EX-4.2






Exhibit 4.2







 

 






TOTAL S.A.,




Company




TO




The Bank of New York Mellon,




Trustee




 






Indenture




Dated as of      , 2009




 






 

 








 









 












TOTAL S.A.

to

The Bank of New York Mellon




Indenture, dated as of    , 2009




     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 S.A.

to

The Bank of New York Mellon

                         




Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of      , 2009




	 	 	 
	Trust Indenture	 	Indenture
	   Act Section	 	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
	(b)
	 	613
	 
	§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
	(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)
	 	507 and 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
	 	 	2	 
	Company Order
	 	 	2	 
	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
	 	 	4	 
	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	 
	Place of Payment
	 	 	6	 
	Predecessor Security
	 	 	6	 







 




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




 









 







	 	 	 	 	 
	 	 	PAGE	 
	pursuant to a Board Resolution
	 	 	6	 
	Redemption Date
	 	 	6	 
	Redemption Price
	 	 	6	 
	Regular Record Date
	 	 	6	 
	Required Currency
	 	 	6	 
	Responsible Officer
	 	 	6	 
	Securities
	 	 	6	 
	Security Register
	 	 	6	 
	Security Registrar
	 	 	6	 
	Special Record Date
	 	 	6	 
	Stated Maturity
	 	 	7	 
	Subsidiary
	 	 	7	 
	Trustee
	 	 	7	 
	Trust Indenture Act
	 	 	7	 
	U.S. Government Obligations
	 	 	7	 
	Vice President
	 	 	7	 
	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 and Company
	 	 	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
	 	 	11	 
	Section 114. Submission to Jurisdiction
	 	 	12	 
	Section 115. Waiver of Jury Trial
	 	 	12	 
	 
	 	 	 	 
	ARTICLE TWO SECURITY FORMS
	 	 	13	 
	 
	 	 	 	 
	Section 201. Forms Generally
	 	 	13	 
	Section 202. Form of Face of Security
	 	 	13	 
	Section 203. Form of Reverse of Security
	 	 	17	 
	Section 204. Form of Trustee’s Certificate of Authentication
	 	 	21	 
	Section 205. Form of Legend for Global Securities
	 	 	21	 
	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	21	 
	 
	 	 	 	 
	Section 301. Amount Unlimited; Issuable in Series
	 	 	21	 
	Section 302. Denominations
	 	 	24	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	24	 
	Section 304. Temporary Securities
	 	 	25	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	26	 






ii









 






	 	 	 	 	 
	 	 	PAGE	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	27	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	28	 
	Section 308. Persons Deemed Owners
	 	 	29	 
	Section 309. Cancellation
	 	 	30	 
	Section 310. Computation of Interest
	 	 	30	 
	Section 311. Payment to Be in Proper Currency; Conversion of Judgment
Currency
	 	 	30	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	31	 
	 
	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	31	 
	Section 402. Application of Trust Money
	 	 	32	 
	Section 403. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations
	 	 	32	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	35	 
	 
	 	 	 	 
	Section 501. Events of Default
	 	 	35	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	35	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	38	 
	Section 504. Trustee May File Proofs of Claim
	 	 	38	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	39	 
	Section 506. Application of Money Collected
	 	 	39	 
	Section 507. Limitation on Suits
	 	 	40	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest
	 	 	41	 
	Section 509. Restoration of Rights and Remedies
	 	 	41	 
	Section 510. Rights and Remedies Cumulative
	 	 	41	 
	Section 511. Delay or Omission Not Waiver
	 	 	41	 
	Section 512. Control by Holders
	 	 	41	 
	Section 513. Waiver of Past Defaults
	 	 	42	 
	Section 514. Undertaking for Costs
	 	 	43	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	43	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	43	 
	 
	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	43	 
	Section 602. Notice of Defaults
	 	 	44	 
	Section 603. Certain Rights of Trustee
	 	 	45	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	47	 
	Section 605. May Hold Securities
	 	 	47	 
	Section 606. Money Held in Trust
	 	 	47	 
	Section 607. Compensation and Reimbursement
	 	 	47	 






iii









 






	 	 	 	 	 
	 	 	PAGE	 
	Section 608. Disqualification; Conflicting Interests
	 	 	48	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	49	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	49	 
	Section 611. Acceptance of Appointment by Successor
	 	 	50	 
	Section 612. Merger, Consolidation or Succession to Business
	 	 	52	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	52	 
	Section 614. Co-trustees and Separate Trustees
	 	 	52	 
	Section 615. Appointment of Authenticating Agent
	 	 	53	 
	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	55	 
	 
