Exhibit 4.2


 


 




 





RHODIA


 


8.000% EURO-DENOMINATED SENIOR NOTES DUE 2010


 












 


INDENTURE


 


Dated as of May 28, 2003


 












 


JPMorgan Chase Bank


 


Trustee


 














 





 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  12.03

  
	
   

  	
  (c)

  	
   

  	
  12.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
   

  	
  (c)

  	
   

  	
  7.06; 12.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.03; 12.02; 12.05

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  12.04

  
	
   

  	
  (c)(2)

  	
   

  	
  12.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  12.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.05; 
  12.02

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.07

  
	
   

  	
  (c)

  	
   

  	
  2.12

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.04

  
	
  318

  	
  (a)

  	
   

  	
  12.01

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  12.01

  



 












N.A. means not applicable.


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


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  
	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  
	
   

  
	
  Section
  1.01.

  	
  Definitions.

  
	
  Section 1.02.

  	
  Other Definitions.

  
	
  Section 1.03.

  	
  Incorporation by Reference of Trust
  Indenture Act

  
	
  Section 1.04.

  	
  Rules of Construction

  
	
   

  	
   

  
	
  ARTICLE 2

  
	
  THE NOTES

  
	
   

  	
   

  
	
  Section
  2.01.

  	
  Form
  and Dating.

  
	
  Section 2.02.

  	
  Execution and Authentication.

  
	
  Section 2.03.

  	
  Paying Agent, Registrar and Transfer
  Agents.

  
	
  Section 2.04.

  	
  Paying Agent to Hold Money in Trust.

  
	
  Section
  2.05.

  	
  Holder
  Lists.

  
	
  Section 2.06.

  	
  Transfer and Exchange.

  
	
  Section 2.07.

  	
  Replacement Notes.

  
	
  Section 2.08.

  	
  Outstanding Notes.

  
	
  Section
  2.09.

  	
  Treasury
  Notes.

  
	
  Section
  2.10.

  	
  Temporary
  Notes.

  
	
  Section
  2.11.

  	
  Cancellation.

  
	
  Section 2.12.

  	
  Defaulted Interest.

  
	
  Section
  2.13.

  	
  Further
  Issues.

  
	
  Section 2.14.

  	
  ISIN 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.

  



 

















 


	
  ARTICLE 4

  
	
  COVENANTS

  
	
   

  	
   

  
	
  Section
  4.01.

  	
  Payment
  of Notes.

  
	
  Section
  4.02.

  	
  Maintenance of Office or Agency.

  
	
  Section
  4.03.

  	
  Reports.

  
	
  Section
  4.04.

  	
  Compliance Certificate.

  
	
  Section 4.05.

  	
  Taxes.

  
	
  Section
  4.06.

  	
  Stay, Extension and Usury Laws.

  
	
  Section
  4.07.

  	
  Restricted Payments.

  
	
  Section
  4.08.

  	
  Dividend and Other Payment Restrictions
  Affecting Subsidiaries.

  
	
  Section
  4.09.

  	
  Incurrence of Debt and Issuance of
  Preferred Stock.

  
	
  Section
  4.10.

  	
  Asset
  Sales.

  
	
  Section
  4.11.

  	
  Transactions with Affiliates.

  
	
  Section
  4.12.

  	
  Liens.

  
	
  Section
  4.13.

  	
  Business Activities.

  
	
  Section
  4.14.

  	
  Corporate Existence.

  
	
  Section
  4.15.

  	
  Offer to Repurchase Upon Change of Control.

  
	
  Section
  4.16.

  	
  Limitation on Sale and Leaseback
  Transactions.

  
	
  Section
  4.17.

  	
  Payments for Consent.

  
	
  Section
  4.18.

  	
  Designation of Restricted and Unrestricted
  Subsidiaries.

  
	
  Section
  4.19.

  	
  [Reserved].

  
	
  Section
  4.20.

  	
  Additional Amounts.

  
	
  Section
  4.21.

  	
  Limitations on Issuances of Guarantees of
  Debt.

  
	
  Section
  4.22.

  	
  Suspension of Covenants When Notes Rated
  Investment Grade.

  
	
   

  
	
  ARTICLE 5

  
	
  SUCCESSORS

  
	
   

  
	
  Section
  5.01.

  	
  Merger, Consolidation, or Sales of Assets.

  
	
  Section
  5.02.

  	
  Successor Corporation Substituted.

  
	
   

  	
   

  
	
  ARTICLE 6

  
	
  DEFAULTS
  AND REMEDIES

  
	
   

  
	
  Section
  6.01.

  	
  Events of Default.

  
	
  Section
  6.02.

  	
  Acceleration.

  
	
  Section
  6.03.

  	
  Other
  Remedies.

  
	
  Section
  6.04.

  	
  Waiver of Past Defaults.

  
	
  Section
  6.05.

  	
  Control by Majority.

  
	
  Section
  6.06.

  	
  Limitation on Suits.

  
	
  Section
  6.07.

  	
  Rights of Holders of Notes to Receive
  Payment.

  
	
  Section
  6.08.

  	
  Collection Suit by Trustee.

  
	
  Section
  6.09.

  	
  Trustee May File Proofs of Claim.

  
	
  Section
  6.10.

  	
  Priorities.

  
	
  Section
  6.11.

  	
  Undertaking for Costs.

  
	
  Section
  6.12.

  	
  Restoration of Rights and Remedies.

  



 

















 


	
  ARTICLE 7

  
	
  TRUSTEE

  
	
   

  	
   

  
	
  Section
  7.01.

  	
  Duties of Trustee.

  
	
  Section
  7.02.

  	
  Rights of Trustee.

  
	
  Section
  7.03.

  	
  Individual Rights Of Trustee.

  
	
  Section
  7.04.

  	
  Trustee’s Disclaimer.

  
	
  Section
  7.05.

  	
  Notice of Defaults.

  
	
  Section
  7.06.

  	
  Reports by Trustee to Holders of the Notes.

  
	
  Section
  7.07.

  	
  Compensation and Indemnity.

  
	
  Section
  7.08.

  	
  Replacement of Trustee.

  
	
  Section
  7.09.

  	
  Successor Trustee by Merger, etc.

  
	
  Section
  7.10.

  	
  Eligibility; Disqualification.

  
	
  Section
  7.11.

  	
  Preferential Collection of Claims Against
  Company.

  
	
   

  
	
  ARTICLE 8

  
	
  LEGAL
  DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  
	
  Section
  8.01.

  	
  Option to Effect Legal Defeasance or
  Covenant Defeasance.

  
	
  Section
  8.02.

  	
  Legal Defeasance and Discharge.

  
	
  Section
  8.03.

  	
  Covenant Defeasance.

  
	
  Section
  8.04.

  	
  Conditions to Legal or Covenant Defeasance.

  
	
  Section
  8.05.

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

  
	
  Section
  8.06.

  	
  Repayment to Company.

  
	
  Section
  8.07.

  	
  Reinstatement.

  
	
   

  
	
  ARTICLE 9

  
	
  AMENDMENT,
  SUPPLEMENT AND WAIVER

  
	
   

  
	
  Section
  9.01.

  	
  Without Consent of Holders of Notes.

  
	
  Section
  9.02.

  	
  With Consent of Holders of Notes.

  
	
  Section
  9.03.

  	
  Compliance with Trust Indenture Act.

  
	
  Section
  9.04.

  	
  Revocation and Effect of Consents.

  
	
  Section
  9.05.

  	
  Notation on or Exchange of Notes.

  
	
  Section
  9.06.

  	
  Trustee to Sign Amendments, etc.

  
	
   

  
	
  ARTICLE 10

  
	
  [RESERVED]

  
	
   

  
	
  ARTICLE 11

  
	
  SATISFACTION
  AND DISCHARGE

  
	
   

  
	
  Section
  11.01.

  	
  Satisfaction and Discharge.

  
	
  Section
  11.02.

  	
  Application of Trust Money.

  



 

















 


	
  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

  



 

















 


 


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) 8.000% Senior Notes due 2010 issued on the date hereof (the “Original
Notes”), (ii) Additional Notes (as defined herein) that may be
issued on any date after the date hereof (all such notes referred to in clauses
(i) and (ii) being referred to as the “Initial Notes”) and (iii) 8.000% Senior
Notes due 2010 issued in exchange for Initial Notes pursuant to the
Registration Rights Agreement (the “Exchange Notes” and, together with the
Initial Notes, the “Notes”); and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.  Except as otherwise provided herein, €200
million in aggregate principal amount of Notes shall be initially issued on the
date hereof.


 


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


 


ARTICLE
1


Definitions
And Incorporation By Reference


 


Section 1.01.   Definitions.


 


“144A Global Note” means a Global Note
bearing the Global Note Legend, the Private Placement Legend and the French
Legend and deposited with 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.


 


“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 7.625% Senior Notes due 2010 issued by the Company on the date of this
Indenture pursuant to the Dollar Notes Indenture.


