to have been given on the date of such publication
or, if published more than once on different dates, on the first date on which
publication is made.  Notices delivered
to DTC will be deemed made on the date delivered.  Notice given by first class mail, postage prepaid, will be deemed
given five calendar days after mailing.


 

















 


Any notice or
communication will also be so mailed to any Person described in TIA
§ 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any
defect in it will not affect its sufficiency with respect to other
Holders.  If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it.


 


In case by
reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose thereunder.


 


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 12.03. 
Communication by Holders of
Notes With Other Holders of Notes.


 


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


 


Section 12.04. 
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 reasonably satisfactory to the Trustee (which
must include the statements set forth in Section 12.05 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 reasonably satisfactory to the Trustee (which must
include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 12.05. 
Statements Required in
Certificate or Opinion.


 


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


 


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


 


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


 

















 


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


 


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


 


Section 12.06. 
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 12.07. 
No Personal Liability of
Directors, Officers, Employees and Stockholders.


 


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


 


Section 12.08. 
Legal Holidays.


 


In any case
where any interest payment date, redemption date, Purchase Date, Change of
Control Payment Date or Stated Maturity of any Note shall not be a Business Day
at any place of payment, then (notwithstanding any other provision of this
Indenture or of the Notes) payment of interest or principal (and premium, if
any) need not be made at such place of payment on such date, but may be made on
the next succeeding Business Day at such place of payment with the same force
and effect as if made on the interest payment date, redemption date, Purchase
Date or Change of Control Payment Date or at the Stated Maturity, provided that
no interest shall accrue on the amount so payable for the period from and after
such interest payment date, redemption date, Purchase Date, Change of Control
Payment Date or Stated Maturity, as the case may be.


 


Section 12.09. 
Governing Law.


 


THE INTERNAL
LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 


Section 12.10.  Consent to Jurisdiction and Service.


 


The Company
submits to the jurisdiction of any state or federal court located in the
Borough of Manhattan, City of New York in relation to any legal action or
proceeding (i) arising out of, related to or in connection with this Indenture
or the Notes and (ii) arising under any U.S.


 

















 


federal or
state securities law.  The Company, to
the fullest extent permitted by applicable law, irrevocably and fully waives
the defense of an inconvenient forum to the maintenance of any such suit or
proceeding, and the Company will maintain in the United States an agent for
service of process in any such action or proceeding.  The Company appoints CT Corporation System, 111 Eighth Avenue, 13th
Floor, New York, New York 10011 as its initial agent for service of process.


 


Section 12.11. 
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 12.12.  Currency. 
The U.S. dollar is the sole currency of account and payment
for all sums payable by the Company and the Subsidiary Guarantors, if any,
under or in connection with the Notes, including damages.  Any amount received or recovered in a
currency other than the U.S. dollar (whether as a result of, or the enforcement
of, a judgment or order of a court of any jurisdiction, in the winding-up or
dissolution of the Company, any Subsidiary Guarantor or otherwise) by any
Holder of a Note or the Trustee in respect of any sum expressed to be due to it
from the Company or any Subsidiary Guarantor will only constitute a discharge
to the Company or the Subsidiary Guarantor to the extent of the U.S. dollar
amount which the recipient is able to purchase with the amount so received or
recovered in that other currency on the date of that receipt or recovery or, if
it is not practicable to make that purchase on that date, on the first date on
which it is practicable to do so).


 


Section 12.13. 
Currency Calculation.  Except as otherwise expressly set
forth herein, for purposes of determining compliance with any euro-denominated
restriction herein, the euro-equivalent amount for purposes hereof that is
denominated in a non-euro currency shall be calculated based on the relevant
currency exchange rate in effect on the date such non-euro amount is incurred
or made.


 


Section 12.14. 
Information. 
For so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require, copies of this Indenture
and the Registration Rights Agreement will be made available for inspection in
Luxembourg through the offices of the Paying Agent in Luxembourg.


 


Section 12.15.  Successors.


 


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


 


Section 12.16. 
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 12.17. 
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 12.18. 
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.


