Exhibit 4.3


 




 





RHODIA


 


8.875% DOLLAR-DENOMINATED SENIOR SUBORDINATED

NOTES DUE 2011


 












 


INDENTURE


 


Dated as of May 28, 2003


 












 


JPMorgan Chase Bank


 


Trustee


 












 




 




















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  12.03

  
	
   

  	
  (c)

  	
   

  	
  12.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
   

  	
  (c)

  	
   

  	
  7.06; 12.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.03; 12.02; 12.05

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  12.04

  
	
   

  	
  (c)(2)

  	
   

  	
  12.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  12.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.05;  12.02

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.07

  
	
   

  	
  (c)

  	
   

  	
  2.12

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.04

  
	
  318

  	
  (a)

  	
   

  	
  12.01

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  12.01

  



 












N.A.
means not applicable.


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


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
   

  
	
  Section 1.01.  Definitions.

  
	
  Section 1.02.  Other Definitions.

  
	
  Section 1.03.  Incorporation by Reference
  of Trust Indenture Act

  
	
  Section 1.04.  Rules of Construction

  
	
   

  
	
  ARTICLE 2

  
	
  THE NOTES

  
	
   

  
	
  Section 2.01.  Form and Dating.

  
	
  Section
  2.02.  Execution
  and Authentication.

  
	
  Section 2.03.  Paying Agent,
  Registrar and Transfer Agents.

  
	
  Section 2.04.  Paying Agent to Hold
  Money in Trust.

  
	
  Section 2.05.  Holder Lists.

  
	
  Section
  2.06.  Transfer
  and Exchange.

  
	
  Section
  2.07.  Replacement
  Notes.

  
	
  Section 2.08.  Outstanding Notes.

  
	
  Section 2.09.  Treasury Notes.

  
	
  Section 2.10.  Temporary Notes.

  
	
  Section 2.11.  Cancellation.

  
	
  Section 2.12.  Defaulted Interest.

  
	
  Section 2.13.  Further Issues.

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

  
	
  Section 2.15.  Fees, Duties and
  Taxes.

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

  
	
   

  
	
  Article 3

  
	
  REDEMPTION AND
  REPAYMENT

  
	
   

  
	
  Section 3.01.  Notices to Trustee.

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

  
	
  Section 3.03.  Notice of Redemption

  
	
  Section
  3.04.  Effect
  of Notice of Redemption.

  
	
  Section
  3.05.  Deposit
  of Redemption or Purchase Price.

  
	
  Section
  3.06.  Notes
  Redeemed or Purchased in Part.

  
	
  Section 3.07.  Optional Redemption.

  
	
  Section
  3.08.  Redemption
  for Taxation Reasons.

  
	
  Section 3.09.  Mandatory Redemption.

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

  



 


i

















 


	
  ARTICLE 4

  
	
  COVENANTS

  
	
   

  
	
  Section 4.01.  Payment of Notes.

  
	
  Section
  4.02.  Maintenance
  of Office or Agency.

  
	
  Section
  4.03.  Reports.

  
	
  Section 4.04.  Compliance
  Certificate.

  
	
  Section
  4.05.  Taxes.

  
	
  Section 4.06.  Stay, Extension and
  Usury Laws.

  
	
  Section 4.07.  Restricted Payments.

  
	
  Section
  4.08.  Dividend
  and Other Payment Restrictions Affecting Subsidiaries.

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

  
	
  Section 4.10.  Asset Sales.

  
	
  Section
  4.11.  Transactions
  with Affiliates.

  
	
  Section
  4.12.  Liens.

  
	
  Section 4.13.  Business Activities.

  
	
  Section 4.14.  Corporate Existence.

  
	
  Section
  4.15.  Offer
  to Repurchase Upon Change of Control.

  
	
  Section
  4.16.  Limitation
  on Sale and Leaseback Transactions.

  
	
  Section 4.17.  Payments for Consent.

  
	
  Section
  4.18.  Designation
  of Restricted and Unrestricted Subsidiaries.

  
	
  Section 4.19.  Anti-layering.

  
	
  Section 4.20.  Additional Amounts.

  
	
  Section
  4.21.  Limitations
  on Issuances of Guarantees of Debt.

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

  
	
   

  
	
  Article
  5

  
	
  Successors

  
	
   

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

  
	
  Section
  5.02.  Successor
  Corporation Substituted.

  
	
   

  
	
  Article
  6

  
	
  DEFAULTS
  AND REMEDIES

  
	
   

  
	
  Section 6.01.  Events of Default.

  
	
  Section 6.02.  Acceleration.

  
	
  Section 6.03.  Other Remedies.

  
	
  Section 6.04.  Waiver of Past
  Defaults.

  
	
  Section 6.05.  Control by Majority.

  
	
  Section 6.06.  Limitation on Suits.

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

  
	
  Section
  6.08.  Collection
  Suit by Trustee.

  
	
  Section
  6.09.  Trustee
  May File Proofs of Claim.

  
	
  Section 6.10.  Priorities.

  
	
  Section 6.11.  Undertaking for
  Costs.

  
	
  Section
  6.12.  Restoration
  of Rights and Remedies.

  



 


ii

















 


	
  Article
  7

  
	
  Trustee

  
	
   

  
	
  Section 7.01.  Duties of Trustee.

  
	
  Section 7.02.  Rights of Trustee.

  
	
  Section
  7.03.  Individual
  Rights Of Trustee.

  
	
  Section 7.04.  Trustee’s Disclaimer.

  
	
  Section 7.05.  Notice of Defaults.

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

  
	
  Section
  7.07.  Compensation
  and Indemnity.

  
	
  Section 7.08.  Replacement of Trustee.

  
	
  Section
  7.09.  Successor
  Trustee by Merger, etc.

  
	
  Section
  7.10.  Eligibility;
  Disqualification.

  
	
  Section
  7.11.  Preferential
  Collection of Claims Against Company.

  
	
   

  
	
  Article
  8

  
	
  Legal Defeasance And
  Covenant Defeasance

  
	
   

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

  
	
  Section
  8.02.  Legal
  Defeasance and Discharge.

  
	
  Section 8.03.  Covenant Defeasance.

  
	
  Section
  8.04.  Conditions
  to Legal or Covenant Defeasance.

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

  
	
  Section 8.06.  Repayment to Company.

  
	
  Section 8.07.  Reinstatement.

  
	
   

  
	
  ARTICLE 9

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  
	
   

  
	
  Section
  9.01.  Without
  Consent of Holders of Notes.

  
	
  Section
  9.02.  With
  Consent of Holders of Notes.

  
	
  Section
  9.03.  Compliance
  with Trust Indenture Act.

  
	
  Section
  9.04.  Revocation
  and Effect of Consents.

  
	
  Section
  9.05.  Notation
  on or Exchange of Notes.

  
	
  Section
  9.06.  Trustee
  to Sign Amendments, etc.

  
	
   

  
	
  ARTICLE 10

  
	
  SUBORDINATION

  
	
   

  
	
  Section
  10.01.  Agreement
  to Subordinate.

  
	
  Section 10.02.  Liquidation,
  Dissolution, Bankruptcy.

  
	
  Section
  10.03.  Default
  on Designated Senior Debt.

  
	
  Section
  10.04.  When
  Distribution Must Be Paid Over.

  
	
  Section 10.05.  Subrogation.

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

  
	
  Section
  10.07.  Subordination
  May Not Be Impaired by Company.

  



 


iii

















 


	
  Section 10.08.  Rights of Trustee.

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

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

  
	
  Section
  10.11.  Trustee
  Entitled to Rely.

  
	
  Section
  10.12.  Trustee
  to Effectuate Subordination.

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

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

  
	
   

  
	
  ARTICLE 11

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  
	
  Section
  11.01.  Satisfaction
  and Discharge.

  
	
  Section
  11.02.  Application
  of Trust Money.

  
	
   

  
	
  ARTICLE 12

  
	
  MISCELLANEOUS

  
	
   

  
	
  Section
  12.01.  Trust Indenture Act Controls.

  
	
  Section
  12.02.  Notices

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

  
	
  Section
  12.04.  Certificate
  and Opinion as to Conditions Precedent.

  
	
  Section
  12.05.  Statements
  Required in Certificate or Opinion.

  
	
  Section
  12.06.  Rules
  by Trustee and Agents.

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

  
	
  Section 12.08.  Legal Holidays.

  
	
  Section 12.09.  Governing Law.

  
	
  Section
  12.10.  Consent
  to Jurisdiction and Service.

  
	
  Section
  12.11.  No
  Adverse Interpretation of Other Agreements.

  
	
  Section
  12.12.  Currency

  
	
  Section 12.13.  Currency Calculation

  
	
  Section 12.14.  Information

  
	
  Section 12.15.  Successors.