 


“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.


 


9

















 


“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


 


(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


 


10

















 


(3)           all dividends, whether
paid or accrued and whether or not in cash, on any series of preferred stock of
such Person or any of its Restricted Subsidiaries, other than dividends on
Equity Interests payable solely in Equity Interests of the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the
Company.


 


“Fixed Charge Coverage Ratio” means, with
respect to any specified Person for any four-quarter period, the ratio of the
Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such
period to the Fixed Charges of such Person and its Restricted Subsidiaries for
such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any
Debt (other than ordinary working capital borrowings) or issues, repurchases or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated and on or prior to the date
on which the event for which the calculation of the Fixed Charge Coverage Ratio
is made (the “Calculation Date”), then the Fixed
Charge Coverage Ratio will be calculated giving pro forma effect to such
incurrence, assumption, Guarantee, repayment, repurchase or redemption of Debt,
or such issuance, repurchase or redemption of preferred stock, and the use of
the proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period.


 


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


 


(1)           acquisitions or
dispositions that have been made by the specified Person or any of its
Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the
Calculation Date (including any acquisitions or dispositions made during such
reference period or subsequent to such reference period and on or prior to the
Calculation Date by any Person that became a Restricted Subsidiary or was
merged with and into the specified Person or any of its Restricted Subsidiaries
on or prior to such Calculation Date) will be given pro forma effect as if they
had occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period will be calculated on a pro
forma basis in accordance with Regulation S-X under the Securities Act, but
without giving effect to clause (3) of the proviso set forth in the definition
of Consolidated Net Income;


 


(2)           interest on Capital
Lease Obligations and Attributable Debt shall be deemed to accrue at an
interest rate reasonably determined by a responsible financial or accounting
officer of the Company to be the rate of interest implicit in such Capital
Lease Obligation or Attributable Debt in accordance with French GAAP;


 


(3)           the consolidated
interest expense attributable to interest on (a) any Debt computed on a pro
forma basis that was not outstanding during the period for which the computation
is being made but which bears, at the option of such Person, a fixed or
floating rate of interest, shall be computed by applying, at the option of such
Person, either the fixed or floating rate and (b) borrowings under a revolving
credit facility computed on a pro forma basis shall be computed based upon the
average daily balance of such borrowings during the applicable period;


 


11

















 


(4)           the interest rate on
any Debt that bears a floating rate of interest shall be calculated as if the
weighted average interest rate that would have been applicable to such Debt
over the latest 12-month period ending on the last calendar month immediately
prior to the Calculation Date had been the applicable rate on such Debt for the
entire reference period (taking into account any Hedging Obligation designed to
protect such Person or any of its Restricted Subsidiaries against fluctuations
in interest rates (including any agreement that exchanges a fixed rate interest
obligation for a floating rate interest obligation) applicable to such Debt if
such Hedging Obligation has a remaining term in excess of 12 months);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Government
Securities”  means
securities that are:


 


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


 


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


 


12

















 


 


which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act), as custodian with respect to
any such Government Securities or a specific payment of principal of or
interest on any such Government Securities held by such custodian for the account
of the holder of such depository receipt; provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the Government Securities or the specific payment
of principal of or interest on the Government Securities evidenced by such
depository receipt.


 


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


 


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


 


(1)           currency exchange,
interest rate or commodity swap agreements, currency exchange, interest rate or
commodity cap agreements and currency exchange, interest rate or commodity
collar agreements; and


 


(2)           other agreements or
arrangements designed to protect such Person against fluctuations in currency
exchange, interest rates or commodity prices.


 


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


 


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


 


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


 


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


 


“Insolvency Law” means


 


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


 


(2)           Book (Livre) 6 of the French Code de commerce or any other law of
France relating to voluntary judicial amicable settlement of debts (règlement amiable),


 


13

















 


judicial reorganization or liquidation (redressement ou liquidation judiciaire),
bankruptcy, insolvency, moratorium or relief of debtors;


 


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


 


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


 


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


 


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


 


“Investments” means, with respect to any
Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for value of Debt, Equity Interests
or other securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with French GAAP. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiary of the
Company such that, after giving effect to any such sale or disposition, such Person
is no longer a Restricted Subsidiary of the Company, the Company will be deemed
to have made an Investment on the date of any such sale or disposition equal to
the fair market value of the Company’s Investments in such Restricted
Subsidiary that were not sold or disposed of in an amount determined as
provided in Section 4.07(c) hereof. 
“Investments” shall exclude extensions of trade credit by the Company or
any of its Restricted Subsidiaries in the ordinary course of business.


 


“Issue Date” means the date of this
Indenture.


 


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


 


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


 


14

















 


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


 


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


 


(1)           any gain or loss,
together with any related provision for taxes on such gain (but not loss), realized
in connection with: (a) any Asset Sale; or (b) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Debt of such Person or any of its Restricted
Subsidiaries; and


 


(2)           any extraordinary gain
or loss, together with any related provision for taxes on such extraordinary
gain (but not loss).


 


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


 


(1)           costs relating to
such Asset Sale, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements;


 


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


 


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


 


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


 


“Non-Recourse
Debt” means Debt:


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


“Officers’ Certificate” means a certificate
signed on behalf of the Company or a Subsidiary Guarantor, as applicable, by
two Officers of the Company or such Subsidiary Guarantor, one of whom must be
the principal executive officer, the principal financial officer, the treasurer
or the principal accounting officer of the Company or such Subsidiary
Guarantor, as the case may be, that meets the requirements of Section 12.05
hereof, if applicable.


 


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


 


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


 


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


 


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


 


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


 


16

















 


“Permitted Investments” means:


 


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


 


(2)           any Investment in
Cash Equivalents;


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)           Hedging Obligations
entered into in the ordinary course of business and not for speculative
purposes;


 


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


 


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


 


17

















 


(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 Subordinated Notes and
any Senior Subordinated Exchange Notes;


 


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


 


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


 


(14)         other Investments in
any Person having an aggregate fair market value (measured on the date each
such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this
clause (14) since the date of this Indenture not to exceed €6.0 million, with
no more than €3.0 million to be made in any one fiscal year.


 


“Permitted Liens” means:


 


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


 


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


 


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


 


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


 


18

















 


(5)           Liens incurred or
deposits made in the ordinary course of business that are incidental to the
conduct of business or the ownership of properties and assets (including Liens
in connection with worker’s compensation, unemployment insurance and other like
laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens and
other Liens arising by operation of law) and Liens to secure the performance of
bids, tenders or trade contracts, or to secure statutory or planning
obligations, surety or appeal bonds, performance bonds or other obligations of
a like nature incurred in the ordinary course of business, in each such case,
not in connection with the borrowing of money; provided that in each case,
the obligation secured is not more than 60 days overdue or, if so overdue, is
being contested in good faith by appropriate actions or proceedings and
adequate reserves have been established in accordance with French GAAP;


 


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


 


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


 


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


 


(9)           Liens in favor of
issuers of tender, bid, surety, appeal or performance bonds or letters of
credit or bankers’ acceptances issued pursuant to the request of and for the
account of the Company or any Restricted Subsidiary in the ordinary course of
its business; provided, however,
that such letters of credit do not support Debt;


 


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


 


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


 


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


 


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


 


(14)         Liens of or resulting
from any judgment or award, the time for the appeal or petition for rehearing of
which shall not have expired, or in respect of which the


 


19

















 


Company or a Restricted Subsidiary shall at
any time in good faith be prosecuting an appeal or proceeding for a review and
in respect of which a stay of execution pending such appeal or proceeding for
review shall have been secured;


 


(15)         Liens created over
assets not on the balance sheet of the Company and its Restricted Subsidiaries
held in trust by another Person, which assets are to be used by such other
Person solely for satisfying the Company or a Restricted Subsidiary’s scheduled
payment obligations in respect of the principal and/or interest in respect of
any Debt of the Company or that Restricted Subsidiary in circumstances where
such other Person has undertaken responsibility for the discharge of the
Company or the Restricted Subsidiary’s obligations in relation to such Debt, provided that no outstanding Debt under the Credit
Facilities, or any similar credit or loan facility may be secured under or
pursuant to this clause (15);


 


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


 


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


 


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


 


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


 


(2)           such Permitted Refinancing
Debt has a final maturity date later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Debt being extended, refinanced, renewed, replaced,
defeased or refunded;


 


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


 


20

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registration Rights Agreement” means the
Exchange and Registration Rights Agreement, dated as of May 28, 2003,
among the Company and the other parties named on the signature pages thereof,
relating to the Original Notes and the Dollar Notes and the Senior Subordinated
Notes, as such agreement may be amended, modified or supplemented from time to
time, and, with respect to any Additional Notes, one or more registration
rights agreements among the Company and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company, and the Subsidiary Guarantors, if any,
to the purchasers of Additional Notes to register such Additional Notes under
the Securities Act.


