Exhibit 4.4


 




 





RHODIA


 


9.250%
EURO-DENOMINATED SENIOR SUBORDINATED


NOTES
DUE 2011


 












 


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;  2.02

  
	
   

  	
  (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 or Common Code 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.

  	
  Anti-layering.

  
	
  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

  
	
  SUBORDINATION

  
	
   

  	
   

  
	
  Section 10.01.

  	
  Agreement to Subordinate.

  
	
  Section 10.02.

  	
  Liquidation,
  Dissolution, Bankruptcy.

  
	
  Section 10.03.

  	
  Default on
  Designated Senior Debt.

  
	
  Section 10.04.

  	
  When Distribution
  Must Be Paid Over.

  
	
  Section
  10.05.

  	
  Subrogation.

  
	
  Section 10.06.

  	
  Relative
  Rights; Subordination Not to Prevent Events of Default or Limit Right to
  Accelerate.

  
	
  Section 10.07.

  	
  Subordination
  May Not Be Impaired by Company.

  



 


iii

















 


	
  Section
  10.08.

  	
  Rights of Trustee.

  
	
  Section 10.09.

  	
  Distributions
  and Notices to, and Notices and Consents by, Representatives of Holders of
  Senior Debt.

  
	
  Section 10.10.

  	
  Trust Moneys
  Not Subordinated; Payments in Permitted Junior Securities.

  
	
  Section 10.11.

  	
  Trustee Entitled to Rely.

  
	
  Section 10.12.

  	
  Trustee to Effectuate
  Subordination.

  
	
  Section 10.13.

  	
  Trustee Not
  Fiduciary for Holders of Senior Debt.

  
	
  Section 10.14.

  	
  Reliance by
  Holder of Senior Debt on Subordination Provisions; No Waiver.

  
	
   

  	
   

  
	
  ARTICLE 11

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  
	
  Section 11.01.

  	
  Satisfaction and Discharge.

  
	
  Section 11.02.

  	
  Application of Trust Money.

  
	
   

  	
   

  
	
  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) 9.250% Senior
Subordinated Notes due 2011 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) 9.250% Senior
Subordinated Notes due 2011 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, €300
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
or on behalf of, and registered in the name of, the Common Depositary of
Euroclear and Clearstream or its nominee 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.


 


1

















 


“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 Euroclear and Clearstream 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;


 


2

















 


(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.


 


3

















 


“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

















 


(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.


 


“Common Depositary” means BNP Paribas Securities Services,
Luxembourg branch, as common depositary for Euroclear and Clearstream or any
successor common depositary.


 


“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.


 


5

















 


“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

















 


(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,


 


7

















 


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.


 


“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.


 


8

















 


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, Euroclear and Clearstream, and any
and all successors thereto appointed as Depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.


 


 “Designated Senior Debt”
means (i) the Debt under the Credit Facilities and (ii) any other Senior Debt
which, at the date of determination, has an aggregate principal amount
outstanding of at least €25 million and is specifically designated as
“Designated Senior Debt” by the Company in an Officers’ Certificate received by
the Trustee.


 


“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.


 


“Dollar 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 Dollar Notes.


 


“Dollar Notes” means the 8.875% Senior Subordinated Notes due
2011 issued by the Company on the date of this Indenture pursuant to the Dollar
Notes Indenture.


 


9

















 


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


 


“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.


 


“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


 


10

















 


(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


 


11

















 


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


 


12

















 


(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


 


13

















 


(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


 


14

















 


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.


 


15

















 


“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.


 


16

















 


“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


 


17

















 


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 Dollar Notes and any
Dollar Exchange Notes; and (C) the Senior Notes and any Senior 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 Junior Securities” means, as to the Company and any
Subsidiary Guarantor, any securities that constitute either (x) Equity
Interests of the Company, or (y) Debt of the Company or any Subsidiary
Guarantor, subordinated in right of payment to all Senior Debt of the Company
or such Subsidiary Guarantor, as the case may be, then outstanding to at least
the same extent as the Notes are subordinated as provided in this Indenture.