	 	 	 	 
	Section 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	55	 
	Section 702. Preservation of Information; Communications to Holders
	 	 	55	 
	Section 703. Reports by Trustee
	 	 	56	 
	Section 704. Reports by Company
	 	 	57	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE; SUBSTITUTION
	 	 	58	 
	 
	 	 	 	 
	Section 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	58	 
	Section 802. Substitution of the Company on Certain Terms
	 	 	59	 
	Section 803. Successor Corporation Substituted
	 	 	59	 
	 
	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	60	 
	 
	 	 	 	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	60	 
	Section 902. Supplemental Indentures with Consent of Holders
	 	 	61	 
	Section 903. Execution of Supplemental Indentures
	 	 	62	 
	Section 904. Effect of Supplemental Indentures
	 	 	62	 
	Section 905. Conformity with Trust Indenture Act
	 	 	63	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	63	 
	 
	 	 	 	 
	ARTICLE TEN PARTICULAR COVENANTS OF COMPANY
	 	 	63	 
	 
	 	 	 	 
	Section 1001. Payment of Principal, Premium and Interest by Company
	 	 	63	 
	Section 1002. Maintenance of Office or Agency by Company
	 	 	63	 
	Section 1003. Reserved
	 	 	64	 
	Section 1004. Reserved
	 	 	64	 
	Section 1005. Reserved
	 	 	64	 
	Section 1006. Money for Securities Payments to Be Held in Trust
	 	 	64	 
	Section 1007. Corporate Existence
	 	 	65	 






iv









 






	 	 	 	 	 
	 	 	PAGE	 
	Section 1008. Statement by Executive Officer as to Compliance; Statement as to
Default
	 	 	65	 
	Section 1009. Waiver of Certain Covenants
	 	 	65	 
	Section 1010. Additional Amounts
	 	 	66	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	69	 
	 
	 	 	 	 
	Section 1101. Applicability of Article
	 	 	69	 
	Section 1102. Election to Redeem; Notice to Trustee
	 	 	69	 
	Section 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	69	 
	Section 1104. Notice of Redemption
	 	 	70	 
	Section 1105. Deposit of Redemption Price
	 	 	71	 
	Section 1106. Securities Payable on Redemption Date
	 	 	71	 
	Section 1107. Securities Redeemed in Part
	 	 	71	 
	Section 1108. Optional Redemption Due to Changes in Tax Treatment
	 	 	71	 
	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	72	 
	 
	 	 	 	 
	Section 1201. Applicability of Article
	 	 	72	 
	Section 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	73	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	73	 
	 
	 	 	 	 
	Testimonium
	 	 	73	 
	Signatures
	 	 	73	 
	Acknowledgments
	 	 	73	 






v









 






     THIS INDENTURE is dated as of      , 2009, between TOTAL S.A., 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 Jean Millier, La Défense 6, 92400 Courbevoie, France and
The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the
“Trustee”) having its principal corporate trust office at 101 Barclay Street, 4E, New York, New
York 10286.



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.



     All things necessary to make this Indenture a valid agreement of the Company, 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 International Financial Reporting Standards (IFRS); 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, means either the board of
directors, or any committee of such board authorized to act for it hereunder, of the Company.



     “Board Resolution”, when used with reference to the Company, means a copy of a resolution
certified by the general counsel, a deputy general counsel, the secretary or an assistant secretary
of the Company, 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.



     “Company Request” or “Company Order” means a written request or order signed in the name of
the
Company by a director thereof, or any other Person, duly authorized (either directly or by
authorized delegation) in respect thereto, attested by its general



2









 







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 in London, England, at which at any
particular time its corporate trust business shall be principally administered, which office at the
date of execution and delivery of this instrument is located at One Canada Square, London E14 5AL,
Attention: Corporate Trust Administration, except that, solely for purposes of Sections 305 and
1002 hereof, with respect to an office or agency required to be maintained by the Company in each
Place of Payment for any series of Securities 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, and with respect to a Place of Payment
in New York, New York, the term “Corporate Trust Office” means, the office or agency of the Trustee
in New York, New York at which its corporate trust or agency business shall be principally
conducted, which office or agency at the date of execution and delivery of this instrument is
located at 101 Barclay Street, New York, New York 10286; Attention: Corporate Trust Division —
Global Finance Americas unit, or, in the case of any of the foregoing offices or agency, such other
address as the Trustee may designate from time to time by notice to the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Company).



