FORM OF INDENTURE



 




Exhibit 4.1












 




Total Capital




Company




AND




Total S.A.,




Guarantor




TO




JPMorgan Chase Bank,




Trustee













Indenture




Dated as of                    , 2003













 














 







 









Total Capital,

and

Total S.A.

to

JPMorgan Chase Bank




Indenture, dated as of      , 2003



     Reference is made to the following provisions of the Trust Indenture Act
of 1939, as amended, which establish certain duties and responsibilities of the
Company and the Trustee which may not be set forth fully in this Indenture:




	 	 	 
	Section	 	Subject
	 	 	 
	310(b)	 	
Disqualifications of Trustee for conflicting interest
	 	 	 
	311	 	
Preferential collection of claims of Trustee as creditor of Company
	 	 	 
	312(a)	 	
Periodic filing of information by Company with Trustee
	 	 	 
	312(b)	 	
Access of Securityholders to information
	 	 	 
	313(a)	 	
Annual report of Trustee to Securityholders
	 	 	 
	313(b)	 	
Additional reports of Trustee to Securityholders
	 	 	 
	314(a)	 	
Reports by Company, including annual compliance certificate
	 	 	 
	314(c)	 	
Evidence of compliance with conditions precedent
	 	 	 
	315(a)	 	
Duties of Trustee prior to default
	 	 	 
	315(b)	 	
Notice of default from Trustee to Securityholders
	 	 	 
	315(c)	 	
Duties of Trustee in case of default
	 	 	 
	315(d)	 	
Provisions relating to responsibility of Trustee
	 	 	 
	315(e)	 	
Assessment of costs against litigating Securityholders in certain
circumstances
	 	 	 
	316(a)	 	
Directions and waivers by Securityholders in certain circumstances
	 	 	 
	316(b)	 	
Prohibition of impairment of right of Securityholders to payment
	 	 	 
	316(c)	 	
Right of Company to set record date for certain purposes
	 	 	 
	317(a)	 	
Special powers of Trustee
	 	 	 
	318(a)	 	
Provisions of Act to control in case of conflict



 







 



Total Capital,

and

Total S.A.

to

JPMorgan Chase Bank




Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of           , 2003




	 	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	Indenture Section
	§310(a)(1)
	 	 	609	 
	 	(a)(2)
	 	 	609	 
	 	(a)(3)
	 	 	  Not Applicable
	 	(a)(4)
	 	 	  Not Applicable
	 	(a)(5)
	 	 	609	 
	 	(b)
	 	 	608	 
	 
	 	 	610	 
	§311(a)
	 	 	613	(a)
	 	(b)
	 	 	613	(b)
	 	(b)(2)
	 	 	703	(a)(2)
	 
	 	 	703	(b)
	§312(a)
	 	 	701	 
	 
	 	 	702	(a)
	 	(b)
	 	 	702	(b)
	 	(c)
	 	 	702	(c)
	§313(a)
	 	 	703	(a)
	 	(b)
	 	 	703	(b)
	 	(c)
	 	 	703	(a)
	 
	 	 	703	(b)
	 	(d)
	 	 	703	(c)
	§314(a)(1)(2) and (3)
	 	 	704	 
	 	(a)(4)
	 	 	1008	 
	 	(b)
	 	 	  Not Applicable
	 	(c)(1)
	 	 	102	 
	 	(c)(2)
	 	 	102	 
	 	(c)(3)
	 	 	  Not Applicable
	 	(d)
	 	 	  Not Applicable
	 	(e)
	 	 	102	 
	§315(a)
	 	 	601	(a)
	 	(b)
	 	 	602	 
	 
	 	 	703	(a)(6)
	 	(c)
	 	 	601	 
	 	(d)
	 	 	601	 
	 	(d)(1)
	 	 	601	 
	 	(d)(2)
	 	 	601	 
	 	(d)(3)
	 	 	601	 
	 	(e)
	 	 	514	 
	§316(a)
	 	 	101	 
	 	(a)(1)(A)
	 	 	502	 
	 
	 	 	512	 
	 	(a)(1)(B)
	 	 	513	 
	 	(a)(2)
	 	 	  Not Applicable
	 	(b)
	 	 	508	 
	 	(c)
	 	 	513	 
	§317(a)(1)
	 	 	503	 
	 	(a)(2)
	 	 	504	 
	 	(b)
	 	 	1006	 
	§318(a)
	 	 	107	 









	 	 	Note: This reconciliation and tie shall not, for any
purpose, be deemed to be a part of the Indenture.


 







 






TABLE OF CONTENTS













	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	PARTIES
	 	 	1	 
	RECITALS
	 	 	1	 
	ARTICLE ONE   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 	SECTION 101. DEFINITIONS
	 	 	1	 
	 	 	Act
	 	 	2	 
	 	 	Affiliate
	 	 	2	 
	 	 	Authenticating Agent
	 	 	2	 
	 	 	Board of Directors
	 	 	2	 
	 	 	Board Resolution
	 	 	2	 
	 	 	Business Day
	 	 	2	 
	 	 	Commission
	 	 	2	 
	 	 	Company
	 	 	2	 
	 	 	Company Request
	 	 	3	 
	 	 	Company Order
	 	 	3	 
	 	 	Corporate Trust Office
	 	 	3	 
	 	 	corporation
	 	 	3	 
	 	 	Covenant Defeasance
	 	 	3	 
	 	 	Defaulted Interest
	 	 	3	 
	 	 	Depositary
	 	 	3	 
	 	 	Discharged
	 	 	3	 
	 	 	Event of Default
	 	 	3	 
	 	 	Exchange Act
	 	 	3	 
	 	 	Executive Officer’s Certificate
	 	 	3	 
	 	 	Global Security
	 	 	3	 
	 	 	Guarantee
	 	 	3	 
	 	 	Guarantor
	 	 	3	 
	 	 	Holder
	 	 	4	 
	 	 	Indenture
	 	 	4	 
	 	 	interest
	 	 	4	 
	 	 	Interest Payment Date
	 	 	4	 
	 	 	Judgment Currency
	 	 	4	 
	 	 	Maturity
	 	 	4	 
	 	 	Notice of Default
	 	 	4	 
	 	 	Officers’ Certificate
	 	 	4	 
	 	 	Opinion of Counsel
	 	 	4	 
	 	 	Original Issue Discount Security
	 	 	4	 
	 	 	Outstanding
	 	 	4	 
	 	 	Paying Agent
	 	 	5	 
	 	 	Person
	 	 	6	 








	 	 	Note: This table of contents shall not, for any
purpose, be deemed to be a part of the Indenture.



 







 



	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 	 	Place of Payment
	 	 	6	 
	 	 	Predecessor Security
	 	 	6	 
	 	 	pursuant to a Board Resolution
	 	 	6	 
	 	 	Redemption Date
	 	 	6	 
	 	 	Redemption Price
	 	 	6	 
	 	 	Regular Record Date
	 	 	6	 
	 	 	Relevant Indebtedness
	 	 	6	 
	 	 	Required Currency
	 	 	6	 
	 	 	Responsible Officer
	 	 	6	 
	 	 	Securities
	 	 	7	 
	 	 	Security Register
	 	 	7	 
	 	 	Security Registrar
	 	 	7	 
	 	 	Special Record Date
	 	 	7	 
	 	 	Stated Maturity
	 	 	7	 
	 	 	Subsidiary
	 	 	7	 
	 	 	Trustee
	 	 	7	 
	 	 	Trust Indenture Act
	 	 	7	 
	 	 	U.S. Government Obligations
	 	 	7	 
	 	 	Vice President
	 	 	8	 
	 	SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS
	 	 	8	 
	 	SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE
	 	 	8	 
	 	SECTION 104. ACTS OF HOLDERS
	 	 	9	 
	 	SECTION 105. NOTICES, ETC., TO TRUSTEE, COMPANY AND GUARANTOR
	 	 	10	 
	 	SECTION 106. NOTICE TO HOLDERS; WAIVER
	 	 	10	 
	 	SECTION 107. CONFLICT WITH TRUST INDENTURE ACT
	 	 	11	 
	 	SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS
	 	 	11	 
	 	SECTION 109. SUCCESSORS AND ASSIGNS
	 	 	11	 
	 	SECTION 110. SEPARABILITY CLAUSE
	 	 	11	 
	 	SECTION 111. BENEFITS OF INDENTURE
	 	 	11	 
	 	SECTION 112. GOVERNING LAW
	 	 	11	 
	 	SECTION 113. LEGAL HOLIDAYS
	 	 	12	 
	 	SECTION 114. SUBMISSION TO JURISDICTION
	 	 	12	 
	ARTICLE TWO SECURITY FORMS
	 	 	13	 
	 	SECTION 201. FORMS GENERALLY
	 	 	13	 
	 	SECTION 202. FORM OF FACE OF SECURITY
	 	 	14	 
	 	SECTION 203. FORM OF REVERSE OF SECURITY
	 	 	17	 
	 	SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 	22	 
	 	SECTION 205. TEXT OF GUARANTEE
	 	 	22	 
	 	SECTION 206. FORM OF LEGEND FOR GLOBAL SECURITIES
	 	 	25	 






ii







 



	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE THREE THE SECURITIES
	 	 	25	 
	 	SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES
	 	 	25	 
	 	SECTION 302. DENOMINATIONS
	 	 	28	 
	 	SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING
	 	 	28	 
	 	SECTION 304. TEMPORARY SECURITIES
	 	 	29	 
	 	SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE
	 	 	30	 
	 	SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES
	 	 	32	 
	 	SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED
	 	 	32	 
	 	SECTION 308. PERSONS DEEMED OWNERS
	 	 	33	 
	 	SECTION 309. CANCELLATION
	 	 	34	 
	 	SECTION 310. COMPUTATION OF INTEREST
	 	 	34	 
	 	SECTION 311. PAYMENT TO BE IN PROPER CURRENCY; CONVERSION OF
JUDGMENT CURRENCY
	 	 	34	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	35	 
	 	SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	35	 
	 	SECTION 402. APPLICATION OF TRUST MONEY
	 	 	36	 
	 	SECTION 403. DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
OBLIGATIONS
	 	 	37	 
	ARTICLE FIVE REMEDIES
	 	 	39	 
	 	SECTION 501. EVENTS OF DEFAULT
	 	 	39	 
	 	SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
	 	 	41	 
	 	SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE
	 	 	42	 
	 	SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	43	 
	 	SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES
	 	 	44	 
	 	SECTION 506. APPLICATION OF MONEY COLLECTED
	 	 	44	 
	 	SECTION 507. LIMITATION ON SUITS
	 	 	44	 
	 	SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST
	 	 	45	 
	 	SECTION 509. RESTORATION OF RIGHTS AND REMEDIES
	 	 	45	 
	 	SECTION 510. RIGHTS AND REMEDIES CUMULATIVE
	 	 	46	 
	 	SECTION 511. DELAY OR OMISSION NOT WAIVER
	 	 	46	 
	 	SECTION 512. CONTROL BY HOLDERS
	 	 	46	 
	 	SECTION 513. WAIVER OF PAST DEFAULTS
	 	 	47	 
	 	SECTION 514. UNDERTAKING FOR COSTS
	 	 	47	 
	 	SECTION 515. WAIVER OF STAY OR EXTENSION LAWS
	 	 	48	 



iii







 



	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE SIX THE TRUSTEE
	 	 	48	 
	 	SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES
	 	 	48	 
	 	SECTION 602. NOTICE OF DEFAULTS
	 	 	49	 
	 	SECTION 603. CERTAIN RIGHTS OF TRUSTEE
	 	 	49	 
	 	SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES
	 	 	51	 
	 	SECTION 605. MAY HOLD SECURITIES
	 	 	51	 
	 	SECTION 606. MONEY HELD IN TRUST
	 	 	51	 
	 	SECTION 607. COMPENSATION AND REIMBURSEMENT
	 	 	51	 
	 	SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS
	 	 	52	 
	 	SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
	 	 	52	 
	 	SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	 	 	53	 
	 	SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	 	 	54	 
	 	SECTION 612. MERGER, CONSOLIDATION OR SUCCESSION TO BUSINESS
	 	 	55	 
	 	SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	56	 
	 	SECTION 614. CO-TRUSTEES AND SEPARATE TRUSTEES
	 	 	56	 
	 	SECTION 615. APPOINTMENT OF AUTHENTICATING AGENT
	 	 	57	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR
	 	 	59	 
	 	SECTION 701. COMPANY AND GUARANTOR TO FURNISH TRUSTEE NAMES AND
ADDRESSES OF HOLDERS
	 	 	59	 
	 	SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS
	 	 	59	 
	 	SECTION 703. REPORTS BY TRUSTEE
	 	 	60	 
	 	SECTION 704. REPORTS BY COMPANY AND GUARANTOR
	 	 	61	 
	ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE; SUBSTITUTION
	 	 	62	 
	 	SECTION 801. COMPANY OR GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON
CERTAIN TERMS
	 	 	62	 
	 	SECTION 802. SUBSTITUTION OF THE COMPANY ON CERTAIN TERMS
	 	 	63	 
	 	SECTION 803. RESERVED
	 	 	64	 
	 	SECTION 804. SUCCESSOR CORPORATION SUBSTITUTED
	 	 	64	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	64	 
	 	SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
	 	 	64	 
	 	SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
	 	 	66	 
	 	SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES
	 	 	67	 



iv







 