 


21

















 


“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.


 


“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


 


22

















 


the Company or
such Subsidiary to such Person with the intention of taking back a lease of
such properties or assets.


 


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


 


“SEC” means the Securities and Exchange
Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


Subsidiary
Guarantor of any Debt, including the Senior Subordinated Notes, which is by its
terms subordinated in right of payment to such Subsidiary’s Guarantee of the
Senior Notes.


 


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


 


(1)           any corporation,
company, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees of the corporation, association or other business entity is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person (or a combination thereof); and


 


(2)           any partnership (a)
the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners of which
are that Person or one or more Subsidiaries of that Person (or any combination
thereof).


 


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


 


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


 


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


 


“Unrestricted Global Note” means a permanent
Global Note that bears the Global Note Legend and the French Legend and that
has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, and that is deposited with 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;


 


24

















 


(3)           is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or
to cause such Person to achieve any specified levels of operating results; and


 


(4)           has not guaranteed
or otherwise directly or indirectly provided credit support for any Debt of the
Company or any of its Restricted Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


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


 


Section 1.02.  Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Additional
  Amounts”

  	
   

  	
  4.20

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.11

  
	
  “Asset
  Sale Offer”

  	
   

  	
  3.10

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  
	
  “Change
  of Control Offer”

  	
   

  	
  4.15

  
	
  “Change
  of Control Payment”

  	
   

  	
  4.15

  
	
  “Change
  of Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  
	
  “Excess
  Proceeds”

  	
   

  	
  4.10

  
	
  “Incur”

  	
   

  	
  4.09

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
  “Offer
  Amount”

  	
   

  	
  3.10

  
	
  “Offer
  Period”

  	
   

  	
  3.10

  
	
  “Payer”

  	
   

  	
  3.08

  
	
  “Paying
  Agent”

  	
   

  	
  2.03

  
	
  “Payment
  Default”

  	
   

  	
  6.01

  
	
  “Permitted
  Debt”

  	
   

  	
  4.09

  
	
  “Principal
  Paying Agent”

  	
   

  	
  2.03

  
	
  “Purchase
  Date”

  	
   

  	
  3.10

  
	
  “Register”

  	
   

  	
  2.03

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Relevant
  Tax Jurisdiction”

  	
   

  	
  4.20

  
	
  “Restricted
  Payments”

  	
   

  	
  4.07

  
	
  “Suspension
  Event”

  	
   

  	
  4.22

  
	
  “Tax
  Redemption Date”

  	
   

  	
  3.08

  
	
  “Transfer
  Agent”

  	
   

  	
  2.03

  



 


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


 


The following TIA terms have the following
meanings:


 


“indenture securities” means the Notes;


 


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


 


“indenture to be qualified” means this
Indenture;


 


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


 


26

















 


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


 


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


 


Section 1.04.  Rules of Construction.  Unless the context otherwise
requires:


 


(1)           a term has the meaning assigned to it;


 


(2)           an accounting term not otherwise
defined has the meaning assigned to it in accordance with French GAAP;


 


(3)           “or” is not exclusive;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
2


The Notes


 


Section 2.01.  Form and Dating.


 


(a)           General.


 


The Notes and the certificates of
authentication will be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage and as provided
herein.  The Company shall approve the
form of


 


27

















 


the Notes and
any notation, legend or endorsement thereon. 
Each Note will be dated the date of its authentication.  The Notes shall be issued in denominations
of €1,000 and integral multiples thereof. 
The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound thereby. 
However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.


 


(b)           Global Notes.


 


Notes issued in global form will be
substantially in the form of Exhibit A hereto (including the Global Note
Legend thereon and a “Schedule of Exchanges of Interests in the Global Note”
substantially in the form of Schedule A attached thereto).  Each Global Note will represent such of the
outstanding Notes as will be specified therein and each shall provide that it
represents the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions and purchases and
cancellations.  Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
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.


 


28

















 


(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.


 


(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


 


29

















 


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


 


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


 


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


 


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


 


Section 2.04.  Paying Agent to Hold Money in Trust.


 


The Company shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal of, interest and premium, if any, Additional
Amounts, if any, and Special Interest, if any, on the Notes, and shall promptly
notify the Trustee of any Default by the Company in making any such
payment.  While any such Default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee.  The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money.  If the Company
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as


 


30

















 


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


 


Section 2.05.  Holder Lists.


 


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


 


Section 2.06.  Transfer and Exchange.


 


(a)           Transfer and Exchange of Global Notes.


 


A Global Note may not be transferred except
as a whole by a Depositary to a 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.


 


31

















 


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


 


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


 


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


 


(i)            Transfer of Book-Entry Interests in the Same Global
Note. Book-Entry Interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a Book-Entry
Interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the French Legend and the Private Placement Legend; provided, however, that prior to the
expiration of the Distribution Compliance Period, 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


 


32

















 


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 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


 


33

















 


participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of
the Company;


 


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


 


(C)           such transfer is effected by a
broker-dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


 


(D)          the Transfer Agent receives the
following:


 


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


 


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


 


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


 


If any such transfer referred to above is
effected at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of Book-Entry Interests transferred or exchanged.


 


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


 


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


 


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


 


34

















 


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


 


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


 


(B)           if such Book-Entry Interest is being
transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1)
thereof;


 


(C)           if such Book-Entry Interest is being
transferred in an offshore transaction in accordance with Rule 903 or Rule 904,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof; or


 


(D)          if such Book-Entry Interest is being
transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in
item (3)(b) thereof,


 


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


 


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


 


(A)          such exchange or transfer is effected
pursuant to an Exchange Offer and the holder of such Book-Entry Interest in a
Restricted Global Note, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the


 


35

















 


applicable Letter of Transmittal (or any
electronic equivalent utilized by any Depositary and acceptable to the Company)
that it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;


 


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


 


(C)           such transfer is effected by a
broker-dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


 


(D)          the Transfer Agent receives the
following:


 


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


 


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


 


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


 


Upon satisfaction of the foregoing conditions, the Registrar shall
cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will
execute and the Trustee will authenticate and deliver to the Person designated
in the instructions a Definitive Registered Note in the appropriate principal
amount.  Any Definitive Registered Note
issued in exchange for a Book-Entry Interest pursuant to this Section
2.06(c)(ii) will be registered by the Registrar in such name or names and in
such authorised denomination or denominations as the holder of such Book-Entry
Interest requests through instructions to the Registrar from or through the
Depositary and the Participant or Indirect Participant.  The Registrar will deliver such Definitive
Registered Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Registered
Note issued in exchange for a Book-Entry Interest pursuant to this Section
2.06(c)(ii) will not bear the Private Placement Legend, but will bear the
French Legend.


 


36

















 


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


 


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


 


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


 


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


 


(B)           if
such
Restricted Definitive Registered Note is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;


 


(C)           if
such Restricted Definitive Registered Note is being transferred to a Non-US
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


 


(D)          if
such
Restricted Definitive Registered Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof; or


 


37

















 


(E)           if
such Restricted Definitive Registered Note is being transferred to the Company
or any of its Subsidiaries, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (3)(b) thereof; and


 


the Registrar will cancel the
Restricted Definitive Registered Note, and the Registrar will increase or cause
to be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B) above,
the appropriate 144A Global Note, in the case of clause (C) above, the
appropriate Regulation S Global Note, and, in all other cases, the appropriate
144A Global Note.


 


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


 


(A)          such
exchange or transfer is effected pursuant to an Exchange Offer and the Holder,
in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a
broker-dealer, (ii) a Person participating in the distribution of Exchange
Notes, or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Company;


 


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


 


(C)           such
transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)          the
Registrar receives the following:


 


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


 


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


 


in each such case set forth in
subparagraph (D), if the Company so requests or if the Applicable Procedures so
require, the Company receives an Opinion of Counsel in form reasonably
acceptable to it to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein
and in the


 


38

















 


Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.


 


Upon satisfaction of the
conditions of this Section 2.06(d)(ii), the Trustee will cancel the Definitive
Registered Notes and the Registrar will increase or cause to be increased the
aggregate principal amount of the Unrestricted Global Note.


 


(iii)          Unrestricted
Definitive Registered Notes to Book-Entry Interests in Unrestricted Global
Notes.  A Holder of an
Unrestricted Definitive Registered Note may exchange such Note for a Book-Entry
Interest in an Unrestricted Global Note or transfer such Definitive Registered
Notes to a Person who takes delivery thereof in the form of a Book-Entry
Interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the
Trustee will cancel the applicable Unrestricted Definitive Registered Note and
the Registrar will increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a Definitive
Registered Note to a Book-Entry Interest is effected pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
not yet been issued, the Company will issue, and the Trustee will authenticate,
one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Registered Notes so transferred.