 


[Signatures on
following page]


 

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed as
of the date first above written.


 


 


	
   

  	
  RHODIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT A


 


	
  CUSIP No.

  	
   

  
	
   

  	
   

  
	
  Common Code No.

  	
   

  
	
   

  	
   

  
	
  ISIN No.

  	
   

  
	
   

  	
   

  
	
  7.625% Senior Note due 2010

  
	
   

  	
   

  
	
  No.

  	
  $

  



 


RHODIA


 


promises to pay to Cede & Co.


 


or registered assigns, 


 


the principal sum of

                                                                                                                   [Insert
in Global Notes – or such other principal sum as shall be set forth in the
Schedule of Exchanges of Interests in the Global Note annexed hereto]


 


U.S. Dollars on June 1, 2010.


 


 


 


Interest Payment Dates: June 1 and December 1


 


Record Dates: May 15 and November 15


 


A-1

















 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


 


 


	
   

  	
  RHODIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Pierre Prot

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


Dated:


 


 


CERTIFICATE OF
AUTHENTICATION


 


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


 


 


	
   

  	
  JPMORGAN
  CHASE BANK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


A-2

















 


[Back of Note]


7.625% Senior Note 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]


 


[Insert
the French Legend]


 


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


 


(1)                                  Principal and Interest.  The
Company promises to pay the principal of this Note on June 1, 2010. The
Company promises to pay interest on the principal amount of this Note on each
interest payment date, as set forth on the face of this Note, at the rate of
7.625% per annum (subject to adjustment as provided below). Interest will be
payable semiannually in arrears (to the holders of record of the Notes at the
close of business on May 15 or November 15 immediately preceding the
interest payment date) on each interest payment date, commencing
December 1, 2003.


 


The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement and to receive Special Interest under certain circumstances as
further described in the Registration Rights Agreement. Interest on this Note
will accrue from the most recent date to which interest has been paid or duly
provided for on this Note (or, if there is no existing default in the payment
of interest and if this Note is authenticated between a regular record date and
the next interest payment date, from such interest payment date) or, if no
interest has been paid or duly provided for, from the Issue Date.  Interest will be computed on the basis of a
360-day year of twelve 30-day months. 
Principal, premium, if any, interest, Additional Amounts, if any, and
Special Interest, if any, will be payable to the Person entitled thereto at the
office or agency of the Company or Paying Agent maintained for such purpose or,
at the option of the Company (in the case of interest due on an interest
payment date), by check mailed to the registered address of such Person; provided,
however, that payments to the Depositary will be made by wire
transfer of immediately available funds to the account of the Depositary or its
nominee.  Holders must surrender Notes
to a Paying Agent to collect principal payments.


 


The Company will pay interest on overdue principal, premium, if any,
and, to the extent lawful, interest, Additional Amounts, if any, and Special
Interest, if any, at a rate per annum that is 1% in excess of 7.625%.  Interest not paid when due and any interest
on principal, premium, interest, Additional Amounts, if any or Special
Interest, if any, not paid when due will be paid to the Persons that are
Holders on a special record date, which will be the 15th day preceding the date
fixed by the Company for the payment of such interest, whether or not such day
is a Business Day.  At least 15 days
before a special record date, the Company will send to each Holder and to the
Trustee a notice that sets forth the special record date, the payment date and
the amount of interest to be paid.


 


(2)                                  Indenture. This is one of the Notes issued under an
Indenture dated as of May 28, 2003 (as amended from time to time, the “Indenture”), between the Company and JPMorgan
Chase Bank, as Trustee.  Capitalized
terms used herein are used as defined in the Indenture unless otherwise
indicated.  The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the TIA and those stated in the Registration Rights 


 


A-3

















 


Agreement.  The Notes are subject to all such terms, and
Holders are referred to the Indenture, the TIA and the Registration Rights
Agreement for a statement of all such terms. 
To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture and
the Registration Rights Agreement, the terms of the Indenture or the
Registration Rights Agreement as applicable, will control.