  
	
  Section 12.16.  Severability.

  
	
  Section 12.17.  Counterpart
  Originals.

  
	
  Section 12.18.  Table Of Contents,
  Headings, etc.

  
	
   

  
	
  EXHIBITS

  
	
   

  
	
  Exhibit A

  	
  FORM OF NOTE

  
	
  Exhibit B

  	
  FORM OF CERTIFICATE OF
  TRANSFER

  
	
  Exhibit C

  	
  FORM OF CERTIFICATE OF
  EXCHANGE

  
	
  Exhibit D

  	
  FORM OF SUPPLEMENTAL
  INDENTURE

  



 


iv

















 


INDENTURE
dated as of May 28, 2003 between Rhodia, a société
anonyme organized under the laws of France  (the “Company”) and
JPMorgan Chase Bank, as trustee (the “Trustee”).


 


The
Company and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders (as defined herein) of its (i)
8.875% Senior Subordinated Notes due 2011 issued on the date hereof (the “Original Notes”), (ii) Additional Notes (as
defined herein) that may be issued on any date after the date hereof (all such
notes referred to in clauses (i) and (ii) being referred to as the “Initial Notes”) and (iii) 8.875% Senior
Subordinated Notes due 2011 issued in exchange for Initial Notes pursuant to
the Registration Rights Agreement (the “Exchange
Notes” and, together with the Initial Notes, the “Notes”); and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.  Except as otherwise provided herein, $385
million in aggregate principal amount of Notes shall be initially issued on the
date hereof.


 


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


 


ARTICLE 1


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01. 
Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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 the Depositary that apply to such transfer or
exchange.


 


“Asset Sale” means:


 


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


 


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


 


Notwithstanding
the preceding, none of the following will be deemed to be an Asset Sale:


 


(1)           any
single transaction or series of related transactions that involves Equity
Interests or assets having a fair market value of less than €30.0 million;


 


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


 


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


 


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


 


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


 


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


 


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.


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Consolidated Interest Expense” means, for
any period, the total interest expense of a Person and its consolidated
Restricted Subsidiaries on their Debt determined in accordance with French
GAAP, net of any interest income, plus,
to the extent not included in such total interest expense and to the extent
incurred by such Person or its Restricted Subsidiaries, without duplication:


 


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


 


(2)           amortization
of debt discount;


 


(3)           capitalized
interest;


 


(4)           non-cash
interest expense;


 


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


 


(6)           net
costs, if any, pursuant to Hedging Obligations (but excluding amortization of
deferred financing fees and unrealized gains and losses arising with respect to
Hedging Obligations); and


 


6

















 


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


 


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


 


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


 


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


 


(2)           the
Net Income of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, except
to the extent that such Net Income is actually paid to such Person or one of
its Restricted Subsidiaries through dividends, loans or otherwise;


 


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


 


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


 


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


 


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


 


7

















 


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


 


“Credit Facilities” means one or more debt
facilities (including, without limitation, the €600 million multicurrency
revolving credit facility dated December 31, 2001 between the Company and BNP
Paribas, Crédit Lyonnais and The Royal Bank of Scotland PLC as lead arrangers
and certain financial institutions as lenders and the bilateral revolving
credit facilities with banks existing on the date of the Indenture) or
commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans or letters of credit,
in each case, as amended, restated, refunded, renewed, replaced or refinanced
(including increasing the amount borrowed thereunder) in whole or in part from
time to time.


 


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


 


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


 


(1)           in
respect of borrowed money;


 


(2)           evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);


 


(3)           in
respect of bankers’ acceptances;


 


(4)           representing
Capital Lease Obligations;


 


(5)           representing
the balance deferred and unpaid of the purchase price of any property, except
any such balance that constitutes an accrued expense or trade payable, or
similar obligations to trade creditors; or


 


(6)           representing
any Hedging Obligations,


 


if
and to the extent any of the preceding items (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with French GAAP. In addition, the term
“Debt” includes all Debt of others secured by a Lien on any asset of the
specified Person (whether or not such Debt is assumed by the specified Person)
and, to the extent not otherwise included, the Guarantee by the specified
Person of any Debt of any other Person.


 


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


 


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


 


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


 


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, The Depository Trust
Company, and any and all successors thereto, which shall be clearing agencies
registered under the Exchange Act, appointed as Depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.


 


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


 


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


 


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


 


“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).


 


9

















 


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


 


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


 


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


 


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


 


“Euro Notes” means the 9.250% Senior
Subordinated Notes due 2011 issued by the Company on the date of this Indenture
pursuant to the Euro Notes Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


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


 


(3)           the
consolidated interest expense attributable to interest on (a) any Debt computed
on a pro forma basis that was not outstanding during the period for which the
computation is being made but which bears, at the option of such Person, a
fixed or


 


11

















 


floating
rate of interest, shall be computed by applying, at the option of such Person,
either the fixed or floating rate and (b) borrowings under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such borrowings during the applicable period;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Government Securities”  means securities that are:


 


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


 


12

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


“Insolvency Law” means


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Issue Date” means the date of this
Indenture.


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


“Non-Recourse Debt” means Debt:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


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


 


“Permitted Investments” means:


 


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


 


(2)           any
Investment in Cash Equivalents;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


date
of the Indenture is an Investment in a joint venture, such Investment may be
replaced or refinanced by making an Investment in any other joint venture
existing on the date of the Indenture in an amount not exceeding the amount of
the Investment being replaced or refinanced, so long as such replacement or
refinancing Investment is made within 365 days of the liquidation of the first
Investment;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Liens” means:


 


(1)           Liens
on assets of the Company and its Restricted Subsidiaries securing Debt and
other Obligations under Credit Facilities together with Liens securing other
Debt in an aggregate amount not to exceed €1.1 billion (with no more than €150
million of such other Debt being Attributable Debt);


 


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


 


18

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Receivables Fees” means distributions or
payments made directly or by means of discounts with respect to any
participation interest issued or sold in connection with, and other


 


21

















 


fees
paid to a Person that is not a Restricted Subsidiary in connection with, any
Receivables Facility.


 


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


 


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


 


“Regulation S Global Note” means a Global
Note bearing the Global Note Legend, the Private Placement Legend and the
French Legend and deposited with the Custodian and registered in the name of
Cede & Co., as nominee for the Depositary, for credit to Euroclear and
Clearstream, as Participants, during the Distribution Compliance Period, issued
in a denomination equal to the outstanding principal amount of the Notes
initially sold in reliance on Rule 903 of Regulation S.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


“SEC” means the Securities and Exchange
Commission.


 


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


 


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


 


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


 


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


 


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


 


(3)           any
trade payables;


 


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


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


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


 


(1)           has
no Debt other than Non-Recourse Debt;


 


(2)           is
not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any
such agreement, contract, arrangement or understanding are no less favorable to
the Company or such Restricted Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of the Company;


 


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


 


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


 


Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will
be evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 4.07 hereof.  If,
at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Debt of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Debt is not permitted to be incurred as of
such date under Section 4.09 hereof, the Company will be in default of Section
4.09. The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be
deemed to be an incurrence of Debt by a Restricted Subsidiary of the Company of
any outstanding Debt of such Unrestricted Subsidiary and such designation shall
only be permitted if (1) such Debt is permitted under


 


25

















 


Section
4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1.02.  Other
Definitions. 


 


	
  Term

  	
   

  	
  Defined
  in

  Section

  
	
  “Additional Amounts”

  	
   

  	
  4.20

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.11

  
	
  “Asset
  Sale Offer”

  	
   

  	
  3.10

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  
	
  “Blockage
  Notice”

  	
   

  	
  10.03

  
	
  “Change
  of Control Offer”

  	
   

  	
  4.15

  
	
  “Change
  of Control Payment”

  	
   

  	
  4.15

  
	
  “Change
  of Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Excess Proceeds”

  	
   

  	
  4.10

  
	
  “Incur”

  	
   

  	
  4.09

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  



 


26

















 


	
  Term

  	
   

  	
  Defined
  in

  Section

  
	
  “Offer
  Amount”

  	
   

  	
  3.10

  
	
  “Offer
  Period”

  	
   

  	
  3.10

  
	
  “Payer”

  	
   

  	
  3.08

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Payment
  Blockage Period”

  	
   

  	
  10.03

  
	
  “Payment Default”

  	
   

  	
  6.01

  
	
  “payment in full”

  	
   

  	
  10.02

  
	
  “Permitted
  Debt”

  	
   

  	
  4.09

  
	
  “Principal Paying
  Agent”

  	
   

  	
  2.03

  
	
  “Purchase
  Date”

  	
   

  	
  3.10

  
	
  “Register”

  	
   

  	
  2.03

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Relevant Tax Jurisdiction”

  	
   

  	
  4.20

  
	
  “Restricted
  Payments”

  	
   

  	
  4.07

  
	
  “Suspension
  Event”

  	
   

  	
  4.22

  
	
  “Tax
  Redemption Date”

  	
   

  	
  3.08

  
	
  “Transfer Agent”

  	
   

  	
  2.03

  



 


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


 


The
following TIA terms have the following meanings:


 


“indenture securities” means the Notes;


 


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


 


“indenture to be qualified” means this Indenture;


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


(3)           “or”
is not exclusive;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 2


THE NOTES


 


Section 2.01.  Form and
Dating.