 


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


 


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


 


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


 


39

















 


(A)          if the transfer will be made
pursuant to Rule 144A, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (1)
thereof;


 


(B)           if the transfer will be made
pursuant to Rule 903 or Rule 904, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and


 


(C)           if the transfer will be made
pursuant to any other exemption from the registration requirements of the
Securities Act, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


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


 


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


 


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


 


(C)           any such transfer is effected by a
broker-dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


 


(D)          the Transfer Agent receives the
following:


 


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


 


(2)     if the Holder of such Restricted Definitive
Registered Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of Unrestricted Definitive Registered Notes, a
certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


40

















 


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


 


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


 


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


 


(f)            Exchange
Offer.  Upon the occurrence
of the Exchange Offer, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the Book-Entry Interests in
the Global Notes tendered for acceptance by Persons that certify in the
applicable Letters of Transmittal (or an electronic equivalent utilized by any
Depositary and acceptable to the Company) that (x) they are not broker-dealers,
(y) they are not participating in a distribution of the Exchange Notes and (z)
they are not affiliates (as defined in Rule 144) of the Company, and accepted
for exchange in the Exchange Offer and (ii) Unrestricted Definitive Registered
Notes in an aggregate principal amount equal to the principal amount of the
Definitive Registered Notes accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such
Notes, the Registrar shall cause the aggregate principal amount of the
applicable Restricted Global Notes to be reduced accordingly, and the Company
shall execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Registered Notes so accepted
Unrestricted Definitive Registered Notes in the appropriate principal amount.


 


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


 


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


 


“EACH HOLDER ACKNOWLEDGES AND AGREES THAT OFFERS AND SALES OF NOTES
WILL BE MADE IN THE REPUBLIC OF FRANCE ONLY TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) IN ACCORDANCE
WITH ARTICLE L.411-1 AND L.411-2 OF THE FRENCH CODE


 


41

















 


MONÉTAIRE ET FINANCIER
AND DECREE NO. 98-880 DATED 1 OCTOBER 1998.”


 


(ii)           Private Placement Legend:


 


(A)          Except as permitted by clause (B)
below, each Global Note and each Definitive Registered Note (and all Notes
issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:


 


“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)
(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT,
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (5) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.”


 


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


 


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


 


“THIS GLOBAL NOTE IS HELD BY THE 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


 


42

















 


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 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.


 


43

















 


(i)            General
Provisions Relating to Transfers and Exchanges.


 


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


 


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


 


(iii)          No Registrar shall be required to
register the transfer of or exchange any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.


 


(iv)          All Global Notes and Definitive
Registered Notes issued upon any registration of transfer or exchange of Global
Notes or Definitive Registered Notes shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Global Notes or Definitive Registered Notes surrendered upon
such registration of transfer or exchange.


 


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


 


(vi)          The Trustee, any Agent and the Company
may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal
of, interest and premium, Additional Amounts, if any, and Special Interest, if
any, on such Notes and for all other purposes, and none of the Trustee, any
Agent or the Company shall be affected by notice to the contrary (subject, in
the case of payments of interest, Additional Amounts and Special Interest, to
the record date provisions of the Notes).


 


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


 


44

















 


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


 


Section 2.07.  Replacement Notes.


 


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


 


(b)           Every replacement
Note is an additional obligation of the Company and shall be entitled to all of
the benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.


 


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


 


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


 


Section 2.08.  Outstanding Notes.


 


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


 


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


 


If the principal amount of any Note is
considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue.  If a
Note is subject to Legal Defeasance under Section 8.03 or Covenant Defeasance
pursuant to Section 8.03, it will be deemed to be outstanding only for the
purposes set forth in said Sections.


 


If the Paying Agent (other than the Company,
a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or
maturity date, money sufficient to pay Notes payable on that date,


 


45

















 


then on and
after that date such Notes will be deemed to be no longer outstanding and will
cease to accrue interest.


 


Section 2.09.  Treasury Notes.


 


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


 


Section 2.10.  Temporary Notes.


 


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


 


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


 


Section 2.11.  Cancellation.


 


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


 


Section 2.12.  Defaulted Interest.


 


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


 


46

















 


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 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


 


47

















 


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


 


ARTICLE
3


Redemption And Repayment


 


Section 3.01.  Notices to Trustee.


 


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


 


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


 


(2)           the redemption date;


 


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


 


(4)           the redemption price; and


 


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


 


Section 3.02.  Selection of Notes to be Redeemed or
Purchased.


 


If less than all of the Notes are to be
redeemed or purchased in an offer to purchase at any time, the Trustee will
select Notes for redemption or purchase on a pro rata basis, unless such method
is impractical in the reasonable opinion of the Trustee, then by lot or by such
method as the Trustee shall deem fair and appropriate, provided that in connection
with a purchase arising from an Asset Sale such selection shall be made on a
pro rata basis pursuant to Section 4.10.


 


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


 


The Trustee will promptly notify the Company
in writing of the Notes selected for redemption or purchase and, in the case of
any Note selected for partial redemption or purchase, the principal amount
thereof to be redeemed or purchased.  Notes
and portions of Notes selected will be in amounts of €1,000 or whole multiples
of €1,000.  Except as provided in the
preceding


 


48

















 


sentence,
provisions of this Indenture that apply to Notes called for redemption or
purchase also apply to portions of Notes called for redemption or purchase.


 


Section 3.03.  Notice of Redemption.  At least 30 days but not more than 60 days before a
redemption date, the Company will mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be mailed more than
60 days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of this Indenture
pursuant to Article 8 or Article 11 of this Indenture.


 


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


 


(1)           the redemption date;


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)           that no representation is made as to
the correctness or accuracy of the ISIN 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.


 


49

















 


Section 3.04.  Effect of Notice of Redemption.


 


Once notice of redemption is mailed in
accordance with Section 3.03 hereof, Notes called for redemption become irrevocably
due and payable on the redemption date at the redemption price.  A notice of redemption may not be
conditional.


 


Section 3.05.  Deposit of Redemption or Purchase
Price.


 


One Business Day prior to the redemption or
purchase price date, the Company will deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption or purchase price of and
accrued interest and Special Interest, if any, on all Notes to be redeemed or
purchased on that date.  The Trustee or
the Paying Agent will promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and
Special Interest, if any, on, all Notes to be redeemed or purchased.


 


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


 


Section 3.06.  Notes Redeemed or Purchased in Part.


 


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


 


Section 3.07.  Optional Redemption.


 


(a)           At any time prior to
June 1, 2006, the Company may at its option on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture at a redemption price equal to 108.000% 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


 


50

















 


(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

  	
   

  	
  104.000

  	
  %

  
	
  2008

  	
   

  	
  102.000

  	
  %

  
	
  2009 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


Section 3.08.  Redemption
for Taxation Reasons.


 


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


 


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


 


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


 


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


 


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


 


51

















 


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


 


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


 


Section 3.09.  Mandatory Redemption.


 


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


 


Section 3.10.  Offer to Purchase by Application of
Excess Proceeds.


 


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


 


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


 


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


 


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


 


52

















 


(1)           that the Asset Sale Offer is being
made pursuant to this Section 3.10 and Section 4.10 hereof and the length of
time the Asset Sale Offer will remain open;


 


(2)           the Offer Amount, the purchase price
and the Purchase Date;


 


(3)           that any Note not tendered or
accepted for payment will continue to accrue interest;


 


(4)           that, unless the Company defaults in
making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer will cease to accrue interest after the Purchase Date;


 


(5)           that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in
integral multiples of €1,000 only;


 


(6)           that Holders electing to have a Note
purchased pursuant to any Asset Sale Offer will be required to surrender the
Note, with the form entitled “Option of Holder to Elect Purchase” attached to
the Note completed, or transfer by book-entry transfer, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three Business Days before the Purchase Date;


 


(7)           that Holders will be entitled to
withdraw their election if the Company, the depositary or the Paying Agent, as
the case may be, receives, not later than the expiration of the Offer Period, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and
a statement that such Holder is withdrawing his election to have such Note
purchased;


 


(8)           that, if the aggregate principal
amount of Notes and other pari passu Debt surrendered by Holders
exceeds the Offer Amount, the Company will select the Notes and other pari passu Debt
to be purchased on a pro rata basis based on the principal amount of Notes and
such other pari
passu Debt surrendered (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of €1,000, or
integral multiples thereof, will be purchased); and


 


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


 


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


 


53

















 


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.


 


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


 


54

















 


will in any
manner relieve the Company of its obligation to maintain an office or agency in
the Borough of Manhattan, the City of New York for such purposes.  The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.


 


Section 4.03.  Reports.


 


(a)           Whether or not
required by the rules and regulations of the SEC, so long as any Notes are
outstanding, the Company will file with the SEC (and make available to the
Trustee and to the Holders of Notes (without exhibits) without cost to any of
these, within 15 days after filing them with the SEC);


 


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


 


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


 


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


 


55

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.04.  Compliance Certificate.