	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 	SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	67	 
	 	SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT
	 	 	67	 
	 	SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES
	 	 	67	 
	ARTICLE TEN PARTICULAR COVENANTS OF COMPANY AND GUARANTOR
	 	 	68	 
	 	SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST BY COMPANY
	 	 	68	 
	 	SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY BY COMPANY
	 	 	68	 
	 	SECTION 1003. RESERVED
	 	 	68	 
	 	SECTION 1004. RESERVED
	 	 	68	 
	 	SECTION 1005. MAINTENANCE OF OFFICE OR AGENCY BY GUARANTOR
	 	 	68	 
	 	SECTION 1006. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST
	 	 	69	 
	 	SECTION 1007. CORPORATE EXISTENCE
	 	 	70	 
	 	SECTION 1008. STATEMENT BY EXECUTIVE OFFICERS AS TO COMPLIANCE
	 	 	70	 
	 	SECTION 1009. WAIVER OF CERTAIN COVENANTS
	 	 	71	 
	 	SECTION 1010. ADDITIONAL AMOUNTS
	 	 	71	 
	 	SECTION 1011. NEGATIVE PLEDGE
	 	 	74	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	74	 
	 	SECTION 1101. APPLICABILITY OF ARTICLE
	 	 	74	 
	 	SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE
	 	 	74	 
	 	SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED
	 	 	74	 
	 	SECTION 1104. NOTICE OF REDEMPTION
	 	 	75	 
	 	SECTION 1105. DEPOSIT OF REDEMPTION PRICE
	 	 	76	 
	 	SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE
	 	 	76	 
	 	SECTION 1107. SECURITIES REDEEMED IN PART
	 	 	76	 
	 	SECTION 1108. OPTIONAL REDEMPTION DUE TO CHANGES IN TAX TREATMENT
	 	 	77	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	77	 
	 	SECTION 1201. APPLICABILITY OF ARTICLE
	 	 	77	 
	 	SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES
	 	 	78	 
	 	SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND
	 	 	78	 
	ARTICLE THIRTEEN GUARANTEE
	 	 	78	 
	 	SECTION 1301. GUARANTEE
	 	 	78	 



v







 



	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	TESTIMONIUM
	 	 	76	 
	SIGNATURES
	 	 	76	 
	ACKNOWLEDGMENTS
	 	 	76	 



vi







 


     THIS INDENTURE is dated as of                    , 2003, among Total
Capital, a société anonyme duly organized and existing under the laws of the
Republic of France (herein called the “Company”), having its principal office
at 2, place de la Coupole, La Défense 6, 92400 Courbevoie, France, and Total
S.A., a société anonyme duly organized and existing under the laws of the
Republic of France (herein called the “Guarantor”), having its principal office
at 2, place de la Coupole, La Défense 6, 92400 Courbevoie, and JPMorgan Chase
Bank, a corporation duly organized and existing under the laws of the State of
New York, as Trustee (herein called the “Trustee”) having its Corporate Trust
Office at 4 New York Plaza, 15th Floor, New York, New York 10004.




RECITALS



     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time outside France of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the “Securities”), to be issued in one or more series as in this Indenture
provided.



     The Guarantor has duly authorized the execution and delivery of this
Indenture, and the Guarantee set forth herein, to provide for the guarantee by
it with respect to the Securities as set forth in this Indenture.



     All things necessary to make this Indenture a valid agreement of the
Company and the Guarantor, in accordance with its terms, have been done.




NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




Section 101. Definitions.



     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:





		
	 	     (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
	 
	 	     (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;



 







 







		
	 	     (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with accounting principles
generally accepted in the Republic of France; and
	 
	 	     (4) the words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.



     Certain terms, used principally in Article Six, are defined in that
Article.



     “Act”, when used with respect to any Holder, has the meaning specified in
Section 104.



     “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 the purposes of this definition,
“control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.



     “Authenticating Agent” means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate Securities.



     “Board of Directors”, when used with reference to the Company or the
Guarantor, means either the board of directors, or any committee of such board
authorized to act for it hereunder, of the Company or of the Guarantor, as the
case may be.



     “Board Resolution”, when used with reference to the Company or the
Guarantor, means a copy of a resolution certified by the general counsel, a
deputy general counsel, the secretary or an assistant secretary of the Company
of the Guarantor, as the case may be, to have been duly adopted by its Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.



     “Business Day”, when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking or trust institutions in that Place of Payment are authorized generally
or obligated by law, regulation or executive order to close.



     “Commission” means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.



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



2







 


     “Company Request” or “Company Order” means a written request or order
signed in the name of the Company or of the Guarantor, in either case by a
director thereof, or any other Person, duly authorized by Board Resolution
(either directly or by authorized delegation) in respect thereto, attested by
its general counsel, a deputy general counsel, its secretary or an assistant
secretary and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 4 New York Plaza 15th Floor, New
York, New York 10004.



     “corporation” means a corporation, association, company, limited liability
company, business trust or société anonyme.



     “Covenant Defeasance” has the meaning set forth in Section 403.



     “Defaulted Interest” has the meaning specified in Section 307.



     “Depositary” means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
clearing agency registered under the Exchange Act, as amended, specified for
that purpose as contemplated by Section 301.



     “Discharged” has the meaning set forth in Section 403.



     “Event of Default” has the meaning specified in Section 501.



     “Exchange Act” means the Securities Exchange Act of 1934 and any
successor statute, in each case as amended from time to time.



     “Executive Officer’s Certificate” means a certificate signed by a director
or the principal executive officer, principal financial officer, treasurer,
deputy treasurer, principal accounting officer or deputy principal accounting
officer of the Company or the Guarantor, as the case may be.



     “Global Security” means a Security bearing the legend required by Section
206 evidencing all or part of a series of Securities, issued to the Depositary
for such series or its nominee and registered in the name of the Depositary or
its nominee.



     “Guarantee” means the guarantee of the Guarantor set forth in Section
1301, or established pursuant to an indenture supplemental hereto, the text of
which shall be endorsed on any Security authenticated and delivered pursuant to
this Indenture.



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



3







 


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



     “Indenture” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument and any such supplemental indenture, respectively, and
shall include the terms of particular series of Securities established as
contemplated by Section 301.



     “interest”, when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.



     “Interest Payment Date”, when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.



     “Judgment Currency” has the meaning specified in Section 311.



     “Maturity”, when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.



     “Notice of Default” means a written notice of the kind specified in
Section 501(4).



     “Officer’s Certificate” means a certificate signed, in the case of either
the Company or the Guarantor, by a director thereof, or any other Person, duly
authorized by Board Resolution (either directly or by authorized delegation) in
respect thereto, attested by its general counsel, a deputy general counsel, its
secretary or an assistant secretary and delivered to the Trustee. Each such
Officer’s Certificate shall contain the statements required by Section 314(e)
of the Trust Indenture Act if applicable.



     “Opinion of Counsel” means a written opinion of counsel, who may be an
employee of or counsel to the Company or the Guarantor. Each such opinion shall
include the statements required by Section 314(e) of the Trust Indenture Act,
if applicable.



     “Original Issue Discount Security” means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.



     “Outstanding”, when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

4







 






		
	 	     (i) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;
	 
	 	     (ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company or the Guarantor) in trust or set
aside and segregated in trust by the Company or the Guarantor (if the
Company or the Guarantor shall act as Paying Agent) for the Holders of
such Securities; provided however, that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been
made; and
	 
	 	     (iii) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities
in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;



provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 301, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the U.S. dollar equivalent,
determined in the manner provided as contemplated by Section 301 on the date of
original issuance of such Security of the principal amount (or, in the case of
a Security described in clause (A) or (B) above, the amount determined pursuant
to such Clause) of such Security and (D) Securities owned by the Company, the
Guarantor or any other obligor upon the Securities or any Affiliate of the
Company or the Guarantor or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Company, the Guarantor or any other obligor upon the Securities or
any Affiliate of the Company, the Guarantor or of such other obligor.



     “Paying Agent” means any Person (which may include the Company or the
Guarantor) authorized by the Company to pay the principal of (and premium, if
any) or interest on any Securities on behalf of the Company.



5







 


     “Person” means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.



     “Place of Payment”, when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 301.



     “Predecessor Security” of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.



     “pursuant to a Board Resolution “ means actions or decisions taken
pursuant thereto in accordance with, in the case of the Company, Article L.
228-41 of the French Commercial Code and, in the case of the Guarantor, Article
L. 225-35 of the French Commercial Code.



     “Redemption Date”, when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.



     “Redemption Price”, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.



     “Relevant Indebtedness” means any obligation (whether present or future,
actual or contingent, secured or unsecured, as principal or surety or
otherwise) which is represented by any notes, bonds, debentures, securities or
other form of debt securities capable of being quoted, listed or ordinarily
dealt in on any stock exchange, over-the-counter or other similar securities
market.



     “Required Currency” has the meaning specified in Section 311.



     “Responsible Officer” means, when used with respect to the Trustee, any
vice president, any assistant vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, or any trust officer or any
other officer of the Trustee within the Institution Trust Services -
Conventional Debt Unit (or any successor unit, department or division of the
Trustee) located at the Corporate Trust Office of the Trustee who has direct
responsibility for the administration of this Indenture, and , for the purposes
of Sections 512(3), 601(c)(ii) and 602 hereof, shall also include any other
officer of the Trustee to whom any corporate trust matter is referred because
of such person’s knowledge of and familiarity with the particular subject.



6







 


     “Securities” has the meaning stated in the first recital of this Indenture
and more particularly means any Securities that have been issued, authenticated
and delivered under this Indenture.



     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.



     “Special Record Date” for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.



     “Stated Maturity”, when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.



     “Subsidiary” means any corporation of which at least a majority of the
outstanding stock or equity interest having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned or
controlled by the Guarantor or by one or more Subsidiaries, or by the Guarantor
and one or more Subsidiaries.



     “Trustee” means the Person named as the “Trustee” in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Trustee” shall
mean or include each Person who is a Trustee hereunder, and if at any time
there is more than one such Person, “Trustee” as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series, provided that the Trustee shall not be the Company, the Guarantor or any other obligor upon the Securities
or any Affiliate of the Company, the Guarantor or of such other obligor.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, and as in force at the date as of which
this instrument was executed, and as amended thereafter from tine to time.



     “U.S. Government Obligations” means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of an entity controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America which, in either case
under clauses (i) or (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount


7







 




payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.



     “Vice President”, when used with respect to the Trustee, means any vice
president, whether or not designated by a number or a word or words added
before or after the title “vice president”.





Section 102. Compliance Certificates and Opinions.



     Upon any application or request by the Company or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company
or the Guarantor shall furnish to the Trustee such certificates and opinions as
may be required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officer’s Certificate or an Opinion of Counsel
and shall comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture. Such an Officer’s Certificate shall
state that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and such Opinion of
Counsel shall state that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any other provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.



     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate provided
under Section 1008) hereof shall include





		
	 	     (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
	 
	 	     (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
	 
	 	     (3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and
	 
	 	     (4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.




Section 103. Form of Documents Delivered to Trustee.



     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by,


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 or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.



     Any certificate or opinion of an officer of the Company or the Guarantor
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion,
or representations with respect to the matters upon which his certificate or
opinion is based, are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company or the
Guarantor, as the case may be, stating that the information with respect to
such factual matters is in the possession of the Company or the Guarantor, as
the case may be, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.



     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.




Section 104. Acts of Holders.



     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company and the Guarantor.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instrument.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee, the Company and the Guarantor
if made in the manner provided in this Section.



     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.



     (c)  The ownership of Securities shall be proved by the Security Register.



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     (d)  Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company or
the Guarantor in reliance thereon, whether or not notation of such action is
made upon such Security.



     (e)  Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.




Section 105. Notices, Etc., to Trustee, Company and Guarantor.



     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,





		
	 	     (1) the Trustee by any Holder, the Company or the Guarantor shall be
sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office,
Attention: Institutional Trust Services, or
	 
	 	     (2) the Company or the Guarantor by the Trustee or any Holder shall
be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing, in the
case of the Company, to or with it at the address of its principal office
specified in the first paragraph of this instrument, Attention:
President, or at any other address previously furnished in writing to the Trustee by the Company, with
a copy to the Guarantor, and in the case of the Guarantor, to or with it
at the address of its office specified in the first paragraph of this
instrument, Attention: Group Treasurer, or at any other address
previously furnished in writing to the Trustee by the Guarantor, with a
copy to the Company.




Section 106. Notice to Holders; Waiver.



     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such


10







 




notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.



     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 hereunder.




Section 107. Conflict with Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.




Section 108. Effect of Headings and Table of Contents.



     The Article and Section headings herein, the Reconciliation and tie
between the Trust Indenture Act and this Indenture and the Table of Contents
are for convenience only and shall not affect the construction hereof.




Section 109. Successors and Assigns.



     All covenants and agreements in this Indenture by the Company or the
Guarantor shall bind its successors and assigns, whether so expressed or not.




Section 110. Separability Clause.