 


(a)        General.


 


The
Notes and the certificates of authentication will be substantially in the form
of Exhibit A hereto.  The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage and as provided herein.  The
Company shall approve the form of the Notes and any notation, legend or
endorsement thereon.  Each Note will be
dated the date of its authentication. 
The Notes shall be issued in denominations of $1,000 and integral
multiples thereof.  The terms and
provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. 
However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.


 


(b)        Global Notes.


 


Notes
issued in global form will be substantially in the form of Exhibit A
hereto (including the Global Note Legend thereon and a “Schedule of Exchanges
of Interests in the Global Note” substantially in the form of Schedule A
attached thereto).  Each Global Note
will represent such of the outstanding Notes as will be specified therein and
each shall provide that it


 


28

















 


represents
the aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions and purchases and
cancellations.  Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
Custodian, at the direction of the Registrar, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.


 


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


 


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


 


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


 


(d)        Definitive Registered Notes.


 


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


 


(e)        Book-Entry Provisions.


 


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


 


(f)         Denomination.


 


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


 


Section
2.02. 
Execution and Authentication.


 


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


 


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


 


29

















 


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


 


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


 


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


 


Section
2.03.  Paying Agent,
Registrar and Transfer Agents.


 


The
Company shall maintain an office or agency in each of (i) the Borough of
Manhattan in the City of New York, and (ii) for so long as the Notes are listed
on the Luxembourg Stock Exchange and its rules so require, Luxembourg, where
the Notes may be presented for payment (each a “Paying Agent”).  The
initial Paying Agents shall be BNP Paribas, New York branch, in New York and
BNP Paribas Securities Services, Luxembourg branch, in Luxembourg (the latter
being the “Principal Paying Agent”).


 


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


 


As
long as the Notes remain outstanding, if any European Union (“EU”) Directive on the taxation of savings
income relating to the proposal for a Directive on the taxation of savings
income published by the ECOFIN Council on December 13, 2001 or otherwise
implementing the


 


30

















 


conclusions
of the ECOFIN Council meeting of November 26 and 27, 2000 or any law
implementing or complying with, or introduced in order to conform to any such Directive
is introduced, the Company shall ensure that it maintains a Paying Agent for
the Notes in an EU member state that will not be obligated to withhold or
deduct for or on account of tax pursuant to any such Directive or law.


 


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


 


Section 2.04.  Paying Agent to Hold Money in Trust.


 


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


 


Section 2.05.  Holder
Lists.


 


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


 


31

















 


Section
2.06.  Transfer
and Exchange.


 


(a)        Transfer and Exchange of Global Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)            Transfer of Book-Entry Interests in the Same Global
Note. Book-Entry Interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a Book-Entry
Interest in the same Restricted Global Note in


 


32

















 


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


 


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


 


(A)          both:


 


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


 


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


 


(B)           both:


 


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


 


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


 


Upon
consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to
have been satisfied upon receipt by the Transfer Agent of the instructions
contained in any Letter of Transmittal delivered by the holder of such
Book-Entry Interests in the Restricted Global Notes (or any electronic


 


33

















 


equivalent
utilized by any Depositary and acceptable to the Company).  Upon satisfaction of all of the requirements
for transfer or exchange of Book-Entry Interests in Global Notes contained in
this Indenture and the Notes, the Registrar shall adjust the principal amount
of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.


 


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


 


(A)          if
the transferee will take delivery in the form of a Book-Entry Interest in a
144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B)           if
the transferee will take delivery in the form of a Book-Entry Interest in a
Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2)
thereof.


 


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


 


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


 


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


 


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


 


(D)          the
Transfer Agent receives the following:


 


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


 


34

















 


holder
in the form of Exhibit C hereto, including the certifications in item
(1)(a) thereof; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(D)          the
Transfer Agent receives the following:


 


(1)           if
the holder of such Book-Entry Interest in a Restricted Global Note proposes to
exchange such Book-Entry Interest for a Definitive Registered Note that does
not bear the Private Placement


 


36

















 


Legend,
a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(b) thereof; or


 


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


 


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


 


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


 


(iii)          Book-Entry Interests in Unrestricted Global Notes to
Unrestricted Definitive Registered Notes.  If any holder of a Book-Entry Interest in an Unrestricted Global
Note proposes to exchange such Book-Entry Interest for a Definitive Registered
Note or to transfer such Book-Entry Interest to a Person who takes delivery
thereof in the form of a Definitive Registered Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(ii) hereof, the Registrar shall
cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall
execute and the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Registered Note in the appropriate principal
amount.  Any Definitive Registered Note
issued in exchange for a Book-Entry Interest pursuant to this Section
2.06(c)(iii) shall be registered by the Registrar in such name or names and in
such authorized denomination or denominations as the holder of such Book-Entry
Interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. 
The Registrar shall deliver such Definitive Registered Notes to the
Persons in whose names such Notes are so registered.  Any Definitive Registered Note issued in exchange for a
Book-Entry Interest pursuant to this


 


37

















 


Section 2.06(c)(iii) shall not bear the Private Placement
Legend, but shall bear the French Legend.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


38

















 


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


 


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


 


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


 


(D)          the Registrar receives the following:


 


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


 


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


 


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


 


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


 


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


 


39

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


40

















 


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


 


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


 


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


 


(D)          the
Transfer Agent receives the following:


 


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


 


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


 


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


 


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


 


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


 


(f)         Exchange Offer.  Upon the occurrence of the Exchange Offer, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the


 


41

















 


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


 


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


 


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


 


“EACH
HOLDER ACKNOWLEDGES AND AGREES THAT OFFERS AND SALES OF NOTES WILL BE MADE IN
THE REPUBLIC OF FRANCE ONLY TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) IN ACCORDANCE WITH ARTICLE L.411-1
AND L.411-2 OF THE FRENCH CODE MONÉTAIRE ET
FINANCIER AND DECREE NO.98-880 DATED 1 OCTOBER 1998.”


 


(ii)           Private Placement Legend:


 


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


 


“THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE


 


42

















 


SECURITIES
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (5) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.”


 


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


 


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


 


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


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR


 


43

















 


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


 


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


 


(i)         General Provisions Relating to Transfers and
Exchanges.


 


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


 


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


 


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


 


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


 


44

















 


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


 


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


 


(vii)         All
certifications, certificates and Opinions of Counsel required to be submitted
to the Company, or the Transfer Agent pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted initially by facsimile
with originals to be delivered promptly thereafter to the Transfer Agent.


 


Section 2.07.  Replacement
Notes.


 


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


 


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


 


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


 


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


 


45

















 


Section 2.08.  Outstanding
Notes.


 


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


 


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


 


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


 


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


 


Section 2.09.  Treasury
Notes.


 


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


 


Section 2.10.  Temporary
Notes.


 


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


 


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


 


46

















 


Section 2.11. 
Cancellation.


 


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


 


Section 2.12.  Defaulted
Interest.


 


If
the Company defaults in a payment of interest on the Notes, it will pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof.  The Company
will notify the Trustee as soon as practicable in writing of the amount of
defaulted interest proposed to be paid on each Note and the date of the
proposed payment.  The Company will fix
or cause to be fixed each such special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest.  At least 15 days before the
special record date, the Company (or, upon the written request of the Company,
the Trustee in the name and at the expense of the Company) shall deliver to the
Holders in accordance with Section 12.02 hereof a notice that states the
special record date, the related payment date and the amount of such interest
to be paid.


 


Section 2.13.  Further
Issues.


 


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


 


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


 


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


 


47

















 


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


 


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


 


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


 


Section
2.15. 
Fees, Duties and Taxes.


 


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


 


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


 


The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Participants or owners of Book-Entry
Interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.


 


ARTICLE 3


REDEMPTION AND REPAYMENT


 


Section 3.01.  Notices to
Trustee.