 


The Notes are general unsecured obligations of the Company.  The Indenture limits the original aggregate
principal amount of the Notes to $200,000,000 , but Additional Notes may be
issued pursuant to the Indenture, and the originally issued Notes and all such
Additional Notes vote together for all purposes as a single class.


 


(3)                                  Redemption
and Repurchase. Discharge Prior to Redemption or Maturity.  This Note
is subject to optional redemption, and may be the subject of an offer to
purchase, as further described in the Indenture.  There is no sinking fund or mandatory redemption applicable to
this Note.


 


If the Company deposits with the
Trustee money or Government Securities sufficient to pay the then outstanding
principal of, premium, if any, and accrued interest and Additional Amounts and
Special Interest, if any, on the Notes to redemption or maturity, the Company
may in certain circumstances be discharged from the Indenture and the Notes or
may be discharged from certain of its obligations under certain provisions of
the Indenture.


 


(4)                                  Registered
Form. Denominations; Transfer; Exchange. The Notes are in registered form without coupons in
denominations of $1,000 principal amount and any multiple of $1,000 in excess
thereof.  A Holder may transfer or
exchange Notes in accordance with the Indenture.  The Transfer Agent may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. 
Pursuant to the Indenture, there are certain periods during which the
Company will not be required to issue, register the transfer of or exchange any
Note or certain portions of a Note.


 


(5)                                  Defaults
and Remedies. If an Event of Default, as defined in the Indenture,
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Notes then outstanding may declare all the Notes to be
due and payable.  If a bankruptcy or
insolvency default with respect to the Company occurs and is continuing, the
Notes automatically become due and payable. 
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture.  The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Notes.  Subject to certain limitations,
Holders of a majority in principal amount of the Notes then outstanding may direct
the Trustee in its exercise of remedies.


 


(6)                                  Amendment and Waiver.  Subject
to certain exceptions, the Indenture and the Notes may be amended, or default
may be waived, with the consent of the Holders of a majority in principal
amount of the outstanding Notes. 
Without notice to or the consent of any Holder, the Company and the
Trustee may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency.


 


(7)                                  Trustee Dealings with Company.  The
Trustee, in its individual or any other capacity, may become an owner or
pledgee of Notes, 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.


 


A-4

















 


(8)                                  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.


 


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


 


(10)                            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).


 


(11)                            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 Notes will have all the rights set forth in the Registration Rights
Agreement dated as of May 28, 2003, among the Company, and the other
parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Notes will have the rights set forth in one or more
registration rights agreements, if any, among the Company, and the other parties
thereto, relating to rights given by the Company and to the purchasers of any
Additional Notes.


 


(12)                            ISIN/COMMON CODE/CUSIP Numbers. The Company has caused ISIN/Common
Code/CUSIP numbers to be printed on the Notes and the Trustee may use
ISIN/Common Code/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:


 


Rhodia


26,
quai Alphonse Le Gallo


92512
Boulogne-Billancourt Cedex

France


 


Attention:  Corporate Secretary


 


A-5

















 


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-6

















 


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:


 


ØSection
4.10                                                                                                                 ØSection
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
($1,000 or an integral multiple thereof):


 




	
  $

  






 


	
  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-7

















 


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:


 


 


	
  Date of Exchange

  	
   

  	
  Amount of
  decrease in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Amount of
  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature
  of authorized

  officer of Registrar or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-8

















 


EXHIBIT B


 


FORM
OF CERTIFICATE OF TRANSFER


 


Rhodia


26, quai Alphonse Le
Gallo


92512
Boulogne-Billancourt Cedex

France


 


BNP Paribas


787 Seventh Avenue


New York, NY 10019


U.S.A.