     “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 the principal executive
officer, principal financial officer or principal accounting officer of the Company.



3









 





     “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.



     “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 the Company, by a director
thereof, or any other Person duly authorized (either directly or by authorized delegation) in
respect thereto, 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. 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) in
trust or set aside and segregated in trust by the Company (if the Company 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 or any other obligor upon the Securities or any
Affiliate of the Company 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 or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.




     “Paying Agent” means any Person (which may include the Company) 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 Article L. 228-40 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.



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



     “Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee
assigned to the Corporate Trust Administration 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.



     “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.



6









 





     “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
Company or by one or more Subsidiaries, or by the Company 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 or any other obligor upon the Securities or any
Affiliate of the Company 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 time 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 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”.



7









 





Section 102. Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company 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, 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 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



8









 







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, as the case may be, stating that the information with respect to such factual matters
is in the possession of the Company, 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. 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 and the Company 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.



     (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 or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



9









 





     (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 and Company.




     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 or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Division – Corporate Finance Unit, or at any other address previously
furnished in writing to the Company, with a facsimile copy sent by telecopier to the
Trustee at [+44 20 7964 2536] or at any other telecopier number previously furnished in
writing to the Company, or




     (2) the Company by the Trustee or by 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.



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 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.



10









 





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 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 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, 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 and the Securities 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 and
the Securities shall be governed by the laws of the jurisdiction of organization of the Company.



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



11









 







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 Corporation
Service Company (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 1133 Avenue of the Americas, Suite 3100, New York, NY 10036 (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 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 Corporation Service Company 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.



Section 115. Waiver of Jury Trial.




     EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS
ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.



12









 





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.



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



     The definitive Securities 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 S.A.




[Aggregate Principal Amount of the Issuance]
[                    %] [Zero Coupon] [Note]

[Debenture] Due                     




			
	 	 	 
	No.                     
	 	[currency                    ]






     Total S.A., a société anonyme duly organized and existing under the laws of the
Republic of France with a capital of €[•], having its registered office at [•] for a term that
will expire on [•] with the Registry of Commerce and Companies (Registre du commerce et des
sociétés) of [•] under No. [•] (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,



13









 







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 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;



14









 





     (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
the European Union Directive 2003/48/EC regarding the taxation of savings income or any other
directive amending, supplementing or replacing such directive,
or any law implementing or complying with, or introduced in order to conform to, such directive or
directives; 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.



15









 





     [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 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.



	 	 	 	 	 	 	 
	 	 	TOTAL S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	[By
	 	 	]	
	 

	 	 	 	 

	 	 






     Attest:



                                       
                     



[As of [•], the Company’s outstanding indebtedness for bonds (obligations) and other negotiable
debt instruments (titres d’emprunt) amounted to approximately €[•], and such


16









 






outstanding
indebtedness of other issuers guaranteed by the Company amounted to approximately €[•].]




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      , 2009 (herein called the “Indenture”), between the Company, as
issuer and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term
includes 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 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



17









 







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,



	 	 	 	 	 
	 
	 	Redemption Price

For Redemption

Through Operation
	 	Redemption Price For

Redemption Otherwise

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.



18









 





     [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.]



     [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 rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company 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 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



19









 







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 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
Trustee and any agent of the Company 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 Trustee nor any
such agent shall be affected by notice to the contrary.



     The Indenture provides that the Company, at the Company’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 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 certain other conditions are satisfied.



20









 





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



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.


Dated:




	 	 	 	 	 
	 

	 	 	 	The Bank of New York Mellon,
	 

	 	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 

	 	 	Authorized Signatory






Section 205. 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,



21









 






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




     (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



22









 







in the currency of the United
States of America for the purposes of the definition of “Outstanding” in Section 101;




     (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.



23









 





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



     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 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 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
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 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;



24









 






     (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.


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 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 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 issued which Securities 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



25









 







tenor. 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.



     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 like tenor and a like aggregate principal
amount, 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, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such registration
of transfer or exchange.



     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



26









 







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 notifies the Trustee that they are unable to locate a qualified
successor Depositary, (ii) the Company 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.



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 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 and bearing a number not contemporaneously Outstanding.



27









 





     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, 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 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



28









 







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 Trustee
and any agent of the Company or the Trustee 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 Trustee nor any
agent of the Company 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 Trustee, and any agent of the Company 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 Trustee or any agent of the Company or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or



29









 







payments made on account
of beneficial ownership interests in a Global Security, for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests, for any acts or omissions of a
Depositary or for any transactions between a Depositary and beneficial owners.