 


(a)           The Company and each
Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so
required under the TIA) shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officers’ Certificate stating that a review of the
activities of the Company and its Restricted Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant
and condition contained in


 


56

















 


this Indenture
and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of
which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto).


 


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


 


Section 4.05.  Taxes.


 


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


 


Section 4.06.  Stay, Extension and Usury Laws.


 


The Company and each Subsidiary Guarantor
covenant (to the extent that they may lawfully do so) that they shall not at
any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company and such Subsidiary Guarantor
(to the extent that they may lawfully do so) hereby expressly waive all benefit
or advantage of any such law, and covenant that they will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law has been enacted.


 


Section 4.07.  Restricted
Payments.


 


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


 


(1)           declare or pay any dividend or make
any other payment or distribution on account of the Company’s Equity Interests
or any Restricted Subsidiary’s Equity Interests (including, without limitation,
any payment in connection with any merger or consolidation involving the
Company or any Restricted Subsidiary) or to the direct or indirect holders of
the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their
capacity as such, other than:


 


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


 


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


 


57

















 


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


 


(2)           purchase, redeem or otherwise acquire
or retire for value (including, without limitation, in connection with any
merger or consolidation involving the Company) any Equity Interests of the
Company;


 


(3)           make any payment on or with respect
to, or purchase, redeem, defease or otherwise acquire or retire for value any
Subordinated Debt, except a payment of interest or principal at the Stated
Maturity thereof (other than (x) intercompany Debt permitted under Section
4.09(b)(7) hereof and (y) the purchase, repurchase or other acquisition of such
subordinated Debt purchased in anticipation of satisfying a payment of
principal at the Stated Maturity thereof, in each case within one year of such
Stated Maturity); or


 


(4)           make any Restricted Investment (all
such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as “Restricted Payments”),


 


unless, at the time of and after giving
effect to such Restricted Payment:


 


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


 


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


 


(3)           such Restricted Payment, together
with the aggregate amount of all other Restricted Payments made by the Company
and its Restricted Subsidiaries after the date of this Indenture (excluding
Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7) and (8)
of Section 4.07(b) hereof), is less than the sum, without duplication, of:


 


(A)          50% of the Consolidated Net Income of
the Company for the period (taken as one accounting period) from the beginning
of the fiscal quarter in which the Original Notes are issued to the end of the
Company’s most recently ended fiscal quarter for which financial statements are
publicly available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus


 


(B)           100% of the aggregate net cash
proceeds received by the Company since the date of this Indenture (i) as a
contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) or (ii) from the issue
or sale of convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Company upon conversion into or exchange
for such Equity Interests (other than Equity Interests (or Disqualified Stock
or debt securities) sold to a Subsidiary of the Company), plus


 


58

















 


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


 


(D)          to the extent that any Restricted
Investment that was made after the date of this Indenture is sold for cash or
otherwise liquidated or repaid for cash, the lesser of (i) the cash return of
capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (ii) the initial amount of such Restricted Investment,
plus


 


(E)           to the extent that any Unrestricted
Subsidiary of the Company is redesignated as a Restricted Subsidiary after the
date of this Indenture, the lesser of (i) the fair market value of the
Company’s Investment in such Subsidiary as of the date of such redesignation or
(ii) such fair market value as of the date on which such Subsidiary was
originally designated as an Unrestricted Subsidiary.


 


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


 


(1)           the payment of any
dividend within five months after the date on which a dividend is publicly
announced by the Board of Directors of the Company, if at the date of
announcement the dividend payment would have complied with the provisions of
this Indenture;


 


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


 


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


 


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


 


59

















 


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


 


(5)           the declaration and
payment of dividends to holders of any class or series of Disqualified Stock of
the Company issued in accordance with Section 4.09 hereof to the extent such
dividends are included in the definition of Fixed Charges;


 


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


 


(7)           payment of any
Receivables Fees; or


 


(8)           so long as no
Default or Event of Default shall have occurred and be continuing, other
Restricted Payments in an aggregate amount, when taken together with all other
Restricted Payments made pursuant to this clause (8), not to exceed €40
million, with no more than €20 million to be paid in any one fiscal year.


 


(c)           The amount of all
Restricted Payments (other than cash) will be the fair market value on the date
of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant to the Restricted Payment. The fair market value of any assets
or securities that are required to be valued by this Section 4.07 will be
determined in good faith (a) in the case of assets or securities valued at more
than €10 million and less than or equal to €50 million, by a Senior Financial
Officer of the Company and set forth in a certificate to the Trustee from such
Officer, and (b) in the case of assets or securities valued at more than €50
million, by the Company’s Board of Directors (whose resolution with respect
thereto will be final and binding) and set forth in an Officers’ Certificate
delivered to the Trustee.


 


Section 4.08.  Dividend and Other Payment
Restrictions Affecting Subsidiaries.


 


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


 


(1)           pay dividends or make any other
distributions on its Capital Stock to the Company or any of its Restricted
Subsidiaries;


 


(2)           make loans or advances to the Company
or any of its Restricted Subsidiaries or to make required payments in respect
thereof; or


 


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


 


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


 


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(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 Subordinated 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 Subordinated Notes and any Senior
Subordinated Exchange Notes; and (E) any Guarantee by a Subsidiary Guarantor of
any such note referred to under clause (B), (C) or (D) of this clause (2);


 


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


 


(4)           any instrument governing Debt or
Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent
such Debt or Capital Stock was incurred in connection with or in contemplation
of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person or the
property or assets of the Person so acquired, and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those instruments, provided that the
encumbrances or restrictions contained in any such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings, taken as a whole, are not materially more restrictive than the
encumbrances or restrictions contained in instruments in effect on the date of
acquisition;


 


(5)           customary non-assignment provisions
in leases or other agreements entered into in the ordinary course of business
and consistent with past practices;


 


(6)           purchase money obligations for
property acquired in the ordinary course of business that impose restrictions
on that property of the nature described in Section 4.08(a)(3) hereof;


 


(7)           any agreement for the sale or other
disposition of a Restricted Subsidiary that restricts distributions by that
Restricted Subsidiary pending its sale or other disposition;


 


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


 


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(9)           Liens securing Debt otherwise
permitted to be incurred under the provisions of Section 4.12 or 4.16 hereof
that limit the right of the debtor to dispose of the assets subject to such
Liens;


 


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


 


(11)         restrictions on cash or other deposits
or net worth imposed by customers or lessors under contracts or leases entered
into in the ordinary course of business; and


 


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


 


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


 


(a)           The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any Debt (including
Acquired Debt), and the Company will not issue any Disqualified Stock and will
not permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that (1)
the Company may incur Debt (including Acquired Debt) or issue Disqualified
Stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended
four full fiscal quarters for which financial statements are publicly available
immediately preceding the date on which such additional Debt is incurred or
such Disqualified Stock is issued would have been at least 2.25 to 1 determined
on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Debt had been incurred or the Disqualified
Stock had been issued, as the case may be, at the beginning of such four-quarter
period, and (2) at any time when a Restricted Subsidiary is a Subsidiary
Guarantor that has Guaranteed Debt of the Company, any incurrence of Debt by
the Company permitted by the preceding clause (1) may be incurred by any such
Subsidiary Guarantor.


 


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


 


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


 


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(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 Subordinated Notes and
any Senior Subordinated Exchange Notes;


 


(4)           the incurrence by the Company or any
of its Restricted Subsidiaries of Debt represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, in each case,
incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property (real or personal), plant or
equipment (whether through the direct purchase of assets or through the
purchase of the Capital Stock of any Person owning such assets) used in the
business of the Company or such Restricted Subsidiary, in an aggregate
principal amount at any time outstanding, including all Permitted Refinancing
Debt incurred to refund, refinance or replace any Debt incurred pursuant to
this clause (4), not to exceed 5% of the Consolidated Net Tangible Assets of
the Company and its Restricted Subsidiaries;


 


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


 


(6)           the incurrence by the Company or any
of its Restricted Subsidiaries of obligations with respect to letters of credit
securing obligations entered into in the ordinary course of business to the
extent such letters of credit are not drawn upon or, if drawn upon, such
drawing is reimbursed within five Business Days following receipt of a demand
for reimbursement;


 


(7)           the incurrence by the Company or any
of its Restricted Subsidiaries of intercompany Debt between or among the
Company and any of its Restricted Subsidiaries; provided, however, that:


 


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


 


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


 


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(8)           the issuance of shares of preferred
stock by a Restricted Subsidiary to the Company or another Restricted
Subsidiary; provided that any
subsequent issuance or transfer of any Capital Stock or any other event which,
in either case, results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any other subsequent transfer of any such shares of
preferred stock (except to the Company or another Restricted Subsidiary) shall
be deemed in each case to be an issuance of such shares of preferred stock that
was not permitted by this clause (8);


 


(9)           the incurrence by the Company or any
of its Restricted Subsidiaries of:


 


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


 


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


 


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


 


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


 


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


 


(13)         the incurrence by the Company or any of
its Restricted Subsidiaries of Debt arising from the honoring by a bank or
other financial institution of a check, draft or similar institution
inadvertently drawn against insufficient funds in the ordinary course of
business provided such Debt is extinguished within 10 days of occurrence; and


 


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


 


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


 


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


 


64

















 


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


 


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


 


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


 


(4)           the accrual of interest, the accretion
or amortization of original issue discount, the payment of interest on any Debt
in the form of additional Debt with the same terms, and the payment of
dividends on Disqualified Stock in the form of additional shares of the same
class of Disqualified Stock will not be deemed to be an incurrence of Debt or
an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the
amount thereof is included in Fixed Charges of the Company as accrued;


 


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


 


(6)           the maximum amount of Debt that the
Company or a Restricted Subsidiary may incur pursuant to this Section 4.09 will
not be deemed to be exceeded, with respect to any outstanding Debt, due solely
to the result of fluctuations in the exchange rates of currencies.