 


Re:  7.625% Senior Notes due 2010


 


Reference is hereby made
to the Indenture, dated as of May 28, 2003 (the “Indenture”), between Rhodia,
as issuer (the “Company”), and JPMorgan Chase Bank, 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 interest in such Note[s] specified
in Annex A hereto, in the principal amount of
$                      
in such Note[s] or interests (the “Transfer”), to
                                                     
(the “Transferee”),
as further specified in Annex A hereto. 
In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK
ALL THAT APPLY]


 


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


 


2.  o       Check if Transferee will take delivery of a beneficial
interest in the Regulation S Global Note or a Definitive Note pursuant to
Regulation S.  The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a Person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the


 


B-1

















 


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 Distribution Compliance Period, (A) the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser) and (B) the interest transferred
will be held immediately thereafter through Euroclear or Clearstream, as
Participants.  Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.


 


3.  o       Check and complete if Transferee will take delivery of
a beneficial interest in the  Global
Note or a Definitive Note pursuant to any provision of the Securities Act other
than Rule 144A or Regulation S. 
The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):


 


(a)                                  o  such Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)                                 o  such Transfer is being effected to the
Company or a subsidiary thereof;


 


or


 


(c)                                  o  such Transfer is being effected pursuant to
an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act.


 


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


 


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


 


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


 


B-2

















 


the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(c)  o     Check if Transfer is Pursuant to 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.


 


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


 


	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
					



 


B-3

















 


ANNEX
A TO CERTIFICATE OF TRANSFER


 


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


 


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


 


(a)  o  a beneficial interest in the:


 


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


 


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


 


(b)  o  a Restricted Definitive Note.


 


2.                                       After
the Transfer the Transferee will hold:


 


[CHECK
ONE]


 


(a)  o  a beneficial interest in the:


 


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


 


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


 


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


 


(b)  o  a Restricted Definitive Note; or


 


(c)  o  an Unrestricted Definitive Note,


 


in accordance with
the terms of the Indenture.


 


B-4

















 


EXHIBIT C


 


FORM
OF CERTIFICATE OF EXCHANGE


 


Rhodia


26, quai Alphonse Le
Gallo


92512
Boulogne-Billancourt Cedex

France


 


BNP Paribas


787 Seventh Avenue


New York, NY 10019


U.S.A.


 


Re:  7.625% Senior Notes due 2010


 


(CUSIP
              )


 


Reference is hereby made
to the Indenture, dated as of May 28, 2003 (the “Indenture”), between Rhodia,
as issuer (the “Company”), and JPMorgan Chase Bank, 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 interest in such Note[s] specified
herein, in the principal amount of
$                   
in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:


 


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


 


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


 


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


 


C-1

















 


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


 


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


 


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


 


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


 


(b)  o                           Check if
Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note.  In
connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the [CHECK ONE] o
144A Global Note, o 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.


 


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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:

  	
   

  	
   

  	
   

  	
   

  
					



 


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EXHIBIT D


 


FORM
OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSIDIARY GUARANTORS


 


 


SUPPLEMENTAL
INDENTURE


 


 


dated as of
             ,
    


 


among


 


Rhodia,


 



The Subsidiary Guarantor(s) Party
Hereto


 


and


 


JPMorgan Chase Bank,

as Trustee


 












 


7.625% Dollar-denominated Senior Notes due
2010


 


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THIS
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of
                       ,
      , among Rhodia, a société anonyme organized
under the laws of France (the “Company”),
[insert each Guarantor executing this Supplemental Indenture and its
jurisdiction of incorporation], a subsidiary of the Company (each an “Undersigned”) and JPMorgan Chase Bank, as
trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the
Company and the Trustee entered into the Indenture, dated as of May 28,
2003 (the “Indenture”), relating
to the issuance of the Company’s 7.625% Senior Notes due 2010 (the “Notes”);


 


WHEREAS, the
Indenture provides that under certain circumstances Restricted Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to
which such Restricted Subsidiary shall guarantee the Company’s obligations
under the Notes and the Indenture on the terms and conditions set forth herein;
as a condition to the Trustee entering into the Indenture and the purchase of
the Notes by the Holders, the Company agreed pursuant to Section 4.21 of the
Indenture to cause any Restricted Subsidiaries to Guarantee the payment of the
Notes in accordance therewith;


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained and intending to be legally bound, the parties to this Supplemental
Indenture hereby agree as follows:


 


Section 1.  Definitions.  Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.