 


“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 €1.1 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;


 


18

















 


(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;


 


19

















 


(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;


 


20

















 


(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;


 


(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 and;


 


(5)                                  in case the Notes are refinanced in part or
the Debt to be refinanced is pari passu
with the Notes, the new Debt, by its terms or by the terms of any agreement or
instrument pursuant to which it is outstanding, is expressly made pari passu with, or subordinate in right
of payment to, the remaining Notes.


 


“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


 


21

















 


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 Dollar Notes and the Senior 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 or on behalf of, and registered in the name of, the Common
Depositary for Euroclear and Clearstream or its nominee, 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.


 


22

















 


“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 Debt” of the Company or any Subsidiary Guarantor means
all Obligations with respect to Debt of the Company or such Subsidiary
Guarantor, as the case may be, whether outstanding on the Issue Date or
thereafter created, except for Debt which, in the instrument creating or
evidencing the same, is expressly stated to be not senior in right of payment
to the Notes or such Subsidiary’s Guarantor’s Guarantee of the Notes.


 


Notwithstanding anything to
the contrary in the preceding, Senior Debt will not include:


 


(1)                                  any liability for taxes owed or owing by the
Company or any Subsidiary Guarantor;


 


(2)                                  any Debt of the Company or any Subsidiary
Guarantor to the Company or any of its subsidiaries or other Affiliates;


 


(3)                                  any trade payables;


 


(4)                                  any Debt that is incurred in violation of the
Indenture; or


 


(5)                                  the Dollar Notes and the Dollar Exchange
Notes or any guarantee thereof by a Subsidiary Guarantor (as such term is
defined in the Dollar Notes Indenture) which, unless expressly made subordinate
in right of payment to the Notes subsequent to the Issue Date, shall be pari
passu in right of payment to the Notes or any Guarantee of the Notes by a Subsidiary
Guarantor, as the case may be.


 


“Senior Exchange Notes” means the senior 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 Notes.


 


23

















 


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


 


“Senior Notes” means the $200 million aggregate principal
amount of 7.625% Senior Notes due 2010 and the €200 million aggregate principal
amount of 8.000% Senior Notes due 2010, issued by the Company concurrently with
the issuance of the Original Notes.


 


“Senior 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 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.


 


“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.


 


24

















 


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


 


“Unrestricted Global Note” means a permanent Global Note 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 or on behalf of and registered in the name of the Common
Depositary or its nominee, 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


 


25

















 


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

  
	
   

  	
  “Blockage
  Notice”

  	
   

  	
  10.03

  
	
   

  	
  “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

  



 


26

















 


	
   

  	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
  “Offer
  Amount”

  	
   

  	
  3.10

  
	
   

  	
  “Offer
  Period”

  	
   

  	
  3.10

  
	
   

  	
  “Payer”

  	
   

  	
  3.08

  
	
   

  	
  “Paying
  Agent”

  	
   

  	
  2.03

  
	
   

  	
  “Payment
  Blockage Period”

  	
   

  	
  10.03

  
	
   

  	
  “Payment Default”

  	
   

  	
  6.01

  
	
   

  	
  “payment
  in full”

  	
   

  	
  10.02

  
	
   

  	
  “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;


 


27

















 


(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


 


28

















 


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 Common Depositary, 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
Common Depositary as custodian for Euroclear and Clearstream, duly executed by
the Company and authenticated by the Trustee as hereinafter provided and
registered in the name of the Common Depositary or its nominee.  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 Common Depositary as custodian
for the Euroclear and Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided and registered in the name
of the Common Depositary or its nominee. 
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 Euroclear or Clearstream.


 


(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.


 


29

















 


(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


 


30

















 


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).