 


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


 


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


 


48

















 


(2)       the redemption date;


 


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


 


(4)       the redemption price; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(1)       the redemption date;


 


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


 


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


 


49

















 


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


 


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


 


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


 


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


 


(8)       that no representation is made as to the correctness or
accuracy of the ISIN, Common Code, or CUSIP number, if any, listed in such
notice or printed on the Notes.


 


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


 


Section
3.04. 
Effect of Notice of Redemption.


 


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


 


Section
3.05. 
Deposit of Redemption or Purchase Price.


 


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


 


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


 


50

















 


principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.


 


Section
3.06. 
Notes Redeemed or Purchased in Part.


 


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


 


Section 3.07.  Optional
Redemption.


 


(a)        At any time prior to
June 1, 2006, the Company may at its option on any one or more occasions redeem
up to 35% of the aggregate principal amount of Notes issued under this
Indenture at a redemption price equal to 108.875% of the principal amount, plus
accrued and unpaid interest, Additional Amounts, if any, and Special Interest,
if any, to the redemption date, with the net cash proceeds of one or more
Equity Offerings; provided that:


 


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


 


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


 


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


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2007

  	
   

  	
  104.438

  	
  %

  
	
  2008

  	
   

  	
  102.219

  	
  %

  
	
  2009
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


Section
3.08. 
Redemption for Taxation Reasons.


 


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


 


51

















 


and
which will become due on the Tax Redemption Date as a result of the redemption
or otherwise, if the Payer determines in good faith that, as a result of:


 


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


 


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


 


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


 


Notwithstanding
the foregoing, no such notice of redemption will be given earlier than 90 days
prior to the earliest date on which the Payer would be obliged to make such
payment of Additional Amounts or withholding if a payment were then due in
respect of the Notes.  In any event,
prior to the publication or mailing of any notice of redemption of the Notes,
the Payer will deliver to the Trustee (a) an Officers’ Certificate stating that
the obligation to pay Additional Amounts cannot be avoided by the Payer taking
reasonable measures available to it and (b) an Opinion of Counsel of
independent tax counsel of recognized standing to the effect that the
circumstances referred to above exist and otherwise complying with Section
12.05 hereof.  The Trustee will accept
such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the
satisfaction of the conditions precedent described above, in which event it
will be conclusive and binding on the Holders.


 


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


 


Section
3.09. 
Mandatory Redemption.


 


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


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


53

















 


and
a statement that such Holder is withdrawing his election to have such Note
purchased;


 


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


 


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


 


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


 


Other
than as specifically provided in this Section 3.10, any purchase pursuant to
this Section 3.10 shall be made pursuant to the provisions of Section 3.01
through 3.06 hereof.


 


ARTICLE 4


COVENANTS


 


Section 4.01.  Payment of
Notes.


 


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


 


54

















 


due.  The Company will pay all Special Interest,
if any, in the same manner, at the same times and to the same Persons as
ordinary interest.


 


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


 


Section
4.02. 
Maintenance of Office or Agency.


 


The
Company shall maintain in the Borough of Manhattan, the City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.


 


The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission will in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.


 


Section 4.03.  Reports.


 


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


 


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


 


(2)           within
120 days after the end of each fiscal year, reports on Form 6-K, or any
successor form, attaching (a) audited consolidated financial statements for the
Company for such fiscal year (and for the prior two years), in each case
prepared in


 


55

















 


accordance
with French GAAP including, to the extent permitted under applicable law and
SEC regulations, a U.S. GAAP reconciliation in substantially the form set out
in the Form 20-F of the Company for the year ended December 31, 2001, and (b)
the information relating to the Company described in Item 5 of Form 20-F (i.e.,
Operating and Financial Review and Prospects (or Management’s Discussion and
Analysis of Financial Condition and Results of Operations));


 


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


 


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


 


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


 


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


 


In
addition, following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, whether or not required by the SEC, the Company
will file a copy of all of the information and reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods
specified in the SEC’s rules and regulations (unless


 


56

















 


the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request.  The Company will at all times comply with
TIA § 314(a).


 


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


 


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


 


Section
4.04. 
Compliance Certificate.


 


(a)        The Company and each
Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so
required under the TIA) shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officers’ Certificate stating that a review of the
activities of the Company and its Restricted Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant
and condition contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default has occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect
thereto).


 


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


 


Section 4.05.  Taxes.


 


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


 


Section 4.06.  Stay, Extension and Usury Laws.


 


The
Company and each Subsidiary Guarantor covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Company and such Subsidiary Guarantor (to the extent that they may lawfully


 


57

















 


do
so) hereby expressly waive all benefit or advantage of any such law, and
covenant that they will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been
enacted.


 


Section 4.07.  Restricted
Payments.


 


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


 


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


 


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


 


(y)           dividends
or distributions by a Restricted Subsidiary on any class of its Capital Stock
so long as, in the case of any dividend or distribution by a Restricted
Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or
another Restricted Subsidiary of the Company as the case may be receives at
least its pro rata share of such
dividend or distribution (based on its ownership of the relevant class of
Capital Stock);


 


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


 


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


 


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


 


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


 


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


 


58

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(1)           the
payment of any dividend within five months after the date on which a dividend
is publicly announced by the Board of Directors of the Company, if at


 


59

















 


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


 


(3)           the
defeasance, redemption, repurchase or other acquisition of Debt of the Company
or any Restricted Subsidiary which is subordinated to the Notes or such
Restricted Subsidiary’s Guarantee, if any, of the Notes, with the net cash
proceeds from an incurrence of Permitted Refinancing Debt;


 


(4)           so
long as no Default or Event of Default shall have occurred and be continuing,
the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company
from employees, former employees, directors or former directors of the Company
or any of its Subsidiaries or their authorized representatives upon the death,
disability or termination of the employment of such employees or former
employees or termination of the term of such director or former director; provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity Interests may not exceed
€3 million in any twelve-month period;


 


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


 


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


 


(7)           payment
of any Receivables Fees; or


 


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


 


(c)        The amount of all
Restricted Payments (other than cash) will be the fair market value on the date
of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant


 


60

















 


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


 


Section
4.08. 
Dividend and Other Payment Restrictions Affecting Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(4)           any
instrument governing Debt or Capital Stock of a Person acquired by the Company
or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Debt or Capital Stock was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person 


 


61

















 


or
the property or assets of the Person so acquired, and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those instruments, provided that the
encumbrances or restrictions contained in any such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings, taken as a whole, are not materially more restrictive than the
encumbrances or restrictions contained in instruments in effect on the date of
acquisition;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)        The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any Debt
(including Acquired Debt), and the Company will not issue any Disqualified
Stock and will not permit any of its Restricted Subsidiaries to issue any
shares of preferred stock; provided, however,
that (1) the Company may incur Debt (including Acquired Debt) or issue
Disqualified


 


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Stock,
if the Fixed Charge Coverage Ratio for the Company’s most recently ended four
full fiscal quarters for which financial statements are publicly available
immediately preceding the date on which such additional Debt is incurred or
such Disqualified Stock is issued would have been at least 2.25 to 1 determined
on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Debt had been incurred or the Disqualified
Stock had been issued, as the case may be, at the beginning of such
four-quarter period, and (2) at any time when a Restricted Subsidiary is a
Subsidiary Guarantor that has Guaranteed Debt of the Company, any incurrence of
Debt by the Company permitted by the preceding clause (1) may be incurred by
any such Subsidiary Guarantor.


 


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


 


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


 


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


 


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


 


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


 


(5)           the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Debt in exchange for, or the net proceeds of which are used to
refund, refinance or replace Debt (other than intercompany Debt) that was
permitted by


 


63

















 


this
Indenture to be incurred under Section 4.09(a) or clauses (2), (3), (4), (5) or
(14) of this Section 4.09(b);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(11)         the
incurrence by the Company or any of its Restricted Subsidiaries of Debt
represented by letters of credit for the account of the Company or such
Restricted


 


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Subsidiary,
as the case may be, in order to provide security for workers’ compensation
claims, environmental remediation or other environmental matters or payment
obligations in connection with self-insurance or similar requirements, in each
case to the extent arising in the ordinary course of business;


 


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


 


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


 


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


 


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


 


(1)           in
the event that an item of proposed Debt meets the criteria of more than one of
the categories of Permitted Debt described in clauses (1) through (14) of
Section 4.09(b), or is entitled to be incurred pursuant to Section 4.09(a)
hereof, the Company will be permitted to classify such item of Debt on the date
of its incurrence, or, subject to Section 4.09(c)(2) below, later reclassify
all or a portion of such item of Debt, in any manner that complies with this
Section 4.09;


 


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


 


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


 


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


 


65

















 


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


 


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


 


Section 4.10.  Asset
Sales.