     In case any provision in this Indenture or in the Securities or in the
Guarantee shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.




Section 111. Benefits of Indenture.



     Nothing in this Indenture or in the Securities or in the Guarantee,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.




Section 112. Governing Law.



     This Indenture, the Securities and the Guarantee shall be governed by and
construed in accordance with the laws of the State of New York, except that the
authorization and execution of this Indenture, the Securities and the Guarantee
shall be


11







 




governed by the laws of the respective jurisdictions of organization
of the Company and the Guarantor.




Section 113. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision shall apply in lieu of this Section))
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 or Redemption 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 or Stated Maturity, as the
case may be.




Section 114. Submission to Jurisdiction.



     The Company agrees that any legal suit, action or proceeding arising out
of or based upon the Indenture or the Securities may be instituted in any state
or Federal court in the Borough of Manhattan, The City of New York, New York,
United States of America, waives, to the extent it may effectively do so, any
objection which it may have now or hereafter to the laying of the venue of any
such suit, action or proceeding, and irrevocably submits to the jurisdiction of
any such court in any such suit, action or proceeding. The Company has
designated and appointed CT Corporation System (or any successor corporation)
as the Company’s authorized agent to accept and acknowledge on its behalf
service of any and all process which may be served in any such suit, action or
proceeding in any such court and agrees that service of process upon said agent
at its office at 111 Eighth Avenue, New York, New York, 10011, attention Frieda
Dawson (or at such other address in the Borough of Manhattan, The City of New York,
as the Company may designate by written notice to the Guarantor and the
Trustee) shall be deemed in every respect effective service of process upon the
Company in any such suit, action or proceeding and shall be taken and held to
be valid personal service upon the Company, whether or not the Company shall
then be doing, or at any time shall have done, business within the State of New
York, and any such service of process shall be of the same force and validity
as if service were made upon it according to the laws governing the validity
and requirements of such service in such State, and waives all claim of error
by reason of any such service. Said designation and appointment shall be
irrevocable until the Indenture shall have been satisfied and discharged in
accordance with Article Four. The Company agrees to take all action as may be
necessary to continue the designation and appointment of CT Corporation System
or any successor corporation in full force and effect so that the Company shall
at all times have an agent for service of process for the above purposes in the
Borough of Manhattan, The City of New York, New York, United States of America.



12







 


     The Guarantor agrees that any legal suit, action or proceeding arising out
of or based upon the Indenture or the Guarantee may be instituted in any state
or Federal court in the Borough of Manhattan, The City of New York, New York,
United States of America, waives, to the extent it may effectively do so, any
objection which it may have now or hereafter to the laying of the venue of any
such suit, action or proceeding, and irrevocably submits to the jurisdiction of
any such court in any such suit, action or proceeding. The Guarantor has
designated and appointed CT Corporation System (or any successor corporation)
as the Guarantor’s authorized agent to accept and acknowledge on its behalf
service of any and all process which may be served in any such suit, action or
proceeding in any such court and agrees that service of process upon said agent
at its office at 111 Eighth Avenue, New York, New York, 10011, attention
Frieda Dawson (or at such other address in the Borough of Manhattan, The City
of New York, as the Guarantor may designate by written notice to the Company
and the Trustee) shall be deemed in every respect effective service of process
upon the Guarantor in any such suit, action or proceeding and shall be taken
and held to be valid personal service upon the Guarantor, whether or not the
Guarantor shall then be doing, or at any time shall have done, business within
the State of New York, and any such service of process shall be of the same
force and validity as if service were made upon it according to the laws
governing the validity and requirements of such service in such State, and
waives all claim of error by reason of any such service. Said designation and
appointment shall be irrevocable until the Indenture shall have been satisfied
and discharged in accordance with Article Four. The Guarantor agrees to take
all action as may be necessary to continue the designation and appointment of
CT Corporation System or any successor corporation in full force and effect so
that the Guarantor shall at all times have an agent for service of process for
the above purposes in the Borough of Manhattan, The City of New York, New York,
United States of America.




ARTICLE TWO

SECURITY FORMS




Section 201. Forms Generally.



     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant
to a Board Resolution of the Company or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
directors duly authorized thereto executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution of the Company, a
copy of an appropriate record of such action shall be certified on behalf of
the Company by the general counsel, a deputy general counsel, the secretary or
an assistant secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.



13







 


     The text of the Guarantee shall be endorsed on the Securities of each
series in substantially the form set forth in Section 205, or in the form of
such other Guarantee as shall be established by or pursuant to a Board
Resolution of the Guarantor and/or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other corrections as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
person duly authorized thereto executing such Securities, all as evidenced by
such execution. If the Guarantee, the text of which is to be endorsed on the
Securities of any series, is established by action taken pursuant to a Board
Resolution of the Guarantor, a copy of an appropriate record of such action
shall be certified by the general counsel, a deputy general counsel, the
secretary or an assistant secretary of the Guarantor. and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such Securities.



     The Trustee’s certificates of authentication shall be in substantially the
form set forth in this Article.



     The definitive Securities, including the text of the Guarantee, shall be
printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.




Section 202. Form of Face of Security.



     [Insert any required United Kingdom or French or other selling restriction
and/or taxation legend.]




TOTAL CAPITAL.




[ .....%] GUARANTEED [ZERO COUPON] [NOTE] [DEBENTURE] DUE .....




	 	 	 	 	 
	No...........	 	 	 	[currency...............]



     TOTAL CAPITAL, a société anonyme duly organized and existing under the
laws of the Republic of France (herein called the “Company”, which term
includes any successor or substitute corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
     ........................................, or registered assigns, the principal
sum of .............. [currency] on ....................... [If the Security is
to bear interest prior to Maturity, insert -, and to pay interest thereon from
     ........................ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on
     ............................. and ................................ in each
year, commencing ............................., at the rate of .......% per
annum, until the principal hereof is paid or made available for payment [If
applicable insert -, and (to the extent that the payment of such interest shall
be legally enforceable) at the rate of .....% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any


14







 




Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ............. or ............. (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].



     If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of the jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which the Company is
incorporated, shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority thereof or therein) in respect of any
amounts to be paid by the Company of principal of or interest on a Security of
any series, then the Company will pay to the Holder of a Security of such
series such additional amounts as may be necessary in order that the net
amounts paid to such Holder of such Security, after such deduction or
withholding, shall be not less than the amounts specified in such Security to which such Holder is
otherwise entitled; provided, however, that the Company shall not be required
to make any payment of additional amounts for or on account of:



     (a)  any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) 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
or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;



     (b)  any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;



     (c)  any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments of (or in respect of) principal of,
or any interest on, the Securities of such series;

15







 




     (d)  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
Security of such series (i) to provide information concerning the nationality,
residence or identity of the Holder or such beneficial owner or (ii) to make
any declaration or other similar claim or satisfy any information or reporting
requirements, which, in the case of (i) or (ii), is required or imposed by a
statute, treaty, regulation or administrative practice of the taxing
jurisdiction as a precondition to exemption from all or part of such tax,
assessment or other governmental charge;



     (e)  any tax, assessment or other governmental charge which such Holder
would have been able to avoid by presenting such Security to another Paying
Agent;



     (f)  any tax, assessment or other governmental charge which is imposed on a
payment pursuant to any European Union Directive on the taxation of savings
implementing the conclusions reached by the ECOFIN Council, or any law
implementing or complying with, or introduced in order to conform to, such
directive; or



     (g)  any combination of items (a), (b), (c), (d), (e) and (f) above; nor
shall additional amounts be paid with respect to any payment of the principal
of, or any interest on, any Security of such series to any Holder who is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the
jurisdiction (or any political subdivision or taxing authority
thereof or therein) to be included in the income for tax purposes of a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
additional amounts had it been the Holder of such Security.



     The foregoing provisions shall apply mutatis mutandis to any withholding
or deduction in respect of any amount to be paid by the Company of principal of
or interest on a Security of any series (i) for or on account of any present or
future taxes, assessments or governmental charges of whatever nature of any
jurisdiction in which any successor or substitute Person to the Company is
organized, or any political subdivision or taxing authority thereof or therein;
or (ii) if another Person merges into or transfers its assets to the Company
pursuant to Section 801, for or on account of any taxes, assessments or
governmental charges levied by the jurisdiction in which such other Person is
organized, or by any political subdivision or taxing authority thereof, as a
result of (x) the Company’s being treated as engaged in a trade or business, or
having a permanent establishment, in such jurisdiction and (y) the payment of
principal or interest being allocable or attributable to such trade or business
or permanent establishment.



     [If the Security is not to bear interest prior to Maturity, insert - The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of .....% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such principal has been made
or duly provided for. Interest on any overdue principal shall be payable on
demand. Any


16







 




such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of .....% per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such demand for payment to the date payment of such interest
has been made or duly provided for, and such interest shall also be payable on
demand.]



     Payment of the principal of (and premium, if any) and [if applicable,
insert - any such] interest on this Security will be made at [the office or
agency of the Company maintained for that purpose in ..................][the
office of the Paying Agent], [in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts] [specify other currency] [if applicable, insert -; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register].



     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



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




Dated:




	 	 	 	 	 
	 	
TOTAL CAPITAL	 
	 
	 	 	
By..................................................	 	 
	 	 	
[By.................................................
	 	]



     Attest:

..........................................................




Section 203. Form of Reverse of Security.



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued outside
France in one or more series under an Indenture, dated as of
     , 2003 (herein called the “Indenture”), among the Company, as issuer, Total
S.A., as Guarantor (herein called the “Guarantor”), and JPMorgan Chase Bank, as
Trustee (herein called the “Trustee”, which term includes


17







 




any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to [currency]..............].



     [If applicable, insert - The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, [if applicable, insert -
(1) on ................. in any year commencing with the year .......... and
ending with the year ........... through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [on or after ......................, 20......], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed
as percentages of the principal amount): If redeemed [on or before
     ................., .....%, and if redeemed] during the 12-month period
beginning ................... of the years indicated,




	 	 	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	 	 	Redemption
	Year	 	Price	 	 	Year	 	 	Price
	
	 	
	 	 	
	 	 	





and thereafter at a Redemption Price equal to ......% of the principal amount,
together in the case of any such redemption [if applicable, insert - (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]



     [If applicable insert - The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, (1) on ...............
in any year commencing with the year ....... and ending with the year ......
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [on
or after ........................], as a whole or in part, at the election of
the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ..................... of the years indicated,



18







 



	 	 	 	 	 	 	 	 	 
	 	 	Redemption Price	 	Redemption Price For
	 	 	For Redemption	 	Redemption Otherwise
	 	 	Through Operation	 	Than Through Operation
	Year	 	of the Sinking Fund	 	of the Sinking Fund
	
	 	
	 	

	 



and thereafter at a Redemption Price equal to ......% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]



     [Notwithstanding the foregoing, the Company may not, prior to
     ......................, redeem any Securities of this series as contemplated by
[Clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than .......% per annum.]



     [The sinking fund for this series provides for the redemption on
     ...................... in each year beginning with the year ............. and
ending with the year ............ of [not less than] [currency]..............
[(“mandatory sinking fund”) and not more than [currency]..............]
aggregate principal amount of Securities of this series. [Securities of this
series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking
fund payments otherwise required to be made — in the inverse order in which
they become due.]



     In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.



     [If the Security is not subject to redemption, — This Security is not
redeemable prior to Stated Maturity [except as permitted under Section 1108
(“Optional Redemption Due to Changes in Tax Treatment”)].]



     [If the Security is not an Original Issue Discount Security, — If an Event
of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]



19







 


     [If the Security is an Original Issue Discount Security, — If an Event of
Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to — insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company’s obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]



     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company or the Guarantor, or both, with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed or
provided for herein.



     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this


20







 




Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.



     The Securities of this series are issuable only in registered form without
coupons in denominations of [currency]........... and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes (subject to Section 307 of the
Indenture), whether or not this Security be overdue, and neither the Company,
the Guarantor, the Trustee nor any such agent shall be affected by notice to
the contrary.



     The Indenture provides that the Company and the Guarantor, at the
Guarantor’s option, (a) will be discharged from any and all obligations in
respect of the Securities (except for certain obligations to register the
transfer or exchange of Securities, replace stolen, lost or mutilated
Securities, maintain paying agencies and hold moneys for payment in trust) or
(b) need not comply with certain restrictive covenants of the Indenture, in
each case if the Company or the Guarantor deposits, in trust, with the Trustee
money or U.S. Government Obligations which, through the payment of interest
thereon and principal thereof in accordance with their terms, will provide
money, in an amount sufficient to pay all the principal (including any
mandatory sinking fund payments) of, and premium, if any, and interest on, the
Securities on the dates such payments are due in accordance with the terms of
such Securities and Guarantee, and certain other conditions are satisfied.



     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



21







 



Section 204. Form of Trustee’s Certificate of Authentication.



     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.





	 	 	 
	 	 	
JPMorgan Chase Bank,

as Trustee
 
	 	 	
By
	 	 	
Authorized Officer




Section 205. Text of Guarantee



     The text of the Guarantee shall be endorsed on each series of the
Securities in substantially the form set forth below. When Securities of a
series on which the text of the Guarantee is endorsed is executed,
authenticated and delivered pursuant to the provisions of Section 303 hereof,
the Guarantee shall bind the Guarantor with respect to such Securities
notwithstanding the fact that such text of the Guarantee does not bear the
signature of the Guarantor.