 


31

















 


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 Common Depositary or a
nominee of such Common Depositary, by a Common Depositary or a nominee of such
Common Depositary to such Depositary or to another nominee or Common Depositary
of such Depositary, or by such Common Depositary or Depositary or any such
nominee to a successor Depositary or Common Depositary or a nominee thereof.


 


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


 


(i)                                     Euroclear or Clearstream notify the Company
that they are unwilling or unable to continue to act as Depositary and a
qualified successor Depositary is not appointed by the Company with 120 days;


 


(ii)                                  Euroclear or Clearstream so request following
an Event of Default under this Indenture or the Dollar Notes Indenture; or


 


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


 


32

















 


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, Book-Entry Interests in
Regulation S Global Notes must be held through Euroclear or Clearstream.  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 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


 


33

















 


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


 


34

















 


(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;


 


35

















 


(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


 


36

















 


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


 


37

















 


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:


 


38

















 


(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.


 


39

















 


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:


 


40

















 


(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


 


41

















 


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


 


42

















 


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 COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
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 EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”)
OR CLEARSTREAM BANKING SOCIÉTÉ ANONYME (“CLEARSTREAM”) TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM
(AND ANY PAYMENT IS MADE TO ITS AUTHORIZED


 


43

















 


NOMINEE OR SUCH OTHER ENTITY
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR
CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS
AUTHORIZED NOMINEE, 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 Common Depositary, 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 Common Depositary, 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


 


44

















 


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.


 


45

















 


(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.


 


46

















 


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” or “Common Code” 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


 


47

















 


effect at the time of the further issue) of the issue of Notes having
the shared ISIN or Common Code number, as the case may be.


 


Section 2.14.  ISIN or Common Code Number.


 


The
Company in issuing the Notes may use a “ISIN” or “Common Code” number and, if
so, such ISIN or Common Code 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 or Common Code 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 or
Common Code 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;


 


48

















 


(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;


 


49

















 


(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 or Common Code number, if any, listed in
such notice or printed on the Notes.


 


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


 


Section 3.04.  Effect of Notice of Redemption.


 


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


 


50

















 


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 109.250% 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

  	
   

  	
  104.625

  	
  %

  
	
  2008

  	
   

  	
  102.313

  	
  %

  
	
  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


 


51

















 


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.


 


52

















 


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


 


53

















 


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 10:00 a.m. Luxembourg time on
the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, 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.


 


54

















 


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


 


55

















 


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


 


56

















 


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


 


57

















 


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 Debt
that is subordinated to the Notes or to a Subsidiary Guarantor’s Guarantee, if
any, of the Notes, 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


 


58

















 


(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;


 


59

















 


(2)                                  the redemption, repurchase, retirement,
defeasance or other acquisition of any Debt of the Company or any Restricted
Subsidiary which is subordinated to the Notes or such Restricted Subsidiary’s
Guarantee, if any, of the Notes, 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 Debt of the Company or any Restricted Subsidiary which is
subordinated to the Notes or such Restricted Subsidiary’s Guarantee, if any, of
the Notes, 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


 


60

















 


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 Dollar Notes
Indenture, and the Senior Notes Indentures; (B) the Original Notes and any
Exchange Notes with respect thereto; (C) the Dollar Notes and any Dollar
Exchange Notes; (D) the Senior Notes and any Senior 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


 


61

















 


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


 


62

















 


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 Dollar Notes and any
Dollar Exchange Notes; and (C) the Senior Notes and any Senior 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);


 


63

















 


(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


 


64

















 


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


 


65

















 


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


 


66

















 


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 Senior Debt,
including any other Obligations under any Credit Facility;


 


(2)                                  to repay (or repurchase) any secured Debt;


 


(3)                                  to repay (or repurchase) any Debt of a
Restricted Subsidiary that is not a Subsidiary Guarantor;


 


(4)                                  to repay (or repurchase) any Debt with a
final Stated Maturity that is prior to the final Stated Maturity of the Notes;


 


(5)                                  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);


 


(6)                                  to make a capital expenditure; or


 


(7)                                  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


 


67

















 


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


 


68

















 


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 that are pari passu
with or subordinated in right of payment to the Notes or a Subsidiary
Guarantor’s Guarantee of the Notes, if any, unless all payments due under this
Indenture and the Notes or such Guarantee of the Notes, as the case may be, are
secured on an equal and ratable basis with


 


69

















 


(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”);


 


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(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, to 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 Euroclear and/or Clearstream, in each case, subject to their
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;


 


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(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


 


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(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 senior to or 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.