 


Section 4.10.  Asset Sales.


 


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


 


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(1)           the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of the Asset
Sale at least equal to the fair market value of the assets or Equity Interests
issued or sold or otherwise disposed of, with such fair market value being
determined in good faith (a) in the case of Asset Sales for aggregate consideration
less than or equal to €50 million, by a Senior Financial Officer of the
Company; and (b) in the case of Asset Sales for aggregate consideration in
excess of €50 million, by the Company’s Board of Directors; and


 


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


 


(i)            any liabilities, as
shown on the Company’s most recent consolidated balance sheet, of the Company
or any Restricted Subsidiary (other than contingent liabilities and liabilities
that are by their terms subordinated to the Notes) that are assumed by the
transferee of any such assets pursuant to an agreement that releases the
Company or such Restricted Subsidiary from further liability or with respect to
which the transferee has granted a full and complete indemnity to the Company
or such Restricted Subsidiary;


 


(ii)           any securities,
notes or other obligations received by the Company or any such Restricted
Subsidiary from such transferee that are converted by the Company or such
Restricted Subsidiary into cash, to the extent of the cash received in that
conversion, within 180 days after receipt; and


 


(iii)          Cash Equivalents.


 


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


 


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


 


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


 


(3)           to make a capital expenditure; or


 


66

















 


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


 


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


 


Any Net Proceeds from Asset Sales that are
not applied or invested as provided in the preceding paragraphs will constitute
“Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds €30 million, the Company will, within 30
days, make an Asset Sale Offer to all Holders of Notes and, at the Company’s
option, to all holders of other Debt that is pari
passu with the Notes, in accordance with Section 3.10 hereof, to
purchase the maximum principal amount of Notes and such other pari passu Debt that may be purchased out
of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal
to 100% of the principal amount of the Notes being repurchased plus accrued and
unpaid interest and Special Interest and Additional Amounts, if any, to the
date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use those Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and other pari
passu Debt tendered into such Asset Sale Offer exceeds the amount of
Excess Proceeds, the Excess Proceeds will be allocated by the Company to the
Notes and such other pari passu Debt on a pro rata basis (based upon
the respective principal amounts of the Notes and such other pari passu
Debt tendered into such Asset Sale Offer) and the portion of each Note to be
purchased will be thereafter determined on a pro rata basis among the
holders of such Notes with appropriate adjustments such that the Notes may only
be purchased in integral multiples of €1,000, as applicable.  Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.


 


The Company will comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable
in connection with each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of Section 3.10 or
4.10 of this Indenture, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations
under those provisions of this Indenture by virtue of such conflict.


 


Section 4.11.  Transactions
with Affiliates.


 


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


 


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


 


67

















 


(2)           the Company delivers to the Trustee:


 


(A)          with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of €10 million and less than or equal to €50
million, a certificate of a Senior Financial Officer of the Company and one
member of the executive committee of the Board of Directors of the Company other
than such Senior Financial Officer certifying that such Affiliate Transaction
complies with this Section 4.11; and


 


(B)           with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of €50 million, (i) a resolution of the Board
of Directors of the Company set forth in an Officers’ Certificate certifying
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (ii) an opinion as to the
fairness to the Company of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of
international standing.


 


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


 


(1)           any employment, compensation, benefit
or indemnification agreement or arrangement (and any payments or other
transactions pursuant thereto) entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business with an officer,
employee or director and any transactions pursuant to stock option plans, stock
ownership plans and employee benefit plans or arrangements;


 


(2)           transactions between or among the
Company and/or its Restricted Subsidiaries (including any Person that becomes a
Restricted Subsidiary as a result of any such transaction);


 


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


 


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


 


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


 


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


 


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


 


68

















 


(8)           transactions pursuant to or
contemplated by any agreement of the Company or any Restricted Subsidiary as in
effect as of the Issue Date or any amendment thereto or any replacement
agreement so long as any such amendment or replacement agreement, taken as a
whole, is not materially more disadvantageous to the Holders than the original
agreement as in effect on the Issue Date.


 


Section 4.12.  Liens.


 


The Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist any Lien (other than Permitted Liens) on any asset
now owned or hereafter acquired to secure Debt, Attributable Debt or other
obligations, unless all payments due under this Indenture and the Notes or any
Subsidiary Guarantor’s Guarantee of the Notes, as the case may be, are secured
on an equal and ratable basis with (or prior to) the obligations so secured
until such time as such obligations are no longer secured by a Lien.


 


Section 4.13.  Business Activities.


 


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


 


Section 4.14.  Corporate Existence.


 


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


 


(1)           its corporate existence, and the
corporate, partnership or other existence of each of its Restricted
Subsidiaries, in accordance with the respective organizational documents (as
the same may be amended from time to time) of the Company or any such
Restricted Subsidiary; and


 


(2)           the material rights (charter and
statutory), licenses and franchises of the Company and its Restricted
Subsidiaries;


 


provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries, if the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Restricted Subsidiaries,
taken as a whole.


 


Section 4.15.  Offer to Repurchase Upon Change of
Control.


 


(a)           Upon the occurrence
of a Change of Control, the Company will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to €1,000 or an integral
multiple of €1,000) of each Holder’s Notes at a repurchase price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, Special Interest, if any, and Additional Amounts, if any, on the
Notes repurchased to the date of purchase (the “Change of Control Payment”).
Within 30 days following any Change of Control (except that


 


69

















 


in the case of
a Change of Control pursuant to clause (4) of the definition of Change of
Control such period will be 60 days), the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and stating:


 


(1)           that the Change of Control Offer is
being made pursuant to this Section 4.15 and that all Notes properly tendered
pursuant to such Change of Control Offer will be accepted for purchase;


 


(2)           the purchase price and the purchase
date, which shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the “Change of Control Payment Date”);


 


(3)           that any Note not properly tendered
will remain outstanding and continue to accrue interest;


 


(4)           that, unless the Company defaults in
the payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer will cease to accrue interest after the
Change of Control Payment Date;


 


(5)           that Holders electing to have any
Notes purchased pursuant to a Change of Control Offer will be required to
surrender the Notes, with the form entitled “Option of Holder to Elect
Purchase” attached to the Notes completed, to the Paying Agent at the address specified
in the notice or, if and for so long as the Notes are listed on the Luxembourg
Stock Exchange, 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


 


70

















 


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


 


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


 


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


 


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


 


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


 


The Paying Agent will promptly mail to each
Holder of Notes properly tendered the Change of Control Payment for such Notes,
and the Trustee will promptly authenticate and mail (or cause to be transferred
by book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each new Note
will be in a principal amount of €1,000 or an integral multiple thereof.  The Company will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date and send a copy of such announcement to the
Luxembourg Stock Exchange, if and for so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of that exchange so require.


 


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


 


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


 


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


 


Section 4.16.  Limitation on Sale and Leaseback
Transactions.


 


(a)           Prior to a
Suspension Event and at any time that a Suspension Event is not continuing, the
Company will not, and will not permit any of its Restricted Subsidiaries to,
enter into any Sale and Leaseback Transaction; provided
that the Company or any Restricted Subsidiary may enter into a Sale and
Leaseback Transaction if:


 


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(1)           the Company or that Restricted
Subsidiary, as applicable, could have (a) incurred Debt in an amount equal to
the Attributable Debt relating to such Sale and Leaseback Transaction under
Section 4.09(a) hereof and (b) incurred a Lien to secure such Debt pursuant to
Section 4.12 hereof;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Section 4.17.  Payments for Consent.


 


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


 


Section 4.18.  Designation of Restricted and
Unrestricted Subsidiaries.


 


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


 


Section 4.19.  [Reserved].


 


Section 4.20.  Additional
Amounts.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)           any combination of the above.


 


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


 


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


 


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


 


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


 


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


 


Section 4.21.  Limitations on Issuances of
Guarantees of Debt.