 


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


 


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


 


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


 


66

















 


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


 


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


 


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


 


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


 


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


 


(6)           to
make a capital expenditure; or


 


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


 


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


 


Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the preceding paragraphs will constitute “Excess Proceeds.”
When the aggregate amount of Excess Proceeds exceeds €30 million, the Company
will, within 30 days, make an Asset Sale Offer to all Holders of Notes and, at
the Company’s option, to all holders of other Debt that is pari passu with the Notes, in accordance
with Section 3.10 hereof, to purchase the maximum principal amount of Notes and
such other pari passu Debt that
may be purchased out of the Excess


67

















 


Proceeds.
The offer price in any Asset Sale Offer will be equal to 100% of the principal
amount of the Notes being repurchased plus accrued and unpaid interest and
Special Interest and Additional Amounts, if any, to the date of purchase, and
will be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and other pari passu Debt
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Excess Proceeds will be allocated by the Company to the Notes and such other pari passu Debt on a pro rata basis (based upon the respective
principal amounts of the Notes and such other pari
passu Debt tendered into such Asset Sale Offer) and the portion of
each Note to be purchased will be thereafter determined on a pro rata basis among the holders of such
Notes with appropriate adjustments such that the Notes may only be purchased in
integral multiples of $1,000, as applicable. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.


 


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


 


Section
4.11. 
Transactions with Affiliates.


 


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


 


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


 


(2)           the
Company delivers to the Trustee:


 


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


 


(B)           with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of €50 million, (i) a
resolution of the Board of Directors of the Company set forth in


 


68

















 


an
Officers’ Certificate certifying that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors
and (ii) an opinion as to the fairness to the Company of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal
or investment banking firm of international standing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.12.  Liens.


 


The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
(other than Permitted Liens) on any asset now owned or hereafter acquired to
secure Debt, Attributable Debt or other obligations that


 


69

















 


are
pari passu with or subordinated
in right of payment to the Notes or a Subsidiary Guarantor’s Guarantee of the
Notes, if any, unless all payments due under this Indenture and the Notes or
such Guarantee of the Notes, as the case may be, are secured on an equal and
ratable basis with (or prior to) the obligations so secured until such time as
such obligations are no longer secured by a Lien.


 


Section 4.13.  Business
Activities.


 


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


 


Section 4.14.  Corporate
Existence.


 


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


 


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


 


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


 


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


 


Section
4.15. 
Offer to Repurchase Upon Change of Control.


 


(a)        Upon the occurrence of
a Change of Control, the Company will make an offer (a “Change
of Control Offer”) to
each Holder to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of each Holder’s Notes at a repurchase price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, Special Interest, if any, and Additional Amounts, if any, on the
Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of
Control (except that in the case of a Change of Control pursuant to clause (4)
of the definition of Change of Control such period will be 60 days), the
Company will mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and stating:


 


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


 


70

















 


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


 


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


 


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


 


(5)           that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option
of Holder to Elect Purchase” attached to the Notes completed, to the Paying
Agent at the address specified in the notice or, if and for so long as the
Notes are listed on the Luxembourg Stock Exchange, the Paying Agent located in
Luxembourg, prior to the close of business on the third Business Day preceding
the Change of Control Payment Date; provided,
however, that in relation to any Book Entry Interest, a holder of
such Book Entry Interests may exercise its option to have such Book Entry
Interest purchased through the facilities of the Depositary, subject to its
rules and regulations;


 


(6)           that
Holders will be entitled to withdraw their tendered Notes and their election to
require the Company to purchase such Notes if the Paying Agent receives, not
later than the close of business on the last Business Day preceding the Change
of Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes tendered
for purchase, and a statement that such Holder is withdrawing his election to
have such Notes purchased; and


 


(7)           if
applicable, that a Holder whose Definitive Registered Notes are being purchased
in part will be issued new Definitive Registered Notes equal in principal
amount to the unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $1,000 in principal amount or an integral multiple
thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
4.16. 
Limitation on Sale and Leaseback Transactions.


 


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


 


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


 


(2)           the
gross cash proceeds of that Sale and Leaseback Transaction are at least equal
to the fair market value, as determined in good faith by the Board of Directors


 


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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 senior to or pari passu in right of payment with the
Notes; or


 


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


 


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


 


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


 


Section 4.17.  Payments
for Consent.


 


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


 


73

















 


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. 
Anti-layering.


 


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


 


Section 4.20.  Additional
Amounts.


 


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


 


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


 


74

















 


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, unless such other Debt is Senior
Debt, in which case such Restricted Subsidiary’s Guarantee with respect to the
Notes may be subordinated to the Guarantee of Senior Debt to the same extent as
the Notes are subordinated to such Senior Debt.  Upon the execution and delivery of such supplemental indenture,
such Restricted Subsidiary shall become a Subsidiary Guarantor.  Each Guarantee will be limited to an amount
not to exceed the maximum amount that can be Guaranteed by that Restricted
Subsidiary without rendering the Guarantee, as it relates to such Restricted
Subsidiary, illegal or voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.


 


(b)        Notwithstanding the
foregoing, any Guarantee of the Notes created pursuant to the provisions
described in the foregoing paragraph shall provide by its terms that it shall
be automatically and unconditionally released and discharged upon (1) such
Subsidiary ceasing to


 


76

















 


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


 


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


 


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


 


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


 


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


 


ARTICLE 5


SUCCESSORS


 


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


 


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


 


77

















 


(1)           either:


 


(A)          the
Company is the surviving corporation; or


 


(B)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is organized or existing under the laws of any state
which is a member of the European Union, Canada, the United States of America
or any State thereof, or the District of Columbia;


 


(2)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made assumes all the obligations of the Company
under the Notes, this Indenture and the Registration Rights Agreement
(including the obligation to pay Additional Amounts, if any, in its Relevant
Tax Jurisdiction) pursuant to a supplemental indenture in form reasonably
satisfactory to the Trustee;


 


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


 


(4)           the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance or other disposition has been made will, on the date of such
transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least €1.00 of additional Debt
pursuant to Section 4.09(a) hereof.


 


(b)        Notwithstanding Section
5.01(a)(4) hereof, if (1) any Restricted Subsidiary consolidates with, merges
into or transfers all or substantially all of its properties and assets to the
Company or to any other Restricted Subsidiary of the Company, or (2) the
Company merges with an Affiliate owned 100% (other than directors’ qualifying
shares) by a Parent Company of the Company organized solely for the purpose of
incorporating the Company in any state which is a member of the European Union,
Canada or the United States of America or any State thereof, or the District of
Columbia to realize tax or other benefits so long as the amount of Debt of the
Company and its Restricted Subsidiaries is not increased thereby and so long as
the Company or its successor shall not, as a result of such transaction, be
required to pay Additional Amounts, then no violation of this Section 5.01
shall be deemed to have occurred, as long as the requirements of clauses (1),
(2) and (3) of Section 5.01(a) are satisfied.


 


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


 


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Section
5.02. 
Successor Corporation Substituted.


 


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


 


ARTICLE 6


DEFAULTS AND REMEDIES


 


Section 6.01.  Events of
Default.


 


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


 


(1)           default
for 30 days in the payment when due of interest on, or Additional Amounts or
Special Interest with respect to, the Notes whether or not the payment is
prohibited under Article 10;


 


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


 


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


 


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


 


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


 


79

















 


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


 


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


 


and,
in each case, the principal amount of any such Debt, together with the
principal amount of any other such Debt under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates €35
million or more and has not been discharged in full or such acceleration
rescinded or annulled within 20 days of such Payment Default or acceleration;


 


(6)           failure
by the Company or any of its Significant Subsidiaries to pay final,
non-appealable judgments aggregating in excess of €35 million, which judgments
are not paid, discharged or stayed for a period of 60 days;


 


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


 


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


 


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


 


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


 


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


 


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


 


80

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.02. 
Acceleration.


 


In
the case of an Event of Default specified in clause (8) through (12) of Section
6.01(a) hereof, with respect to the Company or any of its Significant
Subsidiaries, all outstanding Notes will become due and payable immediately
without further action or notice.  If
any other Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal amount shall become immediately due and payable.


 


The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all of the Holders
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest, Additional Amounts, Special


 


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Interest
or premium that has become due solely because of the acceleration) have been
cured or waived.


 


Section 6.03.  Other
Remedies.


 


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


 


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


 


Section
6.04. 
Waiver of Past Defaults.


 


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


 


Section 6.05.  Control by
Majority.


 


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


 


Section 6.06.  Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
6.08. 
Collection Suit by Trustee.


 


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


 


Section
6.09. 
Trustee May File Proofs of Claim.


 


The
Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due


 


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


 


Section 6.10.  Priorities.