 


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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.  Anti-layering.


 


The Company may not incur
Debt that is subordinate in right of payment to Senior Debt of the Company
unless such Debt is pari passu
with, or subordinated in right of payment to, the Notes.  No Subsidiary Guarantor may incur Debt that
is subordinate in right of payment to the Senior Debt of such Subsidiary
Guarantor unless such Debt is pari passu
with, or subordinated in right of payment to, such Subsidiary Guarantor’s
Guarantee of the Notes.


 


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


 


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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


 


75

















 


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 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, unless such other Debt is Senior Debt, in which case such Restricted
Subsidiary’s Guarantee with respect to the Notes may be subordinated to the
Guarantee of Senior Debt to the same extent as the Notes are subordinated to
such Senior 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


 


76

















 


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:


 


77

















 


(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.


 


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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 whether or not the payment is prohibited under Article 10;


 


(2)                                  default in the payment when due of the
principal of, or premium, if any, on the Notes whether or not the payment is
prohibited under Article 10;


 


(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:


 


79

















 


(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


 


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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; and


 


(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


 


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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;


 


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(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 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 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


 


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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:                   subject to Article 10, 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


 


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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.


 


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(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


 


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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 Dollar 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


 


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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


 


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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


 


89

















 


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


 


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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 Euro, (ii)
Euro-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


 


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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


 


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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) and such deposit shall be permitted by Article
10;


 


(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


 


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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.


 


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ARTICLE 9


Amendment, Supplement And Waiver


 


Section 9.01.  Without Consent of Holders of Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)                                  to make any change to Article 10 that would
limit or terminate the benefits available to any holder or Senior Debt.


 


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


 


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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.


 


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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.


 


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ARTICLE 10


Subordination


 


Section 10.01.  Agreement to Subordinate.


 


The Debt evidenced by the
Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment of all Senior Debt.  The subordination provisions are for the
benefit of and enforceable by the holders of Senior Debt.


 


Section 10.02.  Liquidation, Dissolution, Bankruptcy.


 


Upon any payment or
distribution of the assets of the Company to creditors upon the judicial
liquidation (liquidation judiciaire)
of the Company or if the Company is liquidated for any other reason:


 


(1)                                  holders of Senior Debt are entitled to
receive payment in full of all Obligations in respect of Senior Debt, including
all interest accrued or accruing on Senior Debt after the commencement of
liquidation (whether voluntary or otherwise) or similar proceeding at the
contract rate (including, without limitation, any contract rate applicable upon
default) specified in the relevant documentation, whether or not the claim for
the interest is allowed as a claim in the case or proceeding with respect to
the Senior Debt (only such payment constituting “payment in full”) before Holders will be entitled to receive
any payment of principal of, premium, if any, or interest on the Notes;


 


(2)                                  until the Senior Debt is paid in full, any
distribution to which Holders of Notes would be entitled but for these
subordination provisions shall instead be made to holders of Senior Debt as
their interests may appear; and


 


(3)                                  any distributions on the Notes will be paid
in priority to any prêt participatifs,
if any, of the Company and to any debt the Company may incur in the future
which is specified to be subordinated to the Notes.


 


Section 10.03.  Default on Designated Senior Debt.