TEXT OF THE GUARANTEE OF TOTAL S.A.



     For value received, Total S.A., a société anonyme duly organized and
existing under the laws of the Republic of France (herein called the
“Guarantor”, which term includes any successor corporation under the Indenture
referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally guarantees to
the Holder of the Security upon which this Guarantee is endorsed and to the
Trustee referred to in such Indenture due and prompt payment of the principal
of (and premium, if any) and interest (including additional amounts) on such
Security and the due and prompt payment of the sinking fund payments provided
for therein, when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of Total Capital, a société anonyme duly
organized and existing under the laws of the Republic of France (herein called
the “Company”, which term includes any successor corporation under such
Indenture) punctually to make any such principal, premium, interest (including
additional amounts) or sinking fund payment, the Guarantor hereby agrees to
cause any such payment to be made promptly when and as the same shall become
due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, and as if such payment were
made by the Company.



     The Guarantor hereby further agrees, subject to the limitations and
exceptions set forth below, that if any deduction or withholding for any
present or future taxes, assessments or other governmental charges of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) in which the Guarantor is incorporated, shall at any time be required
by such jurisdiction (or any such political subdivision or taxing authority
thereof or therein) in respect of any amounts to be paid by the Guarantor


22







 




under
this Guarantee, the Guarantor will pay to the Holder of a Security of such
series such additional amounts as may be necessary in order that the net
amounts paid to such Holder of such Security, after such deduction or
withholding, shall be not less than the amounts specified in such Security to
which such Holder is otherwise entitled; provided, however, that the Guarantor
shall not be required to make any payment of additional amounts (1) in respect
of the Securities in a series if the Officer’s Certificate of the Company
setting forth the terms of such Securities in accordance with Section 301 of
the Indenture does not oblige the Company to pay Additional Amounts pursuant to
Section 1010 of the Indenture, or (2) for or on account of:



     (a)  any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) 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
or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;



     (b)  any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;



     (c)  any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments of (or in respect of) principal of,
or any interest on, the Securities of such series;



     (d)  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
Security of such series (i) to provide information concerning the nationality,
residence or identity of the Holder or such beneficial owner or (ii) to make
any declaration or other similar claim or satisfy any information or reporting
requirements, which, in the case of (i) or (ii), is required or imposed by a
statute, treaty, regulation or administrative practice of the taxing
jurisdiction as a precondition to exemption from all or part of such tax,
assessment or other governmental charge;



     (e)  any tax, assessment or other governmental charge which such Holder
would have been able to avoid by presenting such Security to another Paying
Agent;



     (f)  any tax, assessment or other governmental charge which is imposed on a
payment pursuant to any European Union Directive on the taxation of savings
implementing the conclusions reached by the ECOFIN Council, or any law
implementing or complying with, or introduced in order to conform to, such
directive;



23







 


     or (g) any combination of items (a), (b), (c), (d), (e) and (f) above; nor
shall additional amounts be paid with respect to any payment of the principal
of, or any interest on, any Security of such series to any Holder who is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts
had it been the Holder of such Security.



     The foregoing provisions shall apply mutatis mutandis to any withholding
or deduction in respect of any amount to be paid by the Guarantor of principal
of or interest on a Security of any series (i) for or on account of any present
or future taxes, assessments or governmental charges of whatever nature of any
jurisdiction in which any successor to the Guarantor is organized, or any
political subdivision or taxing authority thereof or therein; or (ii) if
another Person merges into or transfers its assets to the Guarantor pursuant to
Section 801, for or on account of any taxes, assessments or governmental
charges levied by the jurisdiction in which such other Person is organized, or
by any political subdivision or taxing authority thereof, as a result of (x)
the Guarantor’s being treated as engaged in a trade or business, or having a
permanent establishment, in such jurisdiction and (y) the payment of principal
or interest being allocable or attributable to such trade or business or
permanent establishment.



     The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any
failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Company with respect thereto,
by the Holder of such Security or such Trustee, or any other circumstance which
may otherwise constitute a legal or equitable discharge of a surety or
guarantor; provided, however, that, notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of the Guarantor,
increase the principal amount of such Security or the interest rate thereon or
increase any premium payable upon redemption thereof. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to such
Security or the indebtedness evidenced thereby or with respect to any sinking
fund payment required under such Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of (and premium, if any) and interest on such Security. This
is a guarantee of payment and not of collection.



     The Guarantor shall be subrogated to all rights of the Holder of such
Security against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant to the provisions of this Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such


24







 




right of subrogation until the principal of
(and premium, if any) and interest on all Securities of the same series issued
under such Indenture shall have been paid in full.



     No reference herein to such Indenture and no provision of this Guarantee
or of such indenture shall alter or impair the guarantee of the Guarantor,
which is absolute and unconditional, of the due and punctual payment of the
principal of (and premium, if any) and interest on the Security upon which this
Guarantee is endorsed at the times, place and rate, and in the cash or currency
prescribed therein.



     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Security shall have been manually
executed by or on behalf of the Trustee under such Indenture.



     All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.




Section 206. Form of Legend for Global Securities.



     Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form or such other form as may be
determined pursuant to Section 201:



     “This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Global Security is exchangeable for Securities registered
in the name of a Person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary) may be registered except in
such limited circumstances.”




ARTICLE THREE

THE SECURITIES




Section 301. Amount Unlimited; Issuable in Series.



     The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.



     The Securities may be issued outside France in one or more series. There
shall be established by or pursuant to a Board Resolution of the Company and
set forth in (or determined in the manner set forth in) an Officer’s
Certificate of the Company, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,





		
	 	     (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other
series);



25







 





		
	 	     (2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1107);
	 
	 	     (3) the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest;
	 
	 	     (4) the date or dates on which the principal of the Securities of
the series is payable;
	 
	 	     (5) the rate or rates at which the Securities of the series shall
bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be
payable and the Regular Record Date for the interest payable on any
Interest Payment Date;
	 
	 	     (6) the place or places where the principal of (and premium, if any)
and interest on Securities of the series shall be payable;
	 
	 	     (7) if applicable, the period or periods within which, the price or
prices at which and the terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the
Company;
	 
	 	     (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions
upon which Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;
	 
	 	     (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be
issuable;
	 
	 	     (10) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
502;
	 
	 	     (11) if other than such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public
or private debts, the coin or currency (including any composite currency)
in which payment of the principal of (and premium, if any) and interest
on the Securities of the series shall be denominated or payable and the
manner of determining the equivalent thereof in the currency of the
United States of America for the purposes of the definition of
“Outstanding” in Section 101;



26







 





		
	 	     (12) if the principal of (and premium, if any) or interest on the
Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a coin or currency (including any
composite currency) other than that in which the Securities are stated to
be payable, the period or periods within which, and the terms and
condition upon which, such election may be made;
	 
	 	     (13) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to
be the principal amount of such Securities as of any such date for any
purpose thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other than the Stated
Maturity or which shall be deemed to be Outstanding as of any date prior
to the Stated Maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be determined);
	 
	 	     (14) if the amounts of payments of principal of (and premium, if
any) or interest on the Securities of the series may be determined with
reference to an index, the manner in which such amounts shall be
determined;
	 
	 	     (15) whether the Securities of the series shall be issued in whole
or in part in the form of one or more Global Securities and, if so, the
Depositary for such Global Security or Securities;
	 
	 	     (16) any addition to or change in the Events of Default which
applies to any Securities of the series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section 502;
	 
	 	     (17) with respect to such series of Securities, the “Stated
Intervals” and the “Record Date” for purposes of Section 312(a) (in the
case of non-interest bearing Securities) and 316(c), respectively, of the
Trust Indenture Act;
	 
	 	     (18) if additional amounts pursuant to Section 1010 will not be
payable by the Company; and
	 
	 	     (19) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).



     All Securities of any one series shall be substantially identical except
as to denomination and number and except as may otherwise be provided in or
pursuant to such Board Resolutions and set forth (or determined in the manner
provided) in such Officer’s Certificates or in any such indenture supplemental
hereto.



     If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company or the Guarantor, a copy of an appropriate
record of such action shall be certified by the general counsel, a deputy
general counsel, the


27







 




secretary or assistant secretary of the Company or the
Guarantor, as the case may be, and delivered to the Trustee at or prior to the
delivery of the Officer’s Certificate setting forth the terms of the series.



     Notwithstanding Section 301(2) herein and unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount
of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.




Section 302. Denominations.



     The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
301. In the absence of any such provisions with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.




Section 303. Execution, Authentication, Delivery and Dating.



     The Securities shall be executed on behalf of the Company by one or more
of its directors, or any other Persons, as required, duly authorized thereof
pursuant to Board Resolution and attested by its general counsel, a deputy
general counsel, its secretary or one of its assistant secretaries. The
signature of any of such director or Person on the Securities may be manual or
facsimile.



     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper directors or other authorized persons of the
Company shall bind the Company , notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such
Securities. The Guarantee, by the endorsement of its text on any Securities
authenticated and delivered by the Trustee, shall bind the Guarantor with
respect to such Securities notwithstanding that the individuals who were at the
time of the execution of the Guarantee proper officers of the Guarantor and
whose manual or facsimile signatures are borne thereon have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.



     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company (having endorsed thereon the text of the Guarantee) to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series or the Guarantee, the text of which is endorsed
thereon, have been established by or pursuant to one or more Board Resolutions
as permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to


28







 




such Securities, the Trustee shall be entitled to receive, and (subject to 601)
shall be fully protected in relying upon, an Opinion of Counsel stating,





		
	 	     (a) if the form of such Securities or Guarantee has been established
by or pursuant to Board Resolution as permitted by Section 201, that such
form has been established in conformity with the provisions of this
Indenture;
	 
	 	     (b) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 301, that such terms
have been established in conformity with the provisions of this
Indenture;
	 
	 	     (c) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity
principles; and
	 
	 	     (d) that the Guarantee, when the Securities upon which the text of
the Guarantee shall have been endorsed, shall have been authenticated and
delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute a valid and legally binding obligation of the Guarantor
enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights
and to general equity principles.



If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities or this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.



     Each Security shall be dated the date of its authentication.



     No Security or the Guarantee as endorsed thereon shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and that such Security and the Guarantee as endorsed
thereon is entitled to the benefits of this Indenture.




Section 304. Temporary Securities.



     Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities substantially of the tenor of the definitive
Securities in lieu of which they are


29







 




issued, and having endorsed thereon the
text of the Guarantee, which Securities and text of the Guarantee may be
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, all as evidenced by such execution.



     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series of authorized denominations and of a like
aggregate principal amount and tenor, having endorsed thereon the text of the
Guarantee. Until so exchanged the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.




Section 305. Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office being herein
sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is
hereby appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided.



     Upon surrender for registration of transfer of any Security of any series
at the office or agency in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the
same series, of any authorized denominations and of a like aggregate principal
amount and tenor, each such Security having endorsed thereon the text of the
Guarantee.



     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor, each such Security having endorsed
thereon the text of the Guarantee, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.



     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company and the Guarantor,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.



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     Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.



     The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.



     Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.



     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any Global Security shall be exchangeable pursuant
to this Section 305 for Securities registered in the names of Persons other
than the Depositary for such series or its nominee if, but only if, (i) such
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such series or at any time ceases to be a clearing agency
registered as such under the Exchange Act, as amended, and the Company and/or
the Guarantor notify the Trustee that they are unable to locate a qualified
successor Depositary, (ii) the Company and/or the Guarantor executes and
delivers to the Trustee a Company Order that such Global Security shall be so
exchangeable, or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series and beneficial owners of
the Securities evidencing not less than 50% of the aggregate unpaid principal
amount of the Securities of such series advise the Trustee and the Depositary
through participants in writing that the continuation of a book-entry system is
no longer in the best interests of the beneficial owners of the Securities of
such series. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Securities registered in such
names as such Depositary shall direct.



     Notwithstanding any other provision of this Indenture (except the
immediately preceding paragraph), a Global Security may not be transferred
except as a whole by the Depositary for such Global Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary.



31







 



Section 306. Mutilated, Destroyed, Lost and Stolen Securities.



     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount, having
endorsed thereon the text of the Guarantee, and bearing a number not
contemporaneously Outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount, having endorsed thereon the text of the Guarantee, and bearing a number
not contemporaneously Outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security upon compliance with the
foregoing conditions.



     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.



     Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company and the Guarantor, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.



     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 Securities.




Section 307. Payment of Interest; Interest Rights Preserved.



     Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.



     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder
on the relevant Regular


32







 




Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:





		
	 	     (1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security or such series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first class postage prepaid,
to each Holder of Securities of such series at his address as it appears
in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following Clause (2).
	 
	 	     (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may
be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.



     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.




Section 308. Persons Deemed Owners.



     Prior to due presentment of a Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee


33







 




may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of (and premium, if any) and (subject to Section 307) interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Guarantor, the Trustee nor any agent of the
Company, the Guarantor or the Trustee shall be affected by notice to the
contrary.