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 may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company 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 respect to such Securities
as contemplated by Section 301, the obligation of the Company 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 Company shall remain liable for any shortfall or delinquency in the
full amount of Required Currency then due and payable.



     (b) The Company 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



30









 







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 and thereafter repaid to the
Company 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, 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,



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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 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 to the Trustee under Section 607, the obligations of the Company 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
acting as Paying Agent) as 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 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.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company 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 Company’s option, either (a) the Company shall be deemed to have been Discharged (as
defined below) from its obligations with respect to any series of Securities on the 91st day after
the applicable conditions set forth below have been satisfied or



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(b) the Company 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) (“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 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 Company pursuant to subparagraph (5) hereof;




     (2) if the Securities of such series are then listed on the New York Stock Exchange,
the Company 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) or (5) with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit;




     (4) the Company 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 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



33









 







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 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 shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Securities of such series and to have
satisfied all the obligations under this Indenture relating to the Securities of such series (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 obligations with respect to such 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 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 to the Trustee under Sections 402 and 607.



     In the event that Securities in respect of which the Company has deposited or caused to be
deposited money or U.S. Government Obligations to pay or discharge the principal (and premium, if
any) and interest on the Outstanding Securities of a series do not mature and are not redeemed
within the 60-day period commencing with the date of such deposit of moneys or U.S. Government
Obligations, as aforesaid, the Company shall, as promptly as practicable following the end of such
60-day period, give or cause to give a notice, in the same manner as a notice of redemption with
respect to such Securities, to the Holders of Securities to the effect that such deposit has been
made and the effect thereof; provided, however, that any failure to so give such notice or any
defect therein shall not affect the validity of the proceedings for any Discharge or Covenant
Defeasance related to such deposit.



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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
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 by the Trustee or to the
Company 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) the Company 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 jurisdiction of incorporation if it is other than the Republic of
France; or




     (6) any other Event of Default provided with respect to Securities of that series.



35









 





     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 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 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 and the Trustee, may
rescind and annul such declaration and its consequences if:




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



36









 






     (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.


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



37









 







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 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 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 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 or any other obligor upon the Securities or the property of the



38









 







Company 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 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;


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 in respect of the Company’s obligations hereunder shall be



39









 







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:




     (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.





40









 








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 shall be restored to its former position
hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted.



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;



41









 






     (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; 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



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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 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 or the Trustee.



Section 515. Waiver of Stay or Extension Laws.




     The Company 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 (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 this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



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     (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, statements, opinions or
conclusions 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:




          (1) this Subsection shall not be construed to limit the effect of Subsection (a) or (d) of
this Section 601;




          (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it 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 601.




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



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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:




     (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 mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board of
Directors of the Company 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



45









 







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, 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 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 or be charged with knowledge 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;




     (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;




     (k) the Trustee may request that the Company deliver an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by
any person authorized to sign an Officer’s Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded;




     (l) anything in this Indenture notwithstanding, in no event shall the Trustee be
liable for special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit), even if the Trustee has been advised as to
the likelihood of such loss or damage and regardless of the form of action;



46









 






     (m) the Trustee shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused, directly or
indirectly, by circumstances beyond its control, including, without limitation, acts of
God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage;
epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or
software) or communication services; accidents; labor disputes; acts of civil or military
authority and governmental action; provided that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances; and




     (n) the permissive right of the Trustee to take action hereunder shall not be
construed as a duty.



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, 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, 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 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, or to invest,
any money received by it hereunder except as otherwise agreed with the Company.



Section 607. Compensation and Reimbursement.




     The Company agrees:




     (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 by any provision of law
in regard to the compensation of a trustee of an express trust);



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     (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, willful
misconduct or bad faith; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss,
damage, claims, liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), 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 (whether asserted by the Company, or any
Holder or any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, or in connection with enforcing the provisions of
this Section, except to the extent that such loss, damage, claim, liability or expense is
due to its own negligence, willful misconduct or bad faith.



     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 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.



     “Trustee” for the purposes of this Section 607 shall include any predecessor Trustee;
provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder
shall not affect the rights of any other Trustee hereunder.



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.



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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 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 or removal, the resigning or removed Trustee or the
Company 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.



     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 608 after written request therefor
by the Company 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 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



49









 







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 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
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 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



50









 







conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company 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 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 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 co-trustees 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 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 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.



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Section 612. Merger, Consolidation or Succession to Business.