 


(a)                                  The Company shall not pay the principal of,
premium, if any or interest on the Notes, any pari
passu Debt or any Debt that is subordinated in right of payment to
the Notes or make any deposit pursuant to Article 8 or Article 11 and shall not
repurchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) if at the time any
Designated Senior Debt has not been paid when due (after giving effect to any
applicable grace period), whether at maturity, upon redemption or mandatory
repurchase, acceleration, or otherwise, and the default has not been cured or
waived.


 


(b)                                 During the continuance of any other default
with respect to any Designated Senior Debt pursuant to which the maturity
thereof may be accelerated immediately without further notice (except any
notice that may be required to effect acceleration), the Company may not pay
the Notes for a period (a “Payment Blockage
Period”):


 


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(1)                                  commencing upon the receipt by the Company
and the Trustee of written notice of default from the holders of such
Designated Senior Debt specifying an election to effect a Payment Blockage
Period (a “Blockage Notice”); and


 


(2)                                  ending 179 days thereafter (or earlier if the
Payment Blockage Period is terminated (i) by written notice to the Trustee and
the Company from the Person that gave the Blockage Notice, (ii) by repayment in
full of such Designated Senior Debt or (iii) because the default giving rise to
the Blockage Notice is no longer continuing or has been waived).


 


Subject to the preceding
paragraph, unless the holders of such Designated Senior Debt have accelerated
the maturity of such Designated Senior Debt, the Company may resume payments on
the Notes after the Payment Blockage Period, including with respect to any
interest not paid as a result of the Payment Blockage Period.


 


(c)                                  Not more than one Blockage Notice may be
given in any consecutive 360-day period, irrespective of the number of defaults
with respect to Senior Debt during such period.  No default which existed or was continuing on the date of the
commencement of any Payment Blockage Period may be made the basis of the
commencement of a subsequent Payment Blockage Period, whether or not within a
period of 360 consecutive days, unless the default has been cured or waived for
a period of not less than 180 consecutive days.


 


Section 10.04.  When Distribution Must Be Paid Over.


 


If a payment or other
distribution is made to Holders of the Notes that because of these
subordination provisions should not have been made to them, the Holders of the
Notes that receive the distribution shall hold it in trust for holders of
Senior Debt and pay it over to them as their interests may appear.


 


Section 10.05.  Subrogation.


 


A distribution made under
these subordination provisions to holders of Senior Debt which otherwise would
have been made to Holders of the Notes is not, as between the Company and
Holders of the Notes, a payment by the Company on Senior Debt.  After all Senior Debt is paid in full and
until the Notes are paid in full, Holders of the Notes will be subrogated to
the rights of holders of Senior Debt to receive payments in respect of Senior
Debt.  Payments to holders of Senior
Debt as a result of those provisions do not constitute, as between the Company
and the Holders of the Notes, payments by the Company on the Notes.


 


Section 10.06.  Relative Rights; Subordination Not to
Prevent Events of Default or Limit Right to Accelerate.


 


This Article 10 defines the
relative rights of Holders of the Notes and holders of Senior Debt and do not
impair, as between the Company and Holders of the Notes, the obligation of the
Company, which is absolute and unconditional, to pay principal of, premium, if
any, and interest on the Notes in accordance with their terms.  The failure to make a payment pursuant to
the Notes by reason of these subordination provisions does not prevent the
occurrence of a Default, nor do these subordination provisions have any effect
on the right of the Holders of the Notes or


 


99

















 


the Trustee to accelerate
the maturity of the Notes upon an Event of Default or prevent the Trustee or
any Holder of Notes from exercising its available remedies upon a Default,
subject to the rights of holders of Senior Debt to receive distributions
otherwise payable to Holders of Notes.


 


Section 10.07.  Subordination May Not Be Impaired by
Company.


 


No right of any holder of
Senior Debt to enforce the subordination of the Notes will be impaired by any
act or failure to act by the Company or by its failure to comply with the
Indenture.


 


Section 10.08.  Rights of Trustee.