 


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


 


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


 


75

















 


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


 


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


 


Section 4.22.  Suspension of Covenants When Notes
Rated Investment Grade.


 


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


 


Such covenants will again apply according to
their terms from the first day on which a Suspension Event ceases to be in
effect.  Such covenants will not,
however, be of any effect with regard to actions of the Company properly taken
during the continuance of the Suspension Event, and Section 4.07 will be
interpreted as if it had been in effect since the date of the 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:


 


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(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;


 


(2)           default in the payment when due of
the principal of, or premium, if any, on the Notes;


 


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


 


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


 


(5)           a default under any mortgage,
indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Debt for money borrowed by the Company or any of
its Significant Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Significant Subsidiaries), whether such Debt or guarantee
now exists, or is created after the date of this Indenture, if that default:


 


78

















 


(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


 


79

















 


judiciaire) or any other similar officer of, or for the making of an
administration order in relation to the Company or any Significant Subsidiary
and such petition or application, if it was made by a Person other than the
Company or such Significant Subsidiary, is not withdrawn or discharged within
40 days;


 


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


 


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


 


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


 


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


 


80

















 


consequences
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default (except nonpayment of principal, interest,
Additional Amounts, Special Interest or premium that has become due solely
because of the acceleration) have been cured or waived.


 


Section 6.03.  Other Remedies.


 


If an Event of Default occurs and is
continuing, the Trustee may pursue, in its own name or as trustee of an express
trust, any available remedy to collect the payment of principal, premium,
Additional Amounts and Special Interest, if any, and interest on the Notes or
to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. 
All rights and remedies of the Trustee or the Holders are cumulative to
the extent permitted by law and may be exercised from time to time.


 


Section 6.04.  Waiver of Past Defaults.


 


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


 


Section 6.05.  Control by Majority.


 


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


 


Section 6.06.  Limitation on Suits.


 


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


 


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


 


81

















 


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


 


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


 


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


 


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


 


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


 


Section 6.07.  Rights of Holders of Notes to Receive
Payment.


 


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


 


Section 6.08.  Collection Suit by Trustee.


 


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


 


Section 6.09.  Trustee May File Proofs of Claim.


 


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


 


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advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07 hereof.  To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding out of such estate whether in liquidation or under any plan of
reorganization or arrangement or otherwise. 
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


Section 6.10.  Priorities.


 


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


 


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


 


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


 


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


 


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


 


Section 6.11.  Undertaking for Costs.


 


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


 


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Section 6.12.  Restoration of Rights and Remedies.


 


If the Trustee or any Holder has instituted a
proceeding to enforce any right or remedy under the Indenture and the
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to the Holder, then, subject to any
determination in the proceeding, the Company, the Trustee and the Holders will
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Company, the Trustee and the Holders
will continue as though no such proceeding has been instituted.


 


ARTICLE
7


Trustee


 


Section 7.01.  Duties of Trustee.


 


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


 


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


 


(1)           the duties of the Trustee will be
determined solely by the express provisions of this Indenture and the Trustee
need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(2)           in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.  However, with respect to
certificates or opinions specifically required to be furnished to it hereunder,
the Trustee will examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


(e)           No provision of this
Indenture will require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of its duties hereunder, or in
the exercise of its rights or powers, unless it receives indemnity satisfactory
to it against any loss, liability or expense.


 


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


 


Section 7.02.  Rights of Trustee.


 


(a)           In the absence of
bad faith on its part, the Trustee may conclusively rely upon any document
(whether in original or facsimile form) believed by it to be genuine and to
have been signed or presented by the proper Person.  Subject to paragraph (b)(2) of Section 7.01 above, the Trustee
need not investigate any fact or matter stated in the document.


 


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


 


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


 


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


 


(e)           Unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from the Company will be sufficient if signed by an Officer of the
Company  and any resolution of the Board
of Directors of any Person shall be sufficiently evidenced if certified by the
Secretary or Assistant Secretary or other appropriate officer thereof to have
been duly adopted and to be in full force and effect.


 


(f)            The Trustee will be
under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders unless such
Holders have offered to the Trustee reasonable security or indemnity
satisfactory to it against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.


 


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Section 7.03.  Individual Rights Of Trustee.


 


The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Company or any Affiliate of the Company with the same rights it would have
if it were not Trustee.  However, in the
event that the Trustee acquires any conflicting interest within the meaning of
TIA §310(b) it must eliminate such conflict within 90 days, apply to the SEC
for permission to continue as trustee or resign.  In determining whether the Trustee has a conflicting interest as
defined in TIA Section 310(b), the 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.


 


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Section 7.07.  Compensation and Indemnity.


 


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


 


(b)           The Company and any
Subsidiary Guarantor, jointly and severally, will indemnify the Trustee against
any and all losses, claims, damages, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company and any Subsidiary Guarantor (including this
Section 7.07) and defending itself against any claim (whether asserted by the
Company, any Subsidiary Guarantor or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers
or duties hereunder, except to the extent any such loss, liability or expense
is determined to have been caused by its own negligence or willful
misconduct.  The Trustee will notify the
Company and any Subsidiary Guarantor promptly of any claim for which it may
seek indemnity.  Failure by the Trustee
to so notify the Company or any Subsidiary Guarantor will not relieve the
Company or any Subsidiary Guarantor of their obligations hereunder.  The Company or 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.


 


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Section 7.08.  Replacement of Trustee.


 


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


 


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


 


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


 


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


 


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


 


(4)           the Trustee becomes incapable of
acting.


 


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


 


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


 


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


 


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


 


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Section 7.09.  Successor Trustee by Merger, etc.


 


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


 


Section 7.10.  Eligibility; Disqualification.


 


There will at all times be a Trustee
hereunder that is a corporation organized and doing business under the laws of
the United States of America or of any state thereof that is authorized under
such laws to exercise corporate trustee power, that is subject to supervision
or examination by federal or state authorities and that has a combined capital
and surplus of at least $150 million as set forth in its most recent published
annual report of condition.


 


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


 


Section 7.11.  Preferential Collection of Claims
Against Company.


 


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


 


ARTICLE
8


Legal
Defeasance And Covenant Defeasance


 


Section 8.01.  Option to Effect Legal Defeasance or
Covenant Defeasance.


 


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


 


Section 8.02.  Legal
Defeasance and Discharge.


 


Upon the Company’s exercise under Section
8.01 hereof of the option applicable to this Section 8.02, the Company and each
Subsidiary Guarantor will, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes (including each Subsidiary
Guarantee) on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). 
For this purpose, Legal Defeasance means that the Company and each
Subsidiary Guarantor will be deemed to have paid and discharged the entire Debt
represented by the outstanding Notes (including each Subsidiary Guarantee),
which will thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in
clauses (1) and (2) below, and to have satisfied all their other obligations
under such Notes, each Subsidiary Guarantee and this Indenture (and the
Trustee, on demand of and at the expense of


 


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the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or
discharged hereunder:


 


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


 


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


 


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


 


(4)           this Section 8.02.


 


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


 


Section 8.03.  Covenant
Defeasance.


 


Upon the Company’s exercise under Section
8.01 hereof of the option applicable to this Section 8.03, the Company and each
Subsidiary Guarantor will, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be released from each of its obligations under
the covenants contained in Sections 3.10, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.21
hereof and clause (4) of Section 5.01(a) hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes will
thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes and each Subsidiary Guarantee, the
Company and each Subsidiary Guarantor may omit to comply with and will have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and
such Notes and Subsidiary Guarantees will be unaffected thereby.  In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(a)(3) and 6.01(a)(4) (in each case, to the extent relating to the
covenants identified above as subject to Covenant


 


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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 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;


 


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


 


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


 


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


 


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


 


(5)           such Legal Defeasance or Covenant
Defeasance will not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this Indenture as
permitted by clause (4) above) to which the Company or any of its Restricted
Subsidiaries is a party or by which the Company or any of its Restricted
Subsidiaries is bound;


 


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


 


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


 


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


 


Subject to Section 8.06 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding
Notes will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of


 


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principal,
premium, Additional Amounts and Special Interest, if any, and interest, but
such money need not be segregated from other funds except to the extent
required by law.


 


The Company will pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable Government Securities deposited pursuant to Section 8.04
or 11.01 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Notes.


 


Subject to Sections 8.01, 8.02, 8.03 and
8.04, the Trustee will deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.04 or 11.01 hereof which, in the opinion of an
internationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04 or 11.01 hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance or discharge.


 


Section 8.06.  Repayment to Company.