 


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


 


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


 


Second:                  subject
to Article 10, to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium, Additional Amounts and Special Interest, if any, and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium, Additional Amounts
and Special Interest, if any and interest, respectively; and


 


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


 


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


 


Section
6.11. 
Undertaking for Costs.


 


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


 


Section
6.12. 
Restoration of Rights and Remedies.


 


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


 


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


 


ARTICLE 7


TRUSTEE


 


Section 7.01.  Duties of
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.02.  Rights of
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
7.03. 
Individual Rights Of Trustee.


 


The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee
acquires any conflicting interest within the meaning of TIA §310(b) it must
eliminate such conflict within 90


 


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


 


Section 7.04.  Trustee’s
Disclaimer.


 


The
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money
paid to the Company or upon the Company’s direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.


 


Section 7.05.  Notice of
Defaults.


 


If
a Default or Event of Default occurs and is continuing and if it is known to
the Trustee, the Trustee will mail to Holders of Notes a notice of the Default
or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of
principal of, premium, Additional Amounts or Special Interest, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.  The Trustee shall not be charged with notice
or knowledge of any Default or Event of Default unless a Responsible Officer of
the Trustee shall have actual knowledge thereof or the Trustee shall have
received written notice thereof in accordance with Section 12.02 from the
Company, a Subsidiary Guarantor or the Holders of at least 25% in principal
amount of the Notes.


 


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


 


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


 


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


 


Section
7.07. 
Compensation and Indemnity.


 


(a)        The Company will pay to
the Trustee from time to time reasonable compensation for its acceptance of
this Indenture and services hereunder. 
The Trustee’s compensation will not be limited by any law on
compensation of a trustee of an express trust. 
The Company will


 


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reimburse
the Trustee promptly upon request for all reasonable disbursements, advances
and expenses incurred or made by it in addition to the compensation for its
services.  Such expenses will include
the reasonable compensation, disbursements and expenses of the Trustee’s agents
and counsel.


 


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


 


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


 


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


 


(e)        Without prejudice to
any other rights available to the Trustee under applicable Insolvency Law, when
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(a)(8), (9) or (in connection with events
corresponding to the events referred to in Section 6.01(a)(8) or (9)) (12)
hereof occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Insolvency Law.


 


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


 


Section
7.08. 
Replacement of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


(4)           the
Trustee becomes incapable of acting.


 


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


 


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


 


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


 


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


 


Section
7.09. 
Successor Trustee by Merger, etc.


 


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


 


Section
7.10. 
Eligibility; Disqualification.


 


There
will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized


 


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


 


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


 


Section
7.11. 
Preferential Collection of Claims Against Company.


 


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


 


ARTICLE 8


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


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


 


Section
8.02. 
Legal Defeasance and Discharge.


 


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


 


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


 


(2)           the
Company’s obligations with respect to the Notes concerning issuing Notes,
registration, exchange and transfer of Notes, mutilated, destroyed, lost or


 


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stolen
Notes and the maintenance of an office or agency for payment and money for
security payments held in trust;


 


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


 


(4)           this
Section 8.02.


 


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


 


Section 8.03.  Covenant
Defeasance.


 


Upon
the Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.03, the Company and each Subsidiary Guarantor will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of its obligations under the covenants contained in Sections
3.10, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15,
4.16, 4.17, 4.18, 4.19, 4.20 and 4.21 hereof and clause (4) of Section 5.01(a)
hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will
thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes and each Subsidiary Guarantee, the
Company and each Subsidiary Guarantor may omit to comply with and will have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and
such Notes and Subsidiary Guarantees will be unaffected thereby.  In addition, upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(a)(3) and 6.01(a)(4) (in each case, to the extent relating to the
covenants identified above as subject to Covenant Defeasance) and Sections
6.01(a)(5), 6.01(a)(6) and 6.01(a)(7) hereof will not constitute Events of
Default.


 


Section
8.04. 
Conditions to Legal or Covenant Defeasance.


 


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


 


(1)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, (i) cash in United States dollars, (ii) United States
dollar-denominated non-callable Government Securities which, through the
payment of interest thereon and principal in respect thereof in accordance with
their terms will provide, not


 


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later
than the due date of any payment, money, or (iii) a combination thereof, in
such amounts as will be sufficient without consideration of any reinvestment of
interest, in the written opinion of an internationally recognized firm of
independent public accountants, to pay the principal of, premium, Additional
Amounts and Special Interest, if any, and interest on the outstanding Notes on
the Stated Maturity or on the applicable redemption date, as the case may be,
and the Company must specify whether the Notes are being defeased to maturity
or to a particular redemption date;


 


(2)           in
the case of an election under Section 8.02 hereof, the Company has delivered to
the Trustee:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           an
opinion of counsel in France reasonably acceptable to the Trustee confirming
that (i) the holders of the outstanding Notes will not recognize income, gain


 


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


 


(4)           no
Default or Event of Default shall have occurred and be continuing on the date
of such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit under this Indenture) and such
deposit shall be permitted by Article 10;


 


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


 


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


 


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


 


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


 


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


 


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


 


Subject
to Sections 8.01, 8.02, 8.03 and 8.04, the Trustee will deliver or pay to the
Company from time to time upon the request of the Company any money or
non-callable


 


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Government
Securities held by it as provided in Section 8.04 or 11.01 hereof which, in the
opinion of an internationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which
may be the opinion delivered under Section 8.04 or 11.01 hereof), are in excess
of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance or discharge.


 


Section 8.06.  Repayment
to Company.


 


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


 


Section 8.07. 
Reinstatement.


 


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


 


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ARTICLE 9


AMENDMENT, SUPPLEMENT AND WAIVER


 


Section
9.01. 
Without Consent of Holders of Notes.


 


Notwithstanding
Section 9.02 of this Indenture, the Company, 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 the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof;


 


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


 


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


 


Section
9.02. 
With Consent of Holders of Notes.


 


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


 


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for,
or purchase of, the Notes).  Sections
2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding”
for purposes of this Section 9.02.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Section
9.03. 
Compliance with Trust Indenture Act.


 


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


 


Section
9.04. 
Revocation and Effect of Consents.


 


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


 


Section
9.05. 
Notation on or Exchange of Notes.


 


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


 


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


 


Section
9.06. 
Trustee to Sign Amendments, etc.


 


The
Company may not sign an amendment or supplemental Indenture until its Board of
Directors approves it.  Upon the request
of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and,
if applicable, upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee will join with the
Company and each Subsidiary Guarantor in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture adversely
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.  In executing any amended or supplemental
indenture, the Trustee will be provided with and (subject to Section 7.01
hereof) will be fully protected in relying upon, in addition to the documents
required by Sections 7.02 and 12.04 hereof, an Officers’ Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
Indenture is authorized or permitted by this Indenture.


 


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ARTICLE 10


SUBORDINATION


 


Section
10.01. 
Agreement to Subordinate.


 


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


 


Section 10.02.  Liquidation, Dissolution, Bankruptcy.


 


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


 


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


 


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


 


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


 


Section
10.03. 
Default on Designated Senior Debt.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
10.04. 
When Distribution Must Be Paid Over.


 


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


 


Section 10.05. 
Subrogation.


 


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


 


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


 


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


 


99

















 


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


 


Section
10.07. 
Subordination May Not Be Impaired by Company.


 


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


 


Section 10.08.  Rights of
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Section
10.11. 
Trustee Entitled to Rely.


 


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


 


Section
10.12. 
Trustee to Effectuate Subordination.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 11


Satisfaction And
Discharge


 


Section
11.01. 
Satisfaction and Discharge.


 


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


 


(1)           either:


 


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


 


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


 


(2)           no
Default or Event of Default has occurred and is continuing on the date of such
deposit or will occur as a result of such deposit and such deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Subsidiary Guarantor is a party or by
which the Company or any Subsidiary Guarantor is bound and such deposit shall
be permitted by Article 10;


 


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


 


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


 


(5)           the
Company has delivered an Officers’ Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge
have been satisfied.


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
provisions of Article 2 and Sections 4.01, 4.02, 8.06 and 11.02 will survive.  In addition, nothing in this Section 11.01
will be deemed to discharge the provisions of Section 7.07 hereof, that, by
their terms, survive the satisfaction and discharge of this Indenture.


 


Section
11.02. 
Application of Trust Money.


 


Subject
to the provisions of Section 8.06, all money deposited with the Trustee
pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and Additional Amounts, Special Interest and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


 


If
the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
and any Subsidiary Guarantor’s obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
11.01; provided that if the
Company has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.


 


ARTICLE 12


Miscellaneous


 


Section
12.01. 
Trust Indenture Act Controls.