 


(a)                                  The Trustee may continue to make payments on
the Notes and will not be charged with knowledge of the existence of facts that
would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, the Trustee receives notice
satisfactory to it from the Company or a holder of Senior Debt that payments
may not be made under this Article.


 


(b)                                 The Trustee in its individual or any other
capacity may hold Senior Debt with the same rights, including rights under this
Article, it would have if it were not Trustee. 
Nothing in this Article applies to claims of, or payments to, the Trustee
under or pursuant to Section 7.07.


 


Section 10.09.  Distributions and Notices to, and
Notices and Consents by, Representatives of Holders of Senior Debt.


 


Whenever a distribution is
to be made or a notice given to holders of Senior Debt, the distribution may be
made and the notice given to their representative (if any).  If there is a representative acting for the
holders of any Senior Debt pursuant to the agreements governing such Senior
Debt, notices or consents under the Indenture from holders of such Senior Debt
may be given only by their representative.


 


Section 10.10.  Trust Moneys Not Subordinated;
Payments in Permitted Junior Securities.


 


Notwithstanding anything to
the contrary set forth in this Article 10,


 


(i)                                     payments from money or Government Securities
held by the Trustee in trust under Article 8 and Article 11; and


 


(ii)                                  distributions to Holders of the Notes in the
form of Permitted Junior Securities of the Company


 


are not subordinated to the
prior payment of any Senior Debt or otherwise subject to these subordination
provisions, and none of the Holders of the Notes will be obligated to pay over
any such payments or distributions to any holder of Senior Debt.


 


100

















 


Section
10.11. 
Trustee Entitled to Rely.


 


For
the purpose of ascertaining the outstanding amount of Senior Debt, the holders
thereof, and all other information relevant to making any payment or
distribution to holders of Senior Debt pursuant to this Article, the Trustee
and the Holders of the Notes are entitled to rely upon an order or decree of a
court of competent jurisdiction in which any proceedings of the nature referred
to in Section 10.02 are pending, a certificate of the liquidating trustee or
other Person making a payment or distribution to the Trustee or to the Holders
of the Notes, or information provided by the holders of Senior Debt.  The Trustee may defer any payment or
distribution pending receipt of evidence or instructions satisfactory to it or
a judicial determination regarding the rights of parties to receive the payment
or distribution.


 


Section
10.12. 
Trustee to Effectuate
Subordination.


 


Each
Holder of Notes by accepting a Note authorizes and directs the Trustee on
behalf of the Holder of Notes to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the Holders
of the Notes and the holders of Senior Debt as provided in this Article and
appoints the Trustee as attorney-in-fact for any and all such purposes,
including for the purpose of filing a claim in any proceedings of the nature
referred to in Section 10.02.


 


Section
10.13. 
Trustee Not Fiduciary for
Holders of Senior Debt.


 


The
Trustee will not be deemed to owe any fiduciary duty to the holders of Senior
Debt and will not be liable to any such holders if it mistakenly pays over or
distributes to Holders of the Notes, or to the Company or any other Person, any
money or assets to which holders of Senior Debt are entitled by virtue of this
Article.


 


Section
10.14. 
Reliance by Holder of Senior
Debt on Subordination Provisions; No Waiver.


 


(a)                                  Each Holder of Notes by accepting a Note
acknowledges and agrees that these subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of Senior
Debt, whether created or acquired before or after the issuance of the Notes, to
acquire or to hold such Senior Debt, and each holder of Senior Debt will be
deemed conclusively to have relied on these subordination provisions in
acquiring and holding such Senior Debt.


 


(b)                                 The holders of Senior Debt may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Holders of the Notes, without incurring any liability or responsibility to the
Holders of the Notes, and without impairing the rights of holders of Senior
Debt under these subordination provisions, do any of the following:


 


(1)                                  change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding or secured;


 


(2)                                  sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing Senior Debt;


 


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(3)                                  release any Person liable in any manner for
the payment of Senior Debt; or


 


(4)                                  exercise or refrain from exercising any
rights against the Company and any other Person.