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium, Additional Amounts or Special Interest, if any, or
interest on any Note and remaining unclaimed for two years after such
principal, premium, Additional Amounts or Special Interest, if any, or interest
has become due and payable shall be paid to the Company on its request or (if
then held by the Company) will be discharged from such trust; and the Holder of
such Note will thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, will
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, (1) in a leading English language newspaper
published in the Borough of Manhattan, City of New York or such other English
language daily newspaper with general circulation in Europe or the United
States, as the case may be, as the Trustee may approve and, (2) for as long as
the Notes are listed on the Luxembourg Stock Exchange, the Luxemburger Wort, or mail to
each Holder entitled to such money notice that such money remains unclaimed and
that, after a date specified therein, which will not be less than 30 days from
the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.  It is expected that any such publication referred to in clause
(1) of the preceding sentence will normally be made in the Financial Times or 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


 


93

















 


Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, Additional Amounts or Special
Interest, if any, or interest on any Note following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.


 


ARTICLE
9


Amendment,
Supplement And Waiver


 


Section 9.01.  Without Consent of Holders of Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 9.02.  With Consent of Holders of Notes.


 


Except as provided below in this Section
9.02, the Company, each Subsidiary Guarantor and the Trustee may amend or
supplement this Indenture (including, without limitation, Sections 3.10, 4.10
and 4.15 hereof) and the Notes with the consent of the Holders of at least a
majority in principal amount of the Notes (including, without limitation,
Additional Notes, if any) then outstanding (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, Additional Amounts or Special
Interest, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or


 


94

















 


compliance
with any provision of this Indenture or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes, including Additional Notes, if any (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes).  Sections 2.08 and 2.09
hereof shall determine which Notes are considered to be “outstanding” for
purposes of this Section 9.02.


 


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


 


After an amendment, supplement or waiver
under this Section 9.02 becomes effective, the Company will mail to the Holders
of Notes affected thereby a notice briefly describing the amendment, supplement
or waiver.  Any failure of the Company
to mail such notice, or any defect therein, will not, however, in any way impair
or affect the validity of any such amended or supplemental Indenture or
waiver.  The Company will send
supplemental indentures to Holders upon request.  However, without the written consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any Notes
held by a non-consenting Holder):


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)           waive a redemption payment with
respect to any such Note (other than a payment required under Section 3.10,
4.10 and 4.15 hereof); or


 


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


 


95

















 


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.


 


96

















 


ARTICLE
10


[Reserved]


 


ARTICLE
11


Satisfaction
And Discharge


 


Section 11.01.  Satisfaction and Discharge.


 


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


 


(1)           either:


 


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


 


(b) 
all Notes that have not been delivered to the Trustee for cancellation
have become due and payable by reason of the making of a notice of redemption
or otherwise or will become due and payable within one year and the Company or
any Subsidiary Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
(i) cash in 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;


 


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


 


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


 


97

















 


(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:


 


98

















 


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.


 


99

















 


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;


 


100

















 


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


 


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


 


Section 12.06.  Rules by Trustee and Agents.


 


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


 


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


 


No past, present or future director, officer,
employee, incorporator or stockholder of the Company or any Subsidiary
Guarantor, as such, will have any liability for any obligations of the Company
or any Subsidiary Guarantor under the Notes, this Indenture or any Guarantee of
the Notes, or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of Notes by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the
federal securities laws.


 


Section 12.08.  Legal Holidays.


 


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


 


Section 12.09.  Governing Law.


 


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


 


Section 12.10.  Consent to Jurisdiction and Service.


 


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


 


101

















 


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.


 


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.


 


102

















 


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]


 


103

















 


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:

  
				



 


104

















 


EXHIBIT A


 


[Face of Note]


 


 


	
   

  	
  Common Code No.

  	
                         

  
	
   

  
	
   

  	
  ISIN No.

  	
                         

  



 


8.000% Senior Note due 2010


 


	
  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, 2010.


 


Interest Payment Dates:
June 1 and December 1


 


Record Dates: May 15
and November 15


 


A-1

















 


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


 


 


	
   

  	
  RHODIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Pierre Prot

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
						



 


 


CERTIFICATE OF AUTHENTICATION


 


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


 


 


	
   

  	
  JPMORGAN CHASE BANK, as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


A-2

















 


[Back of Note]


8.000% Senior Note due 2010


 


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


 


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


 


[Insert the French Legend]


 


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


 


(1)           Principal and Interest.  The
Company promises to pay the principal of this Note on June 1, 2010. The
Company promises to pay interest on the principal amount of this Note on each
interest payment date, as set forth on the face of this Note, at the rate of
8.000% per annum (subject to adjustment as provided below). Interest will be
payable semiannually in arrears (to the holders of record of the Notes at the
close of business on May 15 or November 15 immediately preceding the
interest payment date) on each interest payment date, commencing
December 1, 2003.


 


The
Holder of this Note is entitled to the benefits of the Registration Rights
Agreement and to receive Special Interest under certain circumstances as
further described in the Registration Rights Agreement. Interest on this Note
will accrue from the most recent date to which interest has been paid or duly provided
for on this Note (or, if there is no existing default in the payment of
interest and if this Note is authenticated between a regular record date and
the next interest payment date, from such interest payment date) or, if no
interest has been paid or duly provided for, from the Issue Date.  Interest will be computed on the basis of a
360-day year of twelve 30-day months. 
Principal, premium, if any, interest, Additional Amounts, if any, and
Special Interest, if any, will be payable to the Person entitled thereto at the
office or agency of the Company or Paying Agent maintained for such purpose or,
at the option of the Company (in the case of interest due on an interest
payment date), by check mailed to the registered address of such Person; provided,
however, that payments to the 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 8.000%.  Interest not paid when due and any interest
on principal, premium, interest, Additional Amounts, if any, or Special
Interest, if any, not paid when due will be paid to the Persons that are
Holders on a special record date, which will be the 15th day preceding the date
fixed by the Company for the payment of such interest, whether or not such day
is a Business Day.  At least 15 days
before a special record date, the Company will send to each Holder and to the
Trustee a notice that sets forth the special record date, the payment date and
the amount of interest to be paid.


 


(2)           Indenture. This is one of the Notes issued under an
Indenture dated as of May 28, 2003 (as amended from time to time, the “Indenture”), between the Company and JPMorgan
Chase Bank, as Trustee.  Capitalized
terms used herein are used as defined in the Indenture unless


 


A-3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)           Trustee Dealings with Company.  The Trustee, in its individual or any other
capacity, may become an owner or pledgee of Notes, make loans to, accept
deposits from, and


 


A-4

















 


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:


 


	
  ØSection 4.10

  	
   

  	
  ØSection 4.15

  



 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.10 or Section 4.15 of the
Indenture, state the amount you elect to have purchased (€1,000 or an integral
multiple thereof):


 


€                 


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
  (Sign exactly as your name appears on the
  face of this Note)

  
	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
								



 












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


 


A-7

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


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


 


 


	
  Date of Exchange

  	
   

  	
  Amount of
  decrease in

  Principal Amount 

  of

  this Global Note

  	
   

  	
  Amount of
  increase in

  Principal Amount 

  of

  this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature
  of authorized

  officer of Registrar or

  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:  8.000% Senior Notes due 2010


 


Reference is hereby made to the Indenture, dated as of May 28,
2003 (the “Indenture”),
between Rhodia, as issuer (the “Company”), and JPMorgan Chase Bank, as
trustee.  Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


 


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


 


[CHECK
ALL THAT APPLY]


 


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


 


2.  o  Check
if Transferee will take delivery of a beneficial interest in the Regulation S
Global Note or a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a Person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been


 


B-1

















 


made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance
Period, (A) the transfer is not being made to a U.S. Person or for the account
or benefit of a U.S. Person (other than an Initial Purchaser) and (B) the
interest transferred will be held immediately thereafter through Euroclear or
Clearstream.  Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Definitive Note and in the Indenture
and the Securities Act.


 


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


 


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


 


or


 


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


 


or


 


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


 


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


 


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


 


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


 


B-2

















 


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


 


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


 


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


 


	
   

  	
   

  	 

	
   

  	
  [Insert Name of Transferor]

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
    Name:

  	 

	
   

  	
    Title:

  	 

	
   

  	
   

  	 

	
  Dated:

  	
   

  	
   

  	
   

  
						



 


B-3

















 


ANNEX
A TO CERTIFICATE OF TRANSFER


 


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


 


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


 


(a)  o  a beneficial interest in the:


 


(i)          o  144A Global Note (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:  8.000% Senior Notes due 2010


 


(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


 


C-1

















 


Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


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


 


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


 


C-2

















 


	
   

  	
   

  	 

	
   

  	
  [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


 












 


8.000% Euro-denominated Senior Notes due 2010


 


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 8.000% Senior Notes due 2010 (the “Notes”);


 


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


 


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


 


AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 14. 
No
Personal Liability of Directors, Officers, Employees and Stockholders.  No past, present or future director,
officer, employee, incorporator or stockholder of any Subsidiary Guarantor, as
such, will have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Notes, the Indenture, or for any claim based on,
in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting the
Notes waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.  The waiver may not be effective
to waive liability under United States securities laws.


 


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


 


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


 


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


 


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


 


	
   

  	
  RHODIA, as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [SUBSIDIARY GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 


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