 


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


 


Section 12.02.  Notices.  Any notice or
communication by the Company, any Subsidiary Guarantor or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telecopy or
overnight air courier guaranteeing next day delivery, to the others’ address:


 


103

















 


If
to the Company and/or any Subsidiary Guarantor:


 


	
  Rhodia

  	
   

  
	
  26,
  quai Alphonse Le Gallo

  	
   

  
	
  92512
  Boulogne-Billancourt Cedex

  	
   

  
	
  France

  	
   

  
	
  Telecopier
  No.:  33-1-5538-4400

  	
   

  
	
  Attention:  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  If
  to the Trustee:

  	
   

  
	
   

  	
   

  
	
  JPMorgan
  Chase Bank

  	
   

  
	
  4
  New York Plaza

  	
   

  
	
  New
  York, New York 10004

  	
   

  
	
  Telecopier
  No.:  (212) 623-6167

  	
   

  
	
  Attention:  Institutional Trust Services

  	
   

  



 


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


 


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


 


For
so long as any Notes are represented by one or more Global Notes, all notices
to Holders will be delivered to DTC for communication to entitled account
holders or, alternatively, will be published in a leading English language
newspaper published in the City of London and a leading English language daily
newspaper published in the Borough of Manhattan, City of New York or such other
English language daily newspaper with general circulation in Europe or the
United States, as the case may be, as the Trustee may approve.  It is expected that any such publication will
normally be made in the Financial Times
and the Wall Street Journal.  If and for so long as the Notes are listed
on the Luxembourg Stock Exchange and the rules of that exchange so require, all
notices to Holders will also be published in the Luxemburger Wort or in another daily newspaper published in
Luxembourg approved by the Trustee.  If
publication as provided herein is not practicable, notice will be given in such
other manner, and shall be deemed to have been given on such date, as the
Trustee may approve.  In the case of
Definitive Registered Notes, all notices to Holders will be validly given if
mailed to them at their respective addresses in the Register.


 


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


 


104

















 


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


 


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


 


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


 


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


 


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


 


Section
12.04. 
Certificate and Opinion as to Conditions Precedent.


 


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


 


(1)           an
Officers’ Certificate in form reasonably satisfactory to the Trustee (which
must include the statements set forth in Section 12.05 hereof) stating that, in
the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been
satisfied; and


 


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


 


Section
12.05. 
Statements Required in Certificate or Opinion.


 


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


 


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


 


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


 


105

















 


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


 


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


 


Section
12.06. 
Rules by Trustee and Agents.


 


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


 


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


 


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


 


Section 12.08.  Legal
Holidays.


 


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


 


Section 12.09.  Governing
Law .


 


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


 


Section
12.10. Consent to Jurisdiction and Service.


 


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


 


106

















 


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


 


Section
12.11. 
No Adverse Interpretation of Other Agreements.


 


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


 


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


 


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


 


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


 


Section 12.15.  Successors.


 


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


 


107

















 


Section 12.16.  Severability.


 


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


 


Section 12.17.  Counterpart Originals.


 


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


 


Section 12.18.  Table Of Contents, Headings, etc.


 


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


 


[Signatures on following page]


 


108

















 


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


 


 


	
   

  	
   

  	
  RHODIA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN
  CHASE BANK,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


109

















 


EXHIBIT A


 


 


[Face of Note]


 


	
   

  	
  CUSIP No.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Common Code No.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ISIN No.

  	
   

  



 


 


8.875% Senior Subordinated Note due 2011


 


	
  No.

  	
   

  	
  $

  	
   

  



 


RHODIA


 


promises
to pay to Cede & Co.


 


or
registered assigns, 


 


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


 


U.S.
Dollars on June 1, 2011.


 


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]


8.875% Senior Subordinated
Note due 2011


 


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


 


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


 


[Insert the French Legend]


 


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


 


(1)           Principal and Interest.  The Company promises to pay the principal
of this Note on June 1, 2011. The Company promises to pay interest on the
principal amount of this Note on each interest payment date, as set forth on
the face of this Note, at the rate of 8.875% per annum (subject to adjustment
as provided below). Interest will be payable semiannually in arrears (to the
holders of record of the Notes at the close of business on May 15 or November
15 immediately preceding the interest payment date) on each interest payment
date, commencing December 1, 2003.


 


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


 


The Company will pay interest on overdue principal,
premium, if any, and, to the extent lawful, interest, Additional Amounts, if
any, and Special Interest, if any, at a rate per annum that is 1% in excess of
8.875%.  Interest not paid when due and
any interest on principal, premium, interest, Additional Amounts, if any, or
Special Interest, if any, not paid when due will be paid to the Persons that
are Holders on a special record date, which will be the 15th day preceding the
date fixed by the Company for the payment of such interest, whether or not such
day is a Business Day.  At least 15 days
before a special record date, the Company will send to each Holder and to the
Trustee a notice that sets forth the special record date, the payment date and
the amount of interest to be paid.


 


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


 


A-3

















 


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


 


The Notes are general unsecured obligations of the
Company.  The Indenture limits the
original aggregate principal amount of the Notes to $385,000,000, but
Additional Notes may be issued pursuant to the Indenture, and the originally
issued Notes and all such Additional Notes vote together for all purposes as a
single class.  This Note is subordinated
as set forth in the Indenture to all Obligations in respect of Senior Debt
(including all interest accrued or accruing on Senior Debt after the
commencement of any bankruptcy, insolvency or reorganization or similar case or
proceeding at the contract rate (including, without limitation, any contract
rate applicable upon default) specified in the relevant documentation, whether
or not the claim for the interest is allowed as a claim in the case or
proceeding with respect to the Senior Debt).


 


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


 


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


 


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


 


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


 


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


 


A-4

















 


(7)           Trustee Dealings with Company.  The
Trustee, in its individual or any other capacity, may become an owner or
pledgee of Notes, make loans to, accept deposits from, and perform services for
the Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


 


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


 


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


 


(10)         Abbreviations. 
Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian) and
U/G/M/A (= Uniform Gifts to Minors Act).


 


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


 


(12)         ISIN/COMMON CODE/CUSIP Numbers. The Company has caused ISIN/COMMON
CODE/CUSIP numbers to be printed on the Notes and the Trustee may use
ISIN/COMMON CODE/CUSIP numbers in notices of redemption as a convenience to
Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


 


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


 


	
  Rhodia

  
	
  26,
  quai Alphonse Le Gallo

  
	
  92512
  Boulogne-Billancourt Cedex

  
	
  France

  
	
   

  
	
  Attention:  Corporate Secretary

  



 


A-5

















 


Assignment Form


 


To assign this Note, fill in
the form below:


 


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

  	
   

  
	
   

  	
  (Insert assignee’s legal name)

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
  and
  irrevocably appoint

  	
   

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

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  
	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
											



 












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


 


A-6

















 


Option of Holder to Elect Purchase


 


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


 




	
  o                   Section 4.10

  	
   

  	
  o                   Section 4.15

  






 


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


 


	
   

  	
  $

  
	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax
  Identification No.:

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
										



 












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


 


A-7

















 


SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE


 


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


 


 


	
  Date of
  Exchange

  	
   

  	
  Amount
  of decrease in 

  Principal Amount 

  of 

  this Global Note

  	
   

  	
  Amount
  of increase in 

  Principal Amount 

  of 

  this Global Note

  	
   

  	
  Principal
  Amount 

  of this Global Note 

  following such

  decrease 

  or increase

  	
   

  	
  Signature
  of authorized 

  officer of Registrar or 

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-8

















 


EXHIBIT
B


 


FORM OF CERTIFICATE OF
TRANSFER


 




	
  Rhodia

  
	
  26,
  quai Alphonse Le Gallo

  
	
  92512
  Boulogne-Billancourt Cedex

  
	
  France

  
	
   

  
	
  BNP
  Paribas

  
	
  787
  Seventh Avenue

  
	
  New
  York, NY 10019

  
	
  U.S.A.

  






 


Re:  8.875% Senior Subordinated Notes due 2011


 


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


 


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


 


[CHECK ALL THAT APPLY]


 


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


 


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


 


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, as Participants.  Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.


 


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


 


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


 


or


 


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


 


or


 


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


 


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


 


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


 


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


 


B-2

















 


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


 


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


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


 


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


 


 


	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
					



 


B-3

















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


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


 


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


 


(a)  o  a
beneficial interest in the:


 


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


 


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


 


(b)  o   a
Restricted Definitive Note.


 


2.             After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)  o  a
beneficial interest in the:


 


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


 


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


 


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


 


(b)  o  a
Restricted Definitive Note; or


 


(c)  o  an
Unrestricted Definitive Note,


 


in accordance with the terms of the Indenture.