 


Section 2.  Party to Indenture. 
Each Undersigned, by its execution of this
Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture
and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors.


 


Section
3.  The Guaranties.  Subject to the provisions of this Supplemental Indenture, each
Subsidiary Guarantor hereby irrevocably and unconditionally guarantees, jointly
and severally, on an unsecured subordinated basis, the full and punctual payment
(whether at Stated Maturity, upon redemption, purchase pursuant to an offer to
purchase or acceleration, or otherwise) of the principal of, premium,
Additional Amounts and Special Interest, if any, and interest on each Note, and
the full and punctual payment of all other amounts payable by the Company under
the Indenture.  Upon failure by the Company to pay punctually any such
amount, each Subsidiary Guarantor shall forthwith on demand pay the amount not
so paid at the place and in the manner specified in the Indenture.


 


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Section
4.  Guaranty Unconditional.  The obligations of each Subsidiary Guarantor
hereunder are unconditional and absolute and, without limiting the generality
of the foregoing, will not be released, discharged or otherwise affected by


 


(1)                        any extension, renewal,
settlement, compromise, waiver or release in respect of any obligation of the
Company under the Indenture or any Note, by operation of law or otherwise;


 


(2)                        any modification or amendment
of or supplement to the Indenture or any Note;


 


(3)                        any change in the corporate
existence, structure or ownership of the Company, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting the Company or
its assets or any resulting release or discharge of any obligation of the
Company contained in the Indenture or any Note;


 


(4)                        the existence of any claim,
set-off or other rights which the Subsidiary Guarantor may have at any time
against the Company, the Trustee or any other Person, whether in connection
with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any
such claim by separate suit or compulsory counterclaim;


 


(5)                        any invalidity or
unenforceability relating to or against the Company for any reason of the
Indenture or any Note, or any provision of applicable law or regulation
purporting to prohibit the payment by the Company of the principal of or
interest on any Note or any other amount payable by the Company under the
Indenture; or


 


(6)                        any other act or omission to
act or delay of any kind by the Company, the Trustee or any other Person or any
other circumstance whatsoever which might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of or defense to such
Subsidiary Guarantor’s obligations hereunder.


 


Section
5.  Discharge; Reinstatement.  Except as otherwise provided in Section 11
hereof, each Subsidiary Guarantor’s obligations hereunder will remain in full
force and effect until the principal of, premium, if any, Additional Amounts,
if any, and Special Interest, if any, with respect to, and interest on the
Notes and all other amounts payable by the Company under the Indenture have
been paid in full.  If at any time any
payment of the principal of, premium, Additional Amounts or Special Interest,
if any, or interest on any Note or any other amount payable by the Company
under the Indenture is rescinded or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of the Company or otherwise, each
Subsidiary Guarantor’s obligations hereunder with respect to such payment will
be reinstated as though such payment had been due but not made at such time.


 


Section
6.  Waiver by the Guarantors.  Each Subsidiary Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and notice with respect to the
Note or the Debt evidenced thereby, as well as any requirement that at any time
any action be taken by any Person against the Company or any other Person.


 


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Section
7.  Subrogation and Contribution.  Upon making any payment with respect to any
obligation of the Company under this Guarantee, the Subsidiary Guarantor making
such payment will be subrogated to the rights of the payee against the Company
with respect to such obligation, provided
that the Subsidiary Guarantor may not enforce either any right of subrogation,
or any right to receive payment in the nature of contribution, or otherwise, from
any other Subsidiary Guarantor, with respect to such payment so long as any
amount payable by the Company under the Indenture or under the Notes remains
unpaid.


 


Section
8.  Stay of Acceleration.  If acceleration of the time for payment of
any amount payable by the Company under the Indenture or the Notes is stayed
upon the insolvency, bankruptcy or reorganization of the Company, all such
amounts otherwise subject to acceleration under the terms of the Indenture are
nonetheless payable by the Subsidiary Guarantors hereunder forthwith on demand
by the Trustee or the Holders.