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



52









 







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 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



53









 







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 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 agrees 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.



	 	 	 	 	 	 
	 

	 	 	 	The Bank of New York Mellon,	 
	 

	 	 	 	As Trustee	 
	 
	 	 	 	 	 
	 

	 	By	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	As Authenticating Agent	 
	 
	 	 	 	 	 
	 

	 	By	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 






ARTICLE SEVEN




Holders’ Lists and Reports by Trustee and Company




Section 701. Company 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 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.



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     (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.



     (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company 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.




     If and to the extent required by Section 313 of the Trust Indenture Act:



     (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 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



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     (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.



     (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. The Company will notify the Trustee when any Securities are listed on any stock
exchange.



Section 704. Reports by Company.




     The Company shall:




     (1) file with the Trustee, within 15 days after the Company 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 may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company 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



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     (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 pursuant to
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 pursuant to this
Section 704 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 May Consolidate, Etc., Only on Certain Terms.




     The Company shall not 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,
nor 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 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 is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties
and assets of the Company 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;




     (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



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     (3) the Company 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.




     Any Subsidiary of the Company 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) 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;




     (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 such supplemental
indenture, complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with; and




     (4) the obligations of the Subsidiary in respect of the Securities and this Indenture
are guaranteed by the Company on the same terms as the Company’s guarantee of the debt
securities of Total Capital pursuant to the guarantee and indenture referred to in Schedule
608.



Section 803. 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 with or merger by the Company into any
other corporation or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor corporation formed by
such consolidation or amalgamation or into which the Company 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 under this Indenture with the same effect as if such



59









 







successor
corporation had been named as the Company 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.



     (b) Upon any assumption pursuant to Section 802 by any Subsidiary of the Company of
obligations of the Company, such Subsidiary 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 such Subsidiary 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, 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 and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or




     (2) to add to the covenants of the Company 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




     (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 additional Events of
Default are expressly being included solely for the benefit of such series); or




     (4) 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




     (5) 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



60









 







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




     (6) to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or




     (7) 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




     (8) to cure any ambiguity, or to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein; or




     (9) 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 and the Trustee, the Company, 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; 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



61









 






     (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).



     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 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.



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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 shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee, the Company, to any such supplemental Indenture may be prepared and executed by the
Company and such Securities may be authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.



ARTICLE TEN




 Particular Covenants of Company 




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



63









 







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. Reserved.



Section 1006. Money for Securities Payments to Be Held in Trust.




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



64









 





     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (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 on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, 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.



Section 1007. Corporate Existence.




     Subject to Article Eight, the Company will preserve and keep in full force and effect its
corporate existence.



Section 1008. Statement by Executive Officer as to Compliance; Statement as to Default.




     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company 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 has complied with all conditions and covenants on its part contained in this
Indenture, and if such signers have obtained knowledge of any default by the Company 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.



     The Company shall deliver to the Trustee, as soon as possible and in any event within fifteen
days after the Company becomes aware of the occurrence of any Event of Default or an event which,
with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s
Certificate setting forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.



Section 1009. Waiver of Certain Covenants.




     The Company 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



65









 







Securities of any series if
before the time for such compliance the Holders 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 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
the European Union Directive 2003/48/EC regarding the taxation of savings income or any other
directive amending, supplementing or replacing such directive,
or any law implementing or complying with, or introduced in order to conform to, such directive or
directives; 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



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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; 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 this 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 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 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. 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 will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts
required by this Section.



     The Company 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, willful misconduct or bad faith.



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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).



     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



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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, ISIN or other similar 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, ISIN or other similar 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, ISIN or other
similar 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.



     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.



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Section 1105. Deposit of Redemption Price.




     On or 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) of the
jurisdiction of incorporation of the Company or any successor thereto or 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



71









 







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, the date on which such person assumed its
obligations under Article 8 hereof) or which change in application or interpretation is notified to
the Company on or after such date, it is determined by the Company that the Company 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 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 assuming a payment in respect of such principal were required to be made pursuant
thereto on such date, in either case the Company 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 shall provide the
Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company 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 shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.



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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.



*      *      *




     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 as of the day and year first above written.



	 	 	 	 	 
	 	 	TOTAL S.A.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 




Attest:




	 	 	 
	 

Corporate Secretary

	 	 






	 	 	 	 	 
	 	 	The Bank of New
York Mellon, as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 





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Schedule 608



Indenture dated as of      , 2009, among Total Capital, TOTAL S.A., and The Bank of New York
Mellon





75