     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Guarantor, the Trustee, and any agent of the Company, the Guarantor or the
Trustee as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall impair, as between a
Depositary and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary as Holder of
any Security.



     None of the Company, the Guarantor, the Trustee or any agent of the
Company, the Guarantor or the Trustee shall have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.




Section 309. Cancellation.



     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company or the Guarantor may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or the Guarantor may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with its customary procedures or as directed by a
Company Order.




Section 310. Computation of Interest.



     Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



     Section 311. Payment to Be in Proper Currency; Conversion of Judgment Currency



     (a)  In the case of the Securities of any series denominated in any
currency or in a composite currency (the “Required Currency”), except as
otherwise specified with


34







 




respect to such Securities as contemplated by Section
301, the obligation of the Company or the Guarantor to make any payment of the
principal thereof, or the premium or interest thereon, shall not be discharged
or satisfied by any tender by the Company, or recovery by the Trustee, in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the Trustee timely holding the full amount
of the Required Currency then due and payable. If any such tender or recovery
is in a currency other than the Required Currency, the Trustee may take such
actions as it considers appropriate to exchange such currency for the Required
Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by
the Company and the Guarantor, the Company and the Guarantor shall remain
liable for any shortfall or delinquency in the full amount of Required Currency
then due and payable, and in no circumstances shall the Trustee be liable
therefor except in the case of its negligence or willful misconduct.



     (b)  The Company and the Guarantor each agrees further that, to the fullest
extent that it may effectively do so under applicable law, (x) if for the
purpose of obtaining judgment in any court it is necessary for the Trustee to
convert the sum due in respect of the principal of, or premium or interest, if
any, on the Securities of any series from the Required Currency into a currency
in which a judgment will be rendered (the “Judgment Currency”), the rate of
exchange used shall be the rate at which, in accordance with normal banking
procedures, the Trustee could purchase the Required Currency with the Judgment
Currency and (y) its obligations under this Indenture to make payments in the
Required Currency shall not he discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (x)) in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments.




ARTICLE FOUR

SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when





		
	 	     (1) either




		
	 	     (A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section
306 and (ii) Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the
Company or the Guarantor and 



35







 




		
	 	thereafter repaid to the Company or
the Guarantor or discharged from such trust, as provided in
Section 1006) have been delivered to the Trustee for cancellation;
or
	 
	 	     (B) all such Securities not theretofore delivered to the
Trustee for cancellation





		
	 	     (i) have become due and payable, or
	 
	 	     (ii) will become due and payable at their Stated
Maturity within one year, or
	 
	 	     (iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,




		
	 	and the Company or the Guarantor, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest to
the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;





		
	 	     (2) the Company or the Guarantor has paid or caused to be paid all
other sums payable hereunder by the Company; and
	 
	 	     (3) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge
of this Indenture have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company and the Guarantor to the Trustee under Section 607,
the obligations of the Company and the Guarantor to any Authenticating Agent
under Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1006 shall survive.




Section 402. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 1006, all money
and the proceeds of any U.S. Government Obligations deposited with the Trustee
pursuant to Section 401 or 403 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company or
the Guarantor acting as Paying Agent) as


36







 




the Trustee may determine, of the
principal (and premium, if any) and interest to the Holders of the series of
Securities for the payment in respect of which such money has been deposited
with the Trustee.



     The Company or the Guarantor shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 403 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 Outstanding Securities. The
obligations of the Company and the Guarantor pursuant to this paragraph shall
be joint and several.



     Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company or the Guarantor from time to time upon
Company Request any money or U.S. Government Obligations held by it as provided
in Section 403 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect the Discharge or Covenant Defeasance, as the
case may be, with respect to such Securities.




Section 403. Defeasance Upon Deposit of Moneys or U.S. Government Obligations.



     At the Guarantor’s option, either (a) the Company and the Guarantor shall
each be deemed to have been Discharged (as defined below) from its respective
obligations with respect to any series of Securities on the 91st day after the
applicable conditions set forth below have been satisfied or (b) the Company
and the Guarantor shall cease to be under any obligation to comply with any
term, provision or condition set forth in Sections 801 or 802 or any covenant
set forth in any indenture supplemental to this Indenture or otherwise
established pursuant to Section 301, and noncompliance with such Sections or
covenants shall not give rise to any Event of Default under Section 501(4) or
under Section 501(7) (“Covenant Defeasance”), with respect to any series of
Securities at any time after the applicable conditions set forth below have
been satisfied:





		
	 	     (1) the Company or the Guarantor shall have deposited or caused to
be deposited irrevocably with the Trustee or its agent as trust funds in
trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series (i) money in an
amount, or (ii) U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms
will provide, not later than the due date of any payment, money in an
amount, or (iii) a combination of (i) and (ii), sufficient, in the
opinion (with respect to (ii) and (iii)) of a nationally recognized firm
of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment
of principal (including mandatory sinking fund payments) of and interest
on, the outstanding Securities of such series on the dates such
installments of interest or principal are due or to and including the
Redemption Date irrevocably designated by the Guarantor pursuant to
subparagraph (5) hereof;



37







 







		
	 	     (2) if the Securities of such series are then listed on the New York
Stock Exchange, the Company or the Guarantor shall have delivered to the
Trustee an Opinion of Counsel to the effect that the exercise of the
option under this Section 403 would not cause such Securities to be
delisted;
	 
	 	     (3) no Event of Default or event which with notice or lapse of time
would become an Event of Default under Section 501(1), (2), (3), (5) or
(6) with respect to the Securities of such series shall have occurred and
be continuing on the date of such deposit;
	 
	 	     (4) the Company or the Guarantor shall have delivered to the Trustee
an Opinion of Counsel to the effect that holders of the Securities of
such series will not recognize income, gain or loss for U.S. Federal
income tax purposes as a result of the exercise of the option under this
Section 403 and will be subject to U.S. Federal income tax on the same
amount and in the same manner and at the same times as would have been the case
if such option had not been
exercised, and, in the case of Securities being Discharged, such opinion
shall be accompanied by a private letter ruling to that effect received
from the United States Internal Revenue Service or a revenue ruling
pertaining to a comparable form of transaction to that effect published
by the United States Internal Revenue Service;
	 
	 	     (5) if the Company or the Guarantor has deposited or caused to be
deposited money or U.S. Government Obligations to pay or discharge the
principal of (and premium, if any) and interest on the Outstanding
Securities of a series to and including a Redemption Date pursuant to
subparagraph (1) hereof, such Redemption Date shall be irrevocably
designated by a Board Resolution delivered to the Trustee on or prior to
the date of deposit of such money or U.S. Government Obligations and such
Board Resolution shall be accompanied by an irrevocable Company Request
that the Trustee give notice of such redemption in the name and at the
expense of the Company not less than 30 nor more than 60 days prior to
such Redemption Date in accordance with Section 1104; and
	 
	 	     (6) the Company or the Guarantor shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Discharge or Covenant
Defeasance have been complied with.



“Discharged” means that the Company and Guarantor shall be deemed to have paid
and discharged the entire indebtedness represented by, and obligations under,
the Securities of such series and the Guarantee as it relates thereto and to
have satisfied all the obligations under this Indenture relating to the
Securities of such series and the Guarantee as it relates thereto (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except (A) the rights of holders of Securities of such
series to receive, from the trust fund described in clause (1) above payment of
the principal of and the interest on such Securities when such payments are
due; (B) the Company’s or the Guarantor’s obligations, as the case may be, with
respect to such


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Securities under Sections 305, 306, 1002, 1005 and 1006; and
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.



Notwithstanding any Covenant Defeasance with respect to Sections 801 and
802, any corporation or Person that would otherwise have been required to
assume the obligations of the Company or the Guarantor pursuant to said
Sections shall be required, as a condition to any merger, consolidation,
amalgamation, transfer, conveyance or lease contemplated thereby, to assume the
obligations of the Company or the Guarantor, as the case may be, to the Trustee
under Sections 402 and 607.




ARTICLE FIVE

REMEDIES




Section 501. Events of Default.



     “Event of Default”, wherever used herein with respect to Securities of a
particular series, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):





		
	 	     (1) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default
for a period of 30 days; or
	 
	 	     (2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity; or
	 
	 	     (3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series, or
	 
	 	     (4) default in the performance, or breach, of any covenant or
warranty of the Company or the Guarantor in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered
or certified mail, to the Company and the Guarantor by the Trustee or to
the Company, the Guarantor and the Trustee by the Holders of at least 25%
in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder;
or
	 
	 	     (5) a default by the Company or the Guarantor in any single payment
exceeding U.S.$50,000,000 (or its equivalent in any other currency) in
respect of any Relevant Indebtedness or any loan, in each case having an
original maturity exceeding five years, contracted by the Company or the
Guarantor, as the case may be, for its general business purposes, so as
to accelerate the due date for such



39







 





		
	 	Relevant Indebtedness or loan; or if
any single amount exceeding U.S.$50,000,000 in respect of any such Relevant Indebtedness or loan is not paid at maturity as extended by any
applicable grace period; or if any guarantee or indemnity for a single
amount exceeding U.S.$50,000,000 in respect of any such Relevant
Indebtedness or loan is not honored when due and called upon within any
applicable grace period as originally provided, so as to accelerate the
due date for such Relevant Indebtedness or loan; or
	 
	 	     (6) the Company or the Guarantor applies for the appointment of a
conciliator (conciliateur) or enters into an amicable settlement (accord
amiable) with its creditors or is subject to a judgment ordering
liquidation proceedings (liquidation judiciaire) or the transfer of its
entire business (cession totale de l’entreprise), or is in state of
mandatory suspension of payments (cessation de paiements) or is made the
object of bankruptcy proceedings (procédure collective ou de faillite),
or takes any similar action or is subject to any similar proceedings
under any applicable bankruptcy, insolvency, reorganization or similar
law of the Company’s or the Guarantor’s jurisdiction of incorporation if
it is other than the Republic of France.
	 
	 	     (7) The Guarantee is not (or is claimed by the Guarantor not to be)
in full force or effect in respect of such Securities; or
	 
	 	     (8) any other Event of Default provided with respect to Securities
of that series.



     Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501, (i) with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established, which
record date shall be at the close of business on the day the Trustee receives
such Notice of Default, and (ii) with respect to any other series of
Securities, the Trustee may, but shall not be obligated to, establish a record
date, in each case for the purpose of determining Holders of Outstanding
Securities of such series entitled to join in such Notice of Default. If such
record date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such Notice of
Default, whether or not such Holders remain Holders after such record date;
provided, however, that unless Holders of at least the requisite principal
amount (which amount shall be 25% in the case of subclause (4) of this Section)
of the Outstanding Securities of such series, or their proxies, shall have
joined in such Notice of Default prior to the day which is 90 days after such
record date, such Notice of Default and the Act of Holders, or their proxies,
joining in such Notice of Default shall automatically and without further
action by any Holders be cancelled and of no effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, (i) after
expiration of such 90-day period, a new Notice of Default to the same effect as
that cancelled pursuant to the proviso to the preceding sentence, or (ii)
during any such 90-day period in respect of any Notice of Default with respect
to a prospective Event of Default with respect to Securities of such series, an
additional Notice of Default with respect to any other prospective Event of
Default (other than a prospective Event of Default as to which such a 90-day
period has not expired) with respect to Securities of


40







 




such series, in either of
which events a new record date shall or may, as the case may be, be established
pursuant to the provisions of this Section 501 in respect of such new or
additional Notice of Default.




Section 502. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding Securities of
that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company and the Guarantor (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.



     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company, the
Guarantor and the Trustee, may rescind and annul such declaration and its
consequences if





		
	 	     (1) the Company or the Guarantor has paid or deposited with the
Trustee a sum sufficient to pay




		
	 	     (A) all overdue interest on all Securities of that series,
	 
	 	     (B) the principal of (and premium, if any, on) any Securities
of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or
rates prescribed therefor in such Securities,
	 
	 	     (C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and
	 
	 	     (D) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel;



     and





		
	 	     (2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.



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No such rescission shall affect any subsequent default or impair any right
consequent thereon.



     Upon receipt by the Trustee of any written notice declaring such an
acceleration, or rescission and annulment thereof, (i) with respect to
Securities of a series all or part of which is represented by a Global
Security, a record date shall be established, which record date shall be at the
close of business on the day the Trustee receives such notice, and (ii) with
respect to any other series of Securities, the Trustee may, but shall not be obligated to, establish a record date, in each case for the purpose of
determining Holders of Outstanding Securities of such series entitled to join
in such notice. If such record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
join in such notice, whether or not such Holders remain Holders after such
record date; provided, however, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the
day which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, and the Act of
Holders, or their proxies, joining in such notice shall automatically and
without further action by any Holders be cancelled and of no effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, of Securities of
any series from giving, (i) after expiration of such 90-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, to the same effect as that cancelled pursuant to
the proviso to the preceding sentence, or (ii) during any such 90-day period in
respect of any written notice of declaration of acceleration or rescission and
annulment thereof, as the case may be, with respect to any Event of Default
with respect to Securities of such series, an additional written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, with respect to any other Event of Default (other than an Event of
Default as to which such a 90-day period has not expired) with respect to
Securities of such series, in either of which events a new record date shall or
may, as the case may be, be established pursuant to the provisions of this
Section 502 in respect of such new or additional written notice.




Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.



     The Company covenants that if





		
	 	     (1) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for
a period of 30 days, or
	 
	 	     (2) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof,



the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on


42







 




any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto,
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.



     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same against
the Company, the Guarantor or any other obligor upon such Securities and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company, the Guarantor or any other obligor upon
such Securities, wherever situated.



     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.




Section 504. Trustee May File Proofs of Claim.



     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Company, the Guarantor or any other
obligor upon the Securities or the property of the Company, the Guarantor or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company or the Guarantor for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized,





		
	 	     (i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the
Securities in accordance with the terms thereof and to file such 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 of the Holders allowed in such judicial
proceeding, and
	 
	 	     (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;



43







 



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official 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 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 607.



     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 Securities or the
rights of any Holder thereof or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.




Section 505. Trustee May Enforce Claims Without Possession of Securities.



     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.




Section 506. Application of Money Collected.



     Any money or property collected by the Trustee pursuant to this Article or
otherwise distributable pursuant to the Company’s or Guarantor’s obligations
hereunder shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:





		
	 	     FIRST: To the payment of all amounts due the Trustee (including any
predecessor Trustee) under Section 607; and
	 
	 	     SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on the Securities in
respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, respectively.




Section 507. Limitation on Suits.



     No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

44







 






		
	 	     (1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that
series;
	 
	 	     (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;
	 
	 	     (3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;
	 
	 	     (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and
	 
	 	     (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that
series;



it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.



Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.



     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.




Section 509. Restoration of Rights and Remedies.



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



45







 



Section 510. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.




Section 511. Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.




Section 512. Control by Holders.



     The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that





		
	 	     (1) such direction shall not be in conflict with any rule of law or
with this Indenture,
	 
	 	     (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and
	 
	 	     (3) subject to the provisions of Section 601, the Trustee shall have
the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee,
determine that the proceeding so directed would involve the Trustee in
personal liability.



     Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, (i) with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established, which
record date shall be at the close of business on the day the Trustee receives
such notice, and (ii) with respect to any other series of Securities, the
Trustee may, but shall not be obligated to, establish a record date, in each
case for the purpose of determining Holders of Outstanding Securities of such
series entitled to join in such notice. If such record date is fixed, the
Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date;


46







 




 provided, however, that unless the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall have joined in such notice prior to the date
which is 90 days after such record date, such notice and the Act of Holders, or
their proxies, joining in such notice shall automatically and without further
action by any Holders be cancelled and of no effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, (i) after
expiration of such 90-day period, a new notice to the same effect as that
cancelled pursuant to the proviso to the preceding sentence, or (ii) during any
such 90-day period in respect of any notice, a new notice giving directions
contrary to or otherwise different from such notice in either of which
events a new record date shall or may, as the case may be, be established
pursuant to the provisions of this Section 512 in respect of such new notice.




Section 513. Waiver of Past Defaults.



     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default





		
	 	     (1) in the payment of the principal and (or premium, if any) or
interest on any Security of such series, or
	 
	 	     (2) in respect of covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.



     With respect to any series of Securities, the Company may, but shall not
be obligated to, establish a record date for the purpose of determining the
Persons entitled to waive any past default hereunder. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to waive any default hereunder, whether or
not such Holders remain Holders after such record date; provided, however, that
unless such Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall have waived such default prior to
the date which is 90 days after such record date, any such waiver previously
given shall automatically and without further action by any Holder be cancelled
and of no effect.



     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 514. Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, 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,
suffered or omitted by it as Trustee, the


47







 




 filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, in the manner and to the extent
provided in the Trust Indenture Act; provided that this Section shall not be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company, the Guarantor or the Trustee.




Section 515. Waiver of Stay or Extension Laws.



     The Company and the Guarantor each covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
and the Guarantor each (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not 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 had been enacted.




ARTICLE SIX

THE TRUSTEE




Section 601. Certain Duties and Responsibilities.



(a)  Except during the continuance of an Event of Default,



     (1)  the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in the Indenture, 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; but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).



(b)  In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.



(c)  No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that

48







 




          (1) this Subsection shall not be construed to limit the effect of
Subsection (a) or (d) of this Section;



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



          (3) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of any
series, determined as provided in Sections 101, 104 and 512, in relation to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series.



(d)  no provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk of liability is not reasonably assured
to it.



(e)  whether or not therein expressly so provided, every provision of this
indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provision of this section.




Section 602. Notice of Defaults.



     Within 90 days after the occurrence known to the Trustee of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of all such defaults
hereunder, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities
of such series; and provided, further, that, in the case of any default of the
character specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.




Section 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:

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	 	     (a) the Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
	 
	 	     (b) any request or direction of the Company or the Guarantor
mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order and any resolution of the Board of Directors of the Company
or the Guarantor shall be sufficiently evidenced by a Board Resolution;
	 
	 	     (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, conclusively rely upon an Officer’s Certificate;
	 
	 	     (d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;
	 
	 	     (e) the Trustee shall 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 pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;
	 
	 	     (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the relevant books,
records and premises of the Company and the Guarantor, personally or by
agent or attorney;
	 
	 	     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care
by it hereunder;
	 
	 	     (h) the Trustee shall not be liable for any action taken, suffered,
or omitted to be taken by it in good faith and reasonably believed by it
to be 



50







 





		
	 	authorized or within the discretion or rights or powers conferred
upon it by this Indenture;
	 
	 	     (i) the Trustee shall not be deemed to have notice of any default
(within the meaning of such term as defined in Section 602) or Event of
Default with respect to the Securities of any series unless a Responsible
Officer of the Trustee receives at the Corporate Trust Office a written
notice of such default or Event of Default, as the case may be, from the Company or any Holder
of such Securities and such notice references such Securities and this
Indenture; and
	 
	 	     (j) the rights, privileges, protections, immunities and benefits
herein given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder.




Section 604. Not Responsible for Recitals or Issuance of Securities.



     The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company
or the Guarantor, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.




Section 605. May Hold Securities.



     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or the Guarantor, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 608 and 613, may otherwise deal with the Company and the
Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.




Section 606. Money Held in Trust.



     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed with the Company or the Guarantor, as the case may be.




Section 607. Compensation and Reimbursement.



     The Company and the Guarantor agree





		
	 	     (1) To pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not
be limited



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	 	by any provision of law in regard to the compensation of a
trustee of an express trust);
	 
	 	     (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and
	 
	 	     (3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties
hereunder.



     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (and premium, if any) or interest on
particular Securities.



     The obligations of the Company and the Guarantor under this Section shall
be joint and several.



     The provisions of this Section shall survive the resignation or removal of
the Trustee and the satisfaction and discharge of this Indenture and the
termination for any reason of the Indenture.




Section 608. Disqualification; Conflicting Interests.



     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall, as soon as practicable
and in any event within 90 days after ascertaining that it has such conflicting
interest, and if the Event of Default (as defined in Section 501 hereof) to
which such conflicting interest relates has not been cured or duly waived or
otherwise eliminated before the end of such 90-day period, either eliminate
such conflicting interest or resign to the extent and in the manner provided
by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such Act, the Trustee shall not be
deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series or by virtue of
being a trustee under this Indenture and under any indenture listed in Schedule
608 hereto.




Section 609. Corporate Trustee Required; Eligibility.



     There shall at all times be one and only one Trustee hereunder with
respect to the Securities of each series, which may be a Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust


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Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal or state authority. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section and
to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any
time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.




Section 610. Resignation and Removal; Appointment of Successor.



     (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.



     (b)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.



     (c)  In accordance with the requirements of Section 315(e) of the Trust
Indenture Act, the Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company and the Guarantor.



     (d)  If at any time:





		
	 	     (1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or the Guarantor or by any Holder who has
been a bona fide Holder of a Security for at least six months, or
	 
	 	     (2) the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Company or the
Guarantor or by any such Holder, or
	 
	 	     (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,



then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, subject to the requirements of


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the Trust Indenture Act on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.



     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the Guarantor and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.



     (f)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.




Section 611. Acceptance of Appointment by Successor.



     (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, the Guarantor and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company, the Guarantor or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all


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property and money held by such retiring Trustee
hereunder, subject nevertheless to its lien provided for in Section 607.



     (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest
in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees cotrustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company and the Guarantor or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, subject nevertheless,
to its lien provided for in Section 607.



     (c)  Upon request of any such successor Trustee, the Company and the
Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.



     (d)  No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
the requirements of the Trust Indenture Act.




Section 612. Merger, Consolidation or Succession to Business.



     Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder,


55







 




 provided such corporation shall be
otherwise qualified under the requirements of the Trust Indenture Act and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.




Section 613. Preferential Collection of Claims Against Company.



     If and when the Trustee shall be or become a creditor of the Company, the
Guarantor or any other obligor upon the Securities, the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company, the Guarantor or other such obligor.




Section 614. Co-trustees and Separate Trustees.



     At any time or times, for the purpose of meeting the legal requirements of
any applicable jurisdiction, the Company and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of at
least 33% in principal amount of the Securities then Outstanding, the Company
shall for such purpose join with the Trustee in the execution and delivery of
all instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, or to act as separate trustee, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons, in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If
the Company does not join in such appointment within 15 days after the receipt
by it of a request so to do, or if an Event of Default shall have occurred and
be continuing, the Trustee alone shall have power to make such appointment.



     Should any written instrument or instruments from the Company reasonably
be required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on written request, be executed,
acknowledged and delivered by the Company.



     Every co-trustee or separate trustee shall, except as prohibited by
applicable law, be appointed subject to the following conditions:



     (a)  the Securities shall be authenticated and delivered, and all rights,
powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely, by
the Trustee;



     (b)  the rights, powers, duties and obligations hereby conferred or imposed
upon the Trustee in respect of any property covered by such appointment shall
be conferred or imposed upon and exercised or performed either by the
Trustee or by the



56







 




Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;



     (c)  the Trustee at any time, by an instrument in writing executed by it,
with the written concurrence of the Company, may accept the resignation of or
remove any co-trustee or separate trustee appointed under this Section, and, if
an Event of Default shall have occurred and is continuing, the Trustee shall
have power to accept the resignation of, or remove, any such co-trustee or
separate trustee without the concurrence of the Company. Upon the written
request of the Trustee, the Company shall join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to
effectuate such resignation or removal, the Company’s joining not to be
unreasonably withheld. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section;



     (d)  except as otherwise indicated in the instrument of appointment, no
co-trustee or separate trustee hereunder shall be personally liable by reason
of any act or omission of the Trustee, or any other such trustee hereunder;
and, except as otherwise indicated in the instrument of appointment and in any
event subject to Section 601 hereof, the Trustee shall not be personally liable
by reason of any act or omission of any other such trustee hereunder that has
been approved with due care by the Trustee; and



     (e)  any Act of Holders delivered to the Trustee shall be deemed to have
been delivered to each such co-trustee and separate trustee.




Section 615. Appointment of Authenticating Agent.



     At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any state thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to


57







 




law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.



     The Company and the Guarantor agree to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section.



     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternate
certificate of authentication in the following form:



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     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	JPMorgan Chase Bank,

As Trustee
 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	As Authenticating Agent
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	Authorized Signatory




ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR




	 	 	 
	Section 701.	 	
Company and Guarantor to Furnish Trustee Names and Addresses of Holders



     The Company will furnish or cause to be furnished to the Trustee





		
	 	     (a) semi-annually, not more than 15 days after each Regular Record
Date for any series of Securities at the time Outstanding (or after each
of the dates to be specified for such purpose for non-interest bearing
Securities as contemplated by Section 301), a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders
of Securities of such series as of such Regular Record Date, and
	 
	 	     (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company or the Guarantor of any
such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished;



excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.



Section 702. Preservation of Information; Communications to Holders.



     (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.



     (b)  The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.



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     (c)  Every Holder of Securities, by receiving and holding the same, agrees
with the Company, the Guarantor and the Trustee that neither the Company nor
the Guarantor nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to the names and
addresses of the Holders made pursuant to the Trust Indenture Act.




Section 703. Reports by Trustee.



     (a)  The Trustee shall, within 60 days after each January 15 following the
date of this Indenture, transmit annually by mail to all Holders, as their
names and addresses appear in the Security Register, a brief report with
respect to any of the following events which may have occurred within the previous 12 months (but if no such
event has occurred within such period, no such report need be transmitted):





		
	 	     (1) any change to its eligibility under Section 609 and its
qualifications under Section 608;
	 
	 	     (2) the creation of or any material change to a relationship
specified in Section 3l0(b)(l) through Section 3l0(b)(l0) of the Trust
Indenture Act;
	 
	 	     (3) the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such
report, and for the reimbursement of which it claims or may claim a lien
or charge, prior to that of the Securities, on any property or funds held
or collected by it as Trustee, except that the Trustee shall not be
required (but may elect) to report such advances to the Holders of
Securities of any series if such advances so remaining unpaid aggregate
not more than 1/2 of 1% of the principal amount of the Securities of
such series Outstanding on the date of such report;
	 
	 	     (4) any change to the amount, interest rate and maturity date of all
other indebtedness owing by the Company or the Guarantor (or by any other
obligor on the Securities) to the Trustee in its individual capacity, on
the date of such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a
creditor relationship arising in any manner described in Section 311(b)
(2), (3), (4) or (6) of the Trust Indenture Act;
	 
	 	     (5) any change to the property and funds, if any, physically in the
possession of the Trustee as such on the date of such report;
	 
	 	     (6) any additional issue of Securities which the Trustee has not
previously reported; and
	 
	 	     (7) any action taken by the Trustee in the performance of its duties
hereunder which it has not previously reported and which in its opinion
materially affects the Securities, except action in respect of a default,
notice of which has been or is to be withheld by the Trustee in
accordance with Section 602.