 


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 Euro, (ii) Euro-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 and such deposit shall be permitted by Article 10;


 


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


 


102

















 


(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:


 


103

















 


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 Euroclear and Clearstream 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 Euroclear and Clearstream will be deemed made on
the date delivered.  Notices given by
first class mail, postage prepaid, will be deemed given five calendar days
after mailing.


 


104

















 


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;


 


105

















 


(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.


 


106

















 


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
euro 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 euro (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 euro 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.


 


107

















 


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]


 


108

















 


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:

  



 


109

















 


EXHIBIT A


 


[Face of Note]


 


	
   

  	
   

  	
  Common
  Code No.

  	
   

  
	
   

  	
   

  	
  ISIN
  No.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  9.250%
  Senior Subordinated Note due 2011

  
	
   

  	
   

  	
   

  
	
  No.       

  	
   

  	
  €

  	
   

  
					



 


RHODIA


 


promises
to pay to BNP Paribas Securities Services, Luxembourg branch, as Common
Depositary


 


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]


 


Euro
on June 1, 2011.


 


Interest
Payment Dates:  June 1 and December 1


 


Record
Dates:  May 15 and November 15


 

















 


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]


9.250% Senior Subordinated Note due 2011


 


[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, 2011. 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 9.250% per annum (subject to adjustment
as provided below). Interest will be payable semiannually (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) in arrears 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 Common Depositary will be made by wire transfer of
immediately available funds to the account of the Common Depositary.  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
9.250%.  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;
Subordination. 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


 


A-3

















 


Rights 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 €300,000,000, 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.  This Note is subordinated
as set forth in the Indenture to all Obligations in respect of Senior Debt (including
all interest accrued or accruing on Senior Debt after the commencement of any
bankruptcy, insolvency or reorganization or similar case or proceeding at the
contract rate (including, without limitation, any contract rate applicable upon
default) specified in the relevant documentation, whether or not the claim for
the interest is allowed as a claim in the case or proceeding with respect to
the Senior Debt).


 


(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.


 


A-4

















 


(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.


 


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


 


	
  o
  Section 4.10

  	
   

  	
  o Section 4.15

  



 


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

  Common Depositary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-8

















 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Rhodia


26,
quai Alphonse Le Gallo


92512
Boulogne-Billancourt Cedex

France


 


 


BNP
Paribas Securities Services


23,
avenue de la Porte-Neuve


L-2085
Luxembourg


Luxembourg


 


Re:  9.250%
Senior Subordinated Notes due 2011


 


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 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


 


B-1

















 


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


 


B-2

















 


(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 (ISIN/Common
Code                         ),
or


 


(ii)                            o 
Regulation S Global Note (ISIN/Common
Code                     ),
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 (ISIN/Common
Code                         ),
or


 


(ii)                            o 
Regulation S Global Note (ISIN/Common
Code                   ),
or


 


(iii)                         o 
Unrestricted Global Note (ISIN/Common
Code                      );
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 Securities Services


23,
avenue de la Porte-Neuve


L-2085
Luxembourg


Luxembourg


 


Re:  9.250%
Senior Subordinated Notes due 2011


 


(ISIN/Common
Code              )


 


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.


 


C-2

















 


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


 


	
   

  	
   

  
	
   

  	
  [Insert
  Name of Transferor]

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
					



 


C-3

















 


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


 












 


9.250% Euro-denominated Senior Subordinated Notes due 2011


 


D-1

















 


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 9.250% Senior Subordinated Notes due 2011 (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; Subordination. 
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.  The obligations of each Subsidiary Guarantor
under its Guarantee of the Notes are junior and subordinated in right of
payment to the Senior Debt of such Subsidiary Guarantor in the same manner and
to the same extent as the Notes are subordinated to Senior Debt of the Company.


 


D-2

















 


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.


 


D-3

















 


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


 


D-4

















 


(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.


 


D-5

















 


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