 


B-4

















 


EXHIBIT C


 


FORM OF CERTIFICATE OF
EXCHANGE


 


	
  Rhodia

  
	
  26,
  quai Alphonse Le Gallo

  
	
  92512
  Boulogne-Billancourt Cedex

  
	
  France

  
	
   

  
	
  BNP
  Paribas

  
	
  787
  Seventh Avenue

  
	
  New
  York, NY 10019

  
	
  U.S.A.

  



 


Re:  8.875% Senior Subordinated Notes due 2011


 


(CUSIP          )


 


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


 


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


 


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


 


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


 


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


 


C-1

















 


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


 


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


 


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


 


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


 


(b)  o     Check if Exchange is from Restricted Definitive Note
to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
o144A Global Note, oRegulation S Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable
to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.


 


C-2

















 


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


 


	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


C-3

















 


EXHIBIT
D


 


FORM OF SUPPLEMENTAL
INDENTURE


TO BE DELIVERED BY
SUBSIDIARY GUARANTORS


 


 


SUPPLEMENTAL INDENTURE


 


 


dated as
of           ,       


 


among


 


Rhodia,


 


The Subsidiary Guarantor(s) Party Hereto


 


and


 


JPMorgan Chase Bank,


as Trustee


 












 


8.875% Dollar-denominated Senior Subordinated Notes due 2011


 


D-1

















 


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


 


RECITALS


 


WHEREAS,
the Company and the Trustee entered into the Indenture, dated as of May 28,
2003 (the “Indenture”), relating
to the issuance of the Company’s 8.875% Senior Subordinated Notes due 2011 (the
“Notes”);


 


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


 


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


 


AGREEMENT


 


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


 


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


 


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


 


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


 


D-2

















 


Section 4.  Guaranty Unconditional.  The obligations of each Subsidiary Guarantor
hereunder are unconditional and absolute and, without limiting the generality
of the foregoing, will not be released, discharged or otherwise affected by


 


(1)           any
extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of the Company under the Indenture or any Note, by operation of law
or otherwise;


 


(2)           any
modification or amendment of or supplement to the Indenture or any Note;


 


(3)           any
change in the corporate existence, structure or ownership of the Company, or
any insolvency, bankruptcy, reorganization or other similar proceeding
affecting the Company or its assets or any resulting release or discharge of
any obligation of the Company contained in the Indenture or any Note;


 


(4)           the
existence of any claim, set-off or other rights which the Subsidiary Guarantor
may have at any time against the Company, the Trustee or any other Person,
whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the
assertion of any such claim by separate suit or compulsory counterclaim;


 


(5)           any
invalidity or unenforceability relating to or against the Company for any
reason of the Indenture or any Note, or any provision of applicable law or
regulation purporting to prohibit the payment by the Company of the principal
of or interest on any Note or any other amount payable by the Company under the
Indenture; or


 


(6)           any
other act or omission to act or delay of any kind by the Company, the Trustee
or any other Person or any other circumstance whatsoever which might, but for
the provisions of this paragraph, constitute a legal or equitable discharge of
or defense to such Subsidiary Guarantor’s obligations hereunder.


 


Section 5.  Discharge; Reinstatement.  Except as otherwise provided in Section 11
hereof, each Subsidiary Guarantor’s obligations hereunder will remain in full
force and effect until the principal of, premium, if any, Additional Amounts,
if any, and Special Interest, if any, with respect to, and interest on the
Notes and all other amounts payable by the Company under the Indenture have
been paid in full.  If at any time any
payment of the principal of, premium, Additional Amounts or Special Interest,
if any, or interest on any Note or any other amount payable by the Company
under the Indenture is rescinded or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of the Company or otherwise, each
Subsidiary Guarantor’s obligations hereunder with respect to such payment will
be reinstated as though such payment had been due but not made at such time.


 


Section 6.  Waiver by the Guarantors.  Each Subsidiary Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and notice with respect to the
Note or the Debt evidenced thereby, as well as any requirement that at any time
any action be taken by any Person against the Company or any other Person.


 


D-3

















 


Section 7.  Subrogation and Contribution.  Upon making any payment with respect to any
obligation of the Company under this Guarantee, the Subsidiary Guarantor making
such payment will be subrogated to the rights of the payee against the Company
with respect to such obligation, provided
that the Subsidiary Guarantor may not enforce either any right of subrogation,
or any right to receive payment in the nature of contribution, or otherwise,
from any other Subsidiary Guarantor, with respect to such payment so long as
any amount payable by the Company under the Indenture or under the Notes
remains unpaid.


 


Section 8.  Stay of Acceleration.  If acceleration of the time for payment of
any amount payable by the Company under the Indenture or the Notes is stayed
upon the insolvency, bankruptcy or reorganization of the Company, all such
amounts otherwise subject to acceleration under the terms of the Indenture are
nonetheless payable by the Subsidiary Guarantors hereunder forthwith on demand
by the Trustee or the Holders.


 


Section 9.  Limitation on Amount of Guaranty.  Notwithstanding anything to the contrary in
this Guarantee, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of each Subsidiary Guarantor under its
Guarantee of the Notes are limited to the maximum amount that would not render
the Subsidiary Guarantor’s obligations illegal or voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.


 


Section 10.  Execution and Delivery of Guaranty.  The execution by each Subsidiary Guarantor
of this Supplemental Indenture evidences the Guarantee of the Notes of such
Subsidiary Guarantor, whether or not the person signing as an officer of the
Subsidiary Guarantor still holds that office at the time of authentication of
any Note.  The delivery of any Note by
the Trustee after authentication constitutes due delivery of the Guarantee set
forth in the Supplemental Indenture on behalf of the Subsidiary Guarantor party
hereto.


 


Section 11.  Release of Guaranty.  The Guarantee of the Notes of a Subsidiary
Guarantor will be automatically and unconditionally released and discharged
upon


 


(1)           such
Subsidiary ceasing to be a Restricted Subsidiary (including as a result of any
sale, exchange or transfer, to any Person, of all the Company’s Capital Stock
in, or all or substantially all the assets of, such Restricted Subsidiary)
pursuant to the Indenture, or


 


(2)           the
release by the holders of the Debt of the Company described in Section 4.21(a)
of their Guarantee by such Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Debt), at a time when (A) no
other Debt of the Company has been guaranteed by such Restricted Subsidiary; or
(B) the holders of all such other Debt which is guaranteed by such Restricted
Subsidiary also release their Guarantee by such Restricted Subsidiary
(including any deemed release upon payment in full of all obligations under
such Debt) and, in either such case, such Restricted Subsidiary is not
obligated in respect of any Debt incurred by such Restricted Subsidiary
pursuant to Section 4.09(a)(2) of the Indenture, or


 


D-4

















 


(3)           defeasance
or discharge of the Notes, as provided in Section 8.01 or 11.01 of the
Indenture.


 


Upon
delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion
of Counsel to the foregoing effect, the Trustee will execute any documents
reasonably required in order to evidence the release of the Subsidiary
Guarantor from its obligations under its Guarantee of the Notes.


 


Section 12.  Governing
Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK
WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE NOTES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


Section 13.  Consent to Jurisdiction and Service.  The Undersigned submits to the jurisdiction
of any state or federal court located in the Borough of Manhattan, City of New
York in relation to any legal action or proceeding (i) arising out of, related
to or in connection with this Supplemental Indenture, the Indenture or the
Notes and (ii) arising under any U.S. federal or state securities law.  The Undersigned, to the fullest extent
permitted by applicable law, irrevocably and fully waives the defense of an
inconvenient forum to the maintenance of any such suit or proceeding, and the
Undersigned will maintain in the United States an agent for service of process
in any such action or proceeding.  The
Undersigned appoints CT Corporation System, 111 Eighth Avenue, 13th
Floor, New York, New York 10011, as its initial agent for service of process.


 


Section 14.  No Personal Liability of Directors, Officers,
Employees and Stockholders. 
No past, present or future director, officer, employee, incorporator or
stockholder of any Subsidiary Guarantor, as such, will have any liability for
any obligations of the Company or such Subsidiary Guarantor under the Notes,
the Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of the Notes by accepting the Notes waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liability under United
States securities laws.


 


Section 15.  This
Supplemental Indenture may be signed in various counterparts which together
will constitute one and the same instrument.


 


Section 16.  This
Supplemental Indenture is an amendment supplemental to the Indenture and the
Indenture and this Supplemental Indenture will henceforth be read together.


 


Section 17.  The
recitals contained herein shall be taken as the statements of the Company and
the Subsidiary Guarantor or Guarantors party hereto, and the Trustee assumes no
responsibility for their correctness and makes no representations as to the
validity or sufficiency of this Supplemental Indenture.


 


D-5

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.


 


	
   

  	
  RHODIA,
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [SUBSIDIARY
  GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


D-6