 


Section
9.  Limitation on Amount of Guaranty.  Notwithstanding anything to the contrary in
this Guarantee, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of each Subsidiary Guarantor under its
Guarantee of the Notes are limited to the maximum amount that would not render
the Subsidiary Guarantor’s obligations illegal or voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.


 


Section
10.  Execution and Delivery of Guaranty.  The execution by each Subsidiary Guarantor
of this Supplemental Indenture evidences the Guarantee of the Notes of such Subsidiary
Guarantor, whether or not the person signing as an officer of the Subsidiary
Guarantor still holds that office at the time of authentication of any
Note.  The delivery of any Note by the
Trustee after authentication constitutes due delivery of the Guarantee set
forth in the Supplemental Indenture on behalf of the Subsidiary Guarantor party
hereto.


 


Section
11.  Release of Guaranty.  The Guarantee of the Notes of a Subsidiary
Guarantor will be automatically and unconditionally released and discharged
upon


 


(1)                        such Subsidiary ceasing to be a
Restricted Subsidiary (including as a result of any sale, exchange or transfer,
to any Person, of all the Company’s Capital Stock in, or all or substantially
all the assets of, such Restricted Subsidiary) pursuant to the Indenture, or


 


(2)                        the release by the holders of
the Debt of the Company described in Section 4.21(a) of their Guarantee by such
Restricted Subsidiary (including any deemed release upon payment in full of all
obligations under such Debt), at a time when (A) no other Debt of the Company
has been guaranteed by such Restricted Subsidiary; or (B) the holders of all
such other Debt which is guaranteed by such Restricted Subsidiary also release
their Guarantee by such Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Debt) and, in either such
case, such Restricted Subsidiary is not obligated in respect of any Debt
incurred by such Restricted Subsidiary pursuant to Section 4.09(a)(2) of the
Indenture, or


 


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(3)                        defeasance or discharge of the
Notes, as provided in Section 8.01 or 11.01 of the Indenture.


 


Upon delivery
by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the foregoing effect, the Trustee will execute any documents
reasonably required in order to evidence the release of the Subsidiary
Guarantor from its obligations under its Guarantee of the Notes.


 


Section
12.  Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section
13.  Consent to Jurisdiction and Service.  The Undersigned submits to the jurisdiction
of any state or federal court located in the Borough of Manhattan, City of New
York in relation to any legal action or proceeding (i) arising out of, related
to or in connection with this Supplemental Indenture, the Indenture or the
Notes and (ii) arising under any U.S. federal or state securities law.  The Undersigned, to the fullest extent
permitted by applicable law, irrevocably and fully waives the defense of an
inconvenient forum to the maintenance of any such suit or proceeding, and the
Undersigned will maintain in the United States an agent for service of process
in any such action or proceeding.  The
Undersigned appoints CT Corporation System, 111 Eighth Avenue, 13th
Floor, New York, New York 10011, as its initial agent for service of process.


 


Section
14.  No Personal Liability of Directors, Officers,
Employees and Stockholders. 
No past, present or future director, officer, employee, incorporator or
stockholder of any Subsidiary Guarantor, as such, will have any liability for
any obligations of the Company or such Subsidiary Guarantor under the Notes,
the Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of the Notes by accepting the Notes 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 liability under United
States securities laws.


 


Section 15.  This
Supplemental Indenture may be signed in various counterparts which together
will constitute one and the same instrument.


 


Section 16.  This
Supplemental Indenture is an amendment supplemental to the Indenture and the
Indenture and this Supplemental Indenture will henceforth be read together.


 


Section
17.  The recitals contained herein shall
be taken as the statements of the Company and the Subsidiary Guarantor or
Guarantors party hereto, and the Trustee assumes no responsibility for their
correctness and makes no representations as to the validity or sufficiency of
this Supplemental Indenture.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.


 


 


	
   

  	
  RHODIA, as
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [SUBSIDIARY
  GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-6