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     (b)  The Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of
this Section (or if no such report has yet been so transmitted, since the date
of execution of this instrument) for the reimbursement of which it claims or
may claim a lien or charge, prior to that of the Securities, on property or
funds held or collected by it as Trustee and which it has not previously
reported pursuant to this Subsection, except that the Trustee shall not be
required (but may elect) to report such advances to the Holders of Securities
of any series if such advances remaining unpaid at any time aggregate 10% or
less of the principal amount of the Securities of such series Outstanding at such time, such report to be
transmitted within 90 days after such time.



     (c)  A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company and the
Guarantor. The Company will notify the Trustee when any Securities are listed
on any stock exchange.




Section 704. Reports by Company and Guarantor.



     The Company and the Guarantor shall:





		
	 	     (1) file with the Trustee, within 15 days after the Company or the
Guarantor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company or the Guarantor may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company or the Guarantor is not required to
file information, documents or reports pursuant to either of said
Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the Exchange
Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;
	 
	 	     (2) file with the Trustee and the Commission, such information,
documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the
manner provided in such Act; and
	 
	 	     (3) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company or the Guarantor, as the case
may be, pursuant to 



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	 	paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates).




ARTICLE EIGHT

CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE; SUBSTITUTION




Section 801. Company or Guarantor May Consolidate, Etc., Only on Certain Terms.



     Neither the Company nor the Guarantor shall consolidate with or amalgamate
with or merge into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, and neither
the Company nor the Guarantor shall permit any Person to consolidate or
amalgamate with or merge into it nor shall the Company permit any Person to
convey, transfer or lease its properties and assets substantially as an
entirety to the Company, unless:





		
	 	     (1) in case the Company or the Guarantor, as the case may be, shall
consolidate or amalgamate with or merge into another corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, the corporation formed by such consolidation or
amalgamation or into which the Company or the Guarantor, as the case may
be, is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company or the Guarantor,
as the case may be, substantially as an entirety shall be a corporation
organized and validly existing under the laws of the applicable
jurisdiction, and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, in the case of the Company, the due and punctual payment of
the principal of (and premium, if any) and interest on all the Securities
and the performance of every covenant of this Indenture on the part of
the Company to be performed or observed, and, in the case of the
Guarantor, the due and punctual performance of the Guarantee and the
performance of every covenant of this Indenture on the part of the
Guarantor to be performed or observed;
	 
	 	     (2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or the
Guarantor, as the case may be, or any of its Subsidiaries as a result of
such transaction as having been incurred by the Company or the Guarantor,
as the case may be, or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and be
continuing; and



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	 	     (3) the Company or the Guarantor, as the case may be, has delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that such consolidation, amalgamation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with
this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.




Section 802. Substitution of the Company on Certain Terms.



     The Guarantor or any Subsidiary of the Guarantor may assume the
obligations of the Company under any of the Securities, in whole or in part,
and the Company shall, with respect to such Securities, be relieved of all its
obligations and covenants under this Indenture and the Securities, provided
that:





		
	 	     (1) the Guarantor or such Subsidiary shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on all the Securities and
the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;
	 
	 	     (2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any of its
Subsidiaries as a result of such transaction as having been incurred by
the Company or such Subsidiary at the time of such transaction, no Event
of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing;
and
	 
	 	     (3) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such
substitution of the Company and, if a supplemental indenture is required
in connection with such transaction, such supplemental indenture,
complies with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.



     If the Guarantor assumes the obligations of the Company in respect of any
Securities and under this Indenture to the extent relating to such Securities,
in whole (but not in part), the Guarantee of the Guarantor with respect to such
Securities shall terminate without any requirement that any action be taken by
the Company, the Guarantor or the Trustee.




Section 803. Reserved.




Section 804. Successor Corporation Substituted.



     (a)  Notwithstanding the provisions of article L. 228-72 and L. 228-73 of
the French Commercial Code, upon any consolidation or amalgamation by the
Company or the Guarantor, as the case may be, with or merger by the Company or
the Guarantor, as


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the case may be, into any other corporation or any
conveyance, transfer or lease of the properties and assets of the Company or
the Guarantor, as the case may be, substantially as an entirety in accordance
with Section 801, the successor corporation formed by such consolidation or
amalgamation or into which the Company or the Guarantor, as the case may be, is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
or the Guarantor, as the case may be, under this Indenture with the same effect
as if such successor corporation had been named as the Company or the Guarantor, as
the case may be, herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities or the Guarantee, as the case may be.



     (b)  Upon any assumption pursuant to Section 802 by the Guarantor or any
Subsidiary of the Guarantor of obligations of the Company, the Guarantor or
such Subsidiary, as the case may be, shall, to the extent of such assumption,
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if the Guarantor or
such Subsidiary, as the case may be, had been named herein as the Company, and
thereafter the Company shall be relieved of all obligations and covenants under
this Indenture and the Securities, in each case to the extent of such
assumption.




ARTICLE NINE

SUPPLEMENTAL INDENTURES




Section 901. Supplemental Indentures Without Consent of Holders.



     Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Guarantor, when authorized by or pursuant to a Board
Resolution and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:





		
	 	     (1) to evidence the succession of another corporation, including as
substitute obligor, to the Company or the Guarantor and the assumption by
any such successor of the covenants of the Company or the Guarantor
herein and in the Securities or the Guarantee; or
	 
	 	     (2) to add to the covenants of the Company or of the Guarantor for
the benefit of the Holders of all or any series of Securities (and if
such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company or the Guarantor; or
	 
	 	     (3) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of
Securities, stating that such 



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	 	additional Events of Default are expressly
being included solely for the benefit of such series); or
	 
	 	     (4) to add any additional present, future or contingent payment
obligation of the Guarantor under the Guarantee or any future guarantee
for the benefit of the Holders of all or any series of Securities (and if
such additional payment obligations are to be for the benefit of less
than all series of Securities,
stating that such additional payment obligations are expressly being
included solely for the benefit of such series); or
	 
	 	     (5) to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to permit or
facilitate the issuance of Securities in uncertificated form; or
	 
	 	     (6) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided,
however, that any such addition, change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or
	 
	 	     (7) to establish the form or terms of Securities of any series or
the form of the Guarantee as permitted by Sections 201 and 301; or
	 
	 	     (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 611(b); or
	 
	 	     (9) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, provided, however, that such
action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.




Section 902. Supplemental Indentures with Consent of Holders.



     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company, when authorized by a Board Resolution,
the Guarantor, when authorized by or pursuant to a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture;


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provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,





		
	 	     (1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security
that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or
	 
	 	     (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or
	 
	 	     (3) modify any of the provisions of this Section, Section 513 or
Section 1009, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section and
Section 1009, or the deletion of this proviso, in accordance with the
requirements of Sections 611(b) and 901(8), or
	 
	 	     (4) change in any manner adverse to the interests of the Holders of
Securities the terms and conditions of the obligations of the Guarantor
in respect of the due and prompt payment of the principal thereof (and
premium, if any) and interest thereon or any sinking fund payments
provided in respect thereof.



     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.



     With respect to any series of Securities, the Company may, but shall not
be obligated to, establish a record date for the purpose of determining the
Persons entitled to consent to any indenture supplemental hereto. If a record
date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such
record date; provided, however, that unless such consent shall have become


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effective by virtue of the requisite percentage having been obtained prior to
the date which is 90 days after such record date, any such consent previously
given shall automatically and without further action by any Holder be cancelled
and of no effect.



     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.




Section 903. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.




Section 904. Effect of Supplemental Indentures.



     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.




Section 905. Conformity with Trust Indenture Act.



     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.




Section 906. Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company and the
Guarantor shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee, the Company and the Guarantor, to any
such supplemental Indenture may be prepared and executed by the Company, with
the text of the Guarantee endorsed thereon, and such Securities may be
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.



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ARTICLE TEN

PARTICULAR COVENANTS OF COMPANY AND GUARANTOR




Section 1001. Payment of Principal, Premium and Interest by Company.



     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.




Section 1002. Maintenance of Office or Agency by Company.



     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series 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 shall fail to maintain any such required office or agency or
shall fail 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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.



     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes or where such notices or demands may
be served and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each Place of
Payment for Securities of any series 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 1003. Reserved.




Section 1004. Reserved.




Section 1005. Maintenance of Office or Agency by Guarantor.



     The Guarantor will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment under the Guarantee and where notices and demands to
or upon the Guarantor in respect of the Guarantee of the Securities of that
series and this Indenture may be served. The Guarantor 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 Guarantor shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or


68







 




served at the Corporate Trust Office of the Trustee, and the Guarantor hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.



     The Guarantor may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for such purpose or where such notices or demands may be served
and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Guarantor of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Guarantor 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 1006. Money for Securities Payments to Be Held in Trust.



     If the Company or the Guarantor shall at any time act as Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:





		
	 	     (i) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent and
	 
	 	     (ii) during the continuance of any default by the Company (or any
other obligor on the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of
such series.



     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such


69







 




payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.



     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company or the Guarantor, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company or the Guarantor, as
the case may be, on Company Request, or (if then held by the Company or the
Guarantor) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
and the Guarantor 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 or the Guarantor as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company or the Guarantor, as the case may be.




Section 1007. Corporate Existence.



     Subject to Article Eight, the Company and the Guarantor will preserve and
keep in full force and effect their respective corporate existences.




Section 1008. Statement by Executive Officers as to Compliance.



     The Company and the Guarantor will each deliver to the Trustee, within 120
days after the end of each fiscal year of the Guarantor ending after the date
hereof, an Executive Officer’s Certificate (which need not comply with the
requirements of Section 102), stating whether or not to the best knowledge of
the signers thereof the Company or the Guarantor, as the case may be, has
complied with all conditions and covenants on their part contained in this
Indenture, and if such signers have obtained knowledge of any default by the
Company or the Guarantor in the performance, observance or fulfillment of any
such condition or covenant, specifying all such defaults and the nature and
status thereof of which they may have knowledge. For the purpose of this
Section 1008, such compliance with the terms, conditions and covenants of the
Indenture shall be determined without regard to any period of grace or
requirement of notice provided hereunder.




Section 1009. Waiver of Certain Covenants.



     The Company and the Guarantor may omit in any particular instance to
comply with any term, provision or condition set forth in any covenant set
forth in any indenture supplemental to this Indenture or otherwise established
pursuant to Section 301 with respect to the Securities of any series if before
the time for such compliance the Holders


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of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantor and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.



     With respect to any series of Securities, the Company may, but shall not
be obligated to, establish a record date for the purpose of determining the
Persons entitled to waive any such term, provision or condition. If a record
date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to waive any such term, provision or condition hereunder,
whether or not such Holders remain Holders after such record date; provided,
however, that unless the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall have waived such term,
provision or condition prior to the date which is 90 days after such record
date, any such waiver previously given shall automatically and without further
action by any Holder be cancelled and of no effect.




Section 1010. Additional Amounts.



     Unless otherwise specified in any Officer’s Certificate of the Company
setting forth the terms of Securities of a series in accordance with Section
301, if any deduction or withholding for any present or future taxes,
assessments or other governmental charges of the jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which the Company is
incorporated, shall at any time be required by such jurisdiction (or any such
political subdivision or taxing authority thereof or therein) in respect of any
amounts to be paid by the Company of principal of or interest on a Security of
any series, the Company will pay to the Holder of a Security of such series
such additional amounts as may be necessary in order that the net amounts paid
to such Holder of such Security, after such deduction or withholding, shall be
not less than the amounts specified in such Security to which such Holder is
otherwise entitled; provided, however, that the Company shall not be required
to make any payment of additional amounts for or on account of:



     (a)  any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) 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;
or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such
payment became due


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and payable or the date on which payment thereof is duly
provided for, whichever occurs later;



     (b)  any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;



     (c)  any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments of (or in respect of) principal of,
or any interest on, the Securities of such series;



     (d)  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
Security of such series (i) to provide information concerning the nationality, residence or
identity of the Holder or such beneficial owner or (ii) to make any declaration
or other similar claim or satisfy any information or reporting requirements,
which, in the case of (i) or (ii), is required or imposed by a statute, treaty,
regulation or administrative practice of the taxing jurisdiction as a
precondition to exemption from all or part of such tax, assessment or other
governmental charge;



     (e)  any tax, assessment or other governmental charge which such Holder
would have been able to avoid by presenting such Security to another Paying
Agent;



     (f)  any tax, assessment or other governmental charge which is imposed on a
payment pursuant to any European Union Directive on the taxation of savings
implementing the conclusions reached by the ECOFIN Council, or any law
implementing or complying with, or introduced in order to conform to; such
directive; or



     (g)  any combination of items (a), (b), (c), (d), (e) and (f) above; nor
shall additional amounts be paid with respect to any payment of the principal
of, or any interest on, any Security of such series to any Holder who is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts
had it been the Holder of such Security.



     The foregoing provisions shall apply mutatis mutandis to any withholding
or deduction in respect of any amount to be paid by the Company of principal of
or interest on a Security of any series (i) for or on account of any present or
future taxes, assessments or governmental charges of whatever nature of any
jurisdiction in which any successor or substitute Person to the Company is
organized, or any political subdivision or taxing authority thereof or therein;
or (ii) if another Person merges into or transfers its assets to the Company
pursuant to Section 801, for or on account of any taxes, assessments or
governmental charges levied by the jurisdiction in which such other Person is
organized, or by any political subdivision or taxing authority thereof, as a
result of (x) the Company’s being treated as engaged in a trade or business, or
having a


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permanent establishment, in such jurisdiction and (y) the payment of
principal or interest being allocable or attributable to such trade or business
or permanent establishment; provided, however, that such payment of additional
amounts may in any case be subject to such further exceptions as may be
established in the terms of such Securities established as contemplated by
Section 301.



     Subject to the foregoing provisions, whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that,
in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and
express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.



     If the terms of the Securities of a series established as contemplated by
Section 301 do not specify that additional amounts pursuant to the Section will
not be payable by the Company, at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the relevant Officer’s
Certificate, the Company or the Guarantor will furnish the Trustee and the
Company’s principal Paying Agent or Paying Agents, if other than the Trustee,
with an Officer’s Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of and any premium or interest
on the Securities of that series or under the related Guarantee shall be made
to Holders of Securities of that series without withholding for or on account
of any tax, assessment or other governmental charge described in the Securities
of that series or the related Guarantee. If any such withholding shall be
required, then such Officer’s Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities
and the Company or the Guarantor (only if a payment under the Guarantee is then
due in respect of such Securities), as the case may be, will pay to the Trustee
or such Paying Agent or Paying Agents the additional amounts required by this
Section.



     Each of the Company and the Guarantor covenants to indemnify each of the
Trustee and any Paying Agent for, and to hold each of them harmless against,
any loss, liability or expense arising out of or in connection with actions
taken or omitted by any of them in reliance on any Officer’s Certificate
furnished pursuant to this Section, except to the extent that any such loss,
liability or expense is due to its own negligence or bad faith.




Section 1011. Negative Pledge.



     As long as any Security is outstanding, each of the Company and the
Guarantor undertakes not to create any pledge, mortgage, charge or other
security over any or all of


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its present or future assets or revenues as
security for any Relevant Indebtedness issued by it, or over any guarantee made
by it of any Relevant Indebtedness issued by others, unless equivalent security
is at the same time given to the holders of the Securities.




ARTICLE ELEVEN

REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.



     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.




Section 1102. Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company, the Company shall, at least 45 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities (a) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (b)
pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction or condition.




Section 1103. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized
denomination for Securities of that series.



     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.



     The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination for such Security).



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     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.




Section 1104. Notice of Redemption.



     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.



     All notices of redemption shall state:





		
	 	     (1) the Redemption Date,
	 
	 	     (2) the Redemption Price or, if not then ascertainable, the manner
of calculation thereof,
	 
	 	     (3) if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be
redeemed and, if less than all the Outstanding Securities of any series
consisting of a single Security are to be redeemed, the principal amount
of the particular Security to be redeemed,
	 
	 	     (4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,
	 
	 	     (5) the place or places where such Securities are to be surrendered
for payment of the Redemption Price,
	 
	 	     (6) that the redemption is for a sinking fund, if such is the case,
	 
	 	     (7) the CUSIP or ISIN numbers, if any, assigned to such Securities;
provided, however, that such notice may state that no representation is
made as to the correctness of CUSIP or ISIN numbers, in which case none
of the Company, the Trustee or any agent of the Company or the Trustee
shall have any liability in respect of the use of any CUSIP or ISIN
number or numbers on such notices, and the redemption of such Securities
shall not be affected by any defect in or omission of such numbers, and
	 
	 	     (8) such other matters as the Company shall deem desirable or
appropriate.



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     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company.




Section 1105. Deposit of Redemption Price.



     Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1006) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.




Section 1106. Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.




Section 1107. Securities Redeemed in Part.



     Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security surrendered; provided, that if a Global Security is so
surrendered, such new Security so issued shall be a new Global Security in a
denomination equal to the unredeemed portion of the principal of the Global
Security so surrendered.




Section 1108. Optional Redemption Due to Changes in Tax Treatment.



     With respect to each series of Securities, if, as the result of any change
in or any amendment to the laws or treaties (including any rulings or
regulations issued thereunder)


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of the jurisdiction of incorporation of the
Company, the Guarantor, or any successor thereto or, in the case of the
Company, substitute obligor therefor, or of any political subdivision or taxing
authority thereof or therein, affecting taxation, or any change in an
application or interpretation of such laws either generally or in relation to
any particular series of Securities, which change or amendment to such laws or
interpretation thereof becomes effective on or after the date of such series
(or in the case of a successor or substitute person of the Company or the
Guarantor, as applicable, the date or which such person assumed its obligations
under Article 8 hereof) or which change in application or interpretation is
notified to the Company or the Guarantor on or after such date, it is
determined by the Company or the Guarantor that the Company or the Guarantor
would be required to make payments of additional amounts (i) in respect of
interest on the next
succeeding Interest Payment Date pursuant to the terms of the Securities
or the Guarantee endorsed on the Securities of such series, as applicable,
assuming a payment in respect of such interest were required to be made
pursuant thereto on such Interest Payment Date, or (ii) in respect of the
principal of any series of Original Issue Discount Securities at the date of
such determination pursuant to the terms of the Securities or the Guarantee
endorsed on the Securities of such series, as applicable, assuming a payment in
respect of such principal were required to be made pursuant thereto on such
date, in either case the Company or the Guarantor may, at its option, redeem
such series of Securities in whole at any time (except in the case of a series
of Securities that has a variable rate of interest, which may be redeemed on
any Interest Payment Date) at a Redemption Price equal to 100 percent of the
principal amount thereof plus accrued interest to the date fixed for redemption
(except in the case of any series of Outstanding Original Issue Discount
Securities which may be redeemed at the Redemption Price specified by the terms
of such series). Prior to any redemption of such a series of Securities
pursuant to this Section, the Company or the Guarantor shall provide the
Trustee with an Opinion of Counsel that the conditions precedent to the right
of the Company or the Guarantor to redeem such series of Securities pursuant to
this Section have occurred. Such Opinion of Counsel shall be based on the laws
and application and interpretation thereof in effect on the date of such
opinion or to become effective on or before the next succeeding Interest
Payment Date.




ARTICLE TWELVE

SINKING FUNDS




Section 1201. Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.



     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment


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shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.




Section 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms
of such series, provided, however, that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.




Section 1203. Redemption of Securities for Sinking Fund.



     Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and stating the basis for such credit and that such
Securities have not been previously so credited and will also deliver to the
Trustee any Securities to be so delivered. Not more than 60 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.




ARTICLE THIRTEEN

GUARANTEE




Section 1301. Guarantee.



     The Guarantor hereby unconditionally guarantees to each Holder of a
Security of each series authenticated and delivered by the Trustee, for value
received in connection with such Security, and to the Trustee the due and
prompt payment of the principal of (and premium, if any) and interest on such
Security and the due and prompt payment of any sinking fund payments provided
for pursuant to the terms of such Security, when and as the same shall become
due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, according to the terms of such
Security and of this Indenture. In case of the failure of the Company
punctually to make any such


78







 




principal, premium, interest or sinking fund
payment, the Guarantor hereby agrees to cause any such payment to be made
promptly when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.



     The Guarantor hereby further agrees, subject to the limitations and
exceptions set forth below, that if any deduction or withholding for any
present or future taxes, assessments or other governmental charges of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) in which the Guarantor is incorporated, shall at any time be required
by such jurisdiction (or any such political subdivision or taxing authority
thereof or therein) in respect of any amounts to be paid by the Guarantor under this Guarantee, the Guarantor will pay to the Holder of a Security
of such series such additional amounts as may be necessary in order that the
net amounts paid to such Holder of such Security, after such deduction or
withholding, shall be not less than the amounts specified in such Security to
which such Holder is otherwise entitled; provided, however, that the Guarantor
shall not be required to make any payment of additional amounts (1) in respect
of the Securities in a series if the Officer’s Certificate of the Company
setting forth the terms of such Securities in accordance with Section 301 does
not oblige the Company to pay Additional Amounts pursuant to Section 1010
hereof, or (2) for or on account of:



     (a)  any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its
jurisdiction, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) 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
or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;



     (b)  any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;



     (c)  any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments of (or in respect of) principal of,
or any interest on, the Securities of such series;



     (d)  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
Security of such series (i) to provide information concerning the nationality,
residence or identity of the Holder or such beneficial owner or (ii) to make
any declaration or other similar claim or satisfy any information or reporting
requirements, which, in the case of (i) or (ii), is


79







 




required or imposed by a
statute, treaty, regulation or administrative practice of the taxing
jurisdiction as a precondition to exemption from all or part of such tax,
assessment or other governmental charge;



     (e)  any tax, assessment or other governmental charge which such Holder
would have been able to avoid by presenting such Security to another Paying
Agent;



     (f)  any tax, assessment or other governmental charge which is imposed on a
payment pursuant to any European Union Directive on the taxation of savings
implementing the conclusions reached by the ECOFIN Council, or any law
implementing or complying with, or introduced in order to conform to, such
directive; or



     (g)  any combination of items (a), (b), (c), (d), (e) and (f) above; nor
shall additional amounts be paid with respect to any payment of the principal
of, or any interest on, any Security of such series to any Holder who is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the
jurisdiction (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts
had it been the Holder of such Security.



     The foregoing provisions shall apply mutatis mutandis to any withholding
or deduction in respect of any amount to be paid by the Guarantor of principal
of or interest on a Security of any series (i) for or on account of any present
or future taxes, assessments or governmental charges of whatever nature of any
jurisdiction in which any successor to the Guarantor is organized, or any
political subdivision or taxing authority thereof or therein; or (ii) if
another Person merges into or transfers its assets to the Guarantor pursuant to
Section 801, for or on account of any taxes, assessments or governmental
charges levied by the jurisdiction in which such other Person is organized, or
by any political subdivision or taxing authority thereof, as a result of (x)
the Guarantor’s being treated as engaged in a trade or business, or having a
permanent establishment, in such jurisdiction and (y) the payment of principal
or interest being allocable or attributable to such trade or business or
permanent establishment.



     The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Security of any series or this
Indenture, any failure to enforce the provisions of any Security of any series
or this Indenture, or any waiver, modification or indulgence granted to the
Company with respect thereto, by the Holder of any Security of any series or
the Trustee, or any other circumstance which may otherwise constitute a legal
or equitable discharge of a surety or guarantor; provided however, that,
notwithstanding the foregoing, no such waiver, modification or indulgence
shall, without the consent of the Guarantor, increase the principal amount of a
Security or the interest rate thereon or increase any premium payable upon
redemption thereof. The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of


80







 




merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any Security or the indebtedness evidenced
thereby or with respect to any sinking fund payment required pursuant to the
terms of a Security issued under this Indenture and all demands whatsoever, and
covenants that this Guarantee will not be discharged with respect to any
Security except by payment in full of the principal of (and premium, if any)
and interest on such Security. The Guarantee shall constitute a guarantee of
payment and not of collection.



     The Guarantor shall be subrogated to all rights of the Holder of a
Security against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant to the provisions of this Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of (and premium, if any) and interest on
all Securities of the relevant series shall have been paid in full.



     No reference in this Section 1301 to this Indenture and no provision of
this Guarantee shall alter or impair the guarantee of the Guarantor, which is
absolute and unconditional, of the due and punctual payment of the principal of
(and premium, if any) and interest on any Security upon which this Guarantee is
endorsed at the times, places and rate, and in the cash or currency, prescribed
therein.



     This Guarantee shall not become valid or obligatory for any purpose in
respect of any Security until the certificate of authentication of such
Security shall have been manually executed by or on behalf of the Trustee under
this Indenture.



     All terms used in this Guarantee which are defined elsewhere in this
Indenture shall have the meanings assigned to them elsewhere in the Indenture.




* * *



     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the Company and the Trustee hereto have caused this
Indenture to be duly executed, and the Guarantor has caused this Indenture and
the Guarantee contained in Section 1301 hereof, to be duly executed on its
behalf by                    , its duly appointed attorney, all as of the day and
year first above written.




	 	 	 
	 	
TOTAL CAPITAL
	 
	 	By	

	 	 	


	 	
[By 	 ]
	 	 	


	Attest:	 	 
	 
	

Corporate Secretary	 	 
	 	
TOTAL S.A.
	 
	 	
By	 
	 	 	


	 	
[By	 ]
	 	 	


	 	 	
Attorney-in-fact
	 
	 	 	
JPMORGAN CHASE BANK, AS TRUSTEE
	 
	 	
By	 
	 	 	


	Attest:	 	 
	

Secretary	 	 



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Schedule 608




[Include Company Indenture]

[To Come]





83