EX-4.1







Exhibit 4.1







 

 






Total Capital




Company




AND




TOTAL S.A.,




Guarantor




TO




                                                 

The Bank of New York Mellon,




Trustee




 






Indenture




Dated as of      , 2009



 





 

 






 









 












Total Capital,

and

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 Capital,

and

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	 	 
	   Act Section	 	Indenture Section
	§310(a)(1)
	 	609
	(a)(2)
	 	609
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(a)(5)
	 	609
	(b)
	 	608
	 
	 	610
	§311(a)
	 	613
	(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
	 	 	3	 
	Company Order
	 	 	3	 
	Corporate Trust Office
	 	 	3	 
	corporation
	 	 	3	 
	Covenant Defeasance
	 	 	3	 
	Defaulted Interest
	 	 	3	 
	Depositary
	 	 	3	 
	Discharged
	 	 	3	 
	Event of Default
	 	 	3	 
	Exchange Act
	 	 	3	 
	Executive Officer’s Certificate
	 	 	3	 
	Global Security
	 	 	4	 
	Guarantee
	 	 	4	 
	Guarantor
	 	 	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
	 	 	5	 
	Outstanding
	 	 	5	 
	Paying Agent
	 	 	6	 
	Person
	 	 	6	 







 




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





 









 






	 	 	 	 	 
	 	 	PAGE	 
	Place of Payment
	 	 	6	 
	Predecessor Security
	 	 	6	 
	pursuant to a Board Resolution
	 	 	6	 
	Redemption Date
	 	 	6	 
	Redemption Price
	 	 	6	 
	Regular Record Date
	 	 	6	 
	Required Currency
	 	 	6	 
	Responsible Officer
	 	 	6	 
	Securities
	 	 	7	 
	Security Register
	 	 	7	 
	Security Registrar
	 	 	7	 
	Special Record Date
	 	 	7	 
	Stated Maturity
	 	 	7	 
	Subsidiary
	 	 	7	 
	Trustee
	 	 	7	 
	Trust Indenture Act
	 	 	7	 
	U.S. Government Obligations
	 	 	7	 
	Vice President
	 	 	8	 
	Section 102. Compliance Certificates and Opinions
	 	 	 8	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	 9	 
	Section 104. Acts of Holders
	 	 	9	 
	Section 105. Notices, Etc., to Trustee, Company and Guarantor
	 	 	10	 
	Section 106. Notice to Holders; Waiver
	 	 	10	 
	Section 107. Conflict with Trust Indenture Act
	 	 	11	 
	Section 108. Effect of Headings and Table of Contents
	 	 	11	 
	Section 109. Successors and Assigns
	 	 	11	 
	Section 110. Separability Clause
	 	 	11	 
	Section 111. Benefits of Indenture
	 	 	11	 
	Section 112. Governing Law
	 	 	12	 
	Section 113. Legal Holidays
	 	 	12	 
	Section 114. Submission to Jurisdiction
	 	 	12	 
	Section 115. Waiver of Jury Trial
	 	 	13	 
	 
	 	 	 	 
	ARTICLE TWO : SECURITY AND GUARANTEE FORMS
	 	 	14	 
	 
	 	 	 	 
	Section 201. Forms Generally
	 	 	14	 
	Section 202. Form of Face of Security
	 	 	15	 
	Section 203. Form of Reverse of Security
	 	 	18	 
	Section 204. Form of Trustee’s Certificate of Authentication
	 	 	22	 
	Section 205. Guarantee by Guarantor; Text of Guarantee
	 	 	22	 
	Section 206. Form of Legend for Global Securities
	 	 	26	 
	 
	 	 	 	 
	ARTICLE THREE : THE SECURITIES
	 	 	26	 
	 
	 	 	 	 
	Section 301. Amount Unlimited; Issuable in Series
	 	 	26	 






ii









 






	 	 	 	 	 
	 	 	PAGE	 
	Section 302. Denominations
	 	 	29	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	29	 
	Section 304. Temporary Securities
	 	 	31	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	31	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	33	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	34	 
	Section 308. Persons Deemed Owners
	 	 	35	 
	Section 309. Cancellation
	 	 	35	 
	Section 310. Computation of Interest
	 	 	36	 
	Section 311. Payment to Be in Proper Currency; Conversion of Judgment
Currency
	 	 	36	 
	 
	 	 	 	 
	ARTICLE FOUR : SATISFACTION AND DISCHARGE
	 	 	37	 
	 
	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	37	 
	Section 402. Application of Trust Money
	 	 	38	 
	Section 403. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations
	 	 	38	 
	 
	 	 	 	 
	ARTICLE FIVE : REMEDIES
	 	 	40	 
	 
	 	 	 	 
	Section 501. Events of Default
	 	 	40	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	42	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	44	 
	Section 504. Trustee May File Proofs of Claim
	 	 	44	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	45	 
	Section 506. Application of Money Collected
	 	 	45	 
	Section 507. Limitation on Suits
	 	 	46	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest
	 	 	46	 
	Section 509. Restoration of Rights and Remedies
	 	 	47	 
	Section 510. Rights and Remedies Cumulative
	 	 	47	 
	Section 511. Delay or Omission Not Waiver
	 	 	47	 
	Section 512. Control by Holders
	 	 	47	 
	Section 513. Waiver of Past Defaults
	 	 	48	 
	Section 514. Undertaking for Costs
	 	 	49	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	49	 
	 
	 	 	 	 
	ARTICLE SIX : THE TRUSTEE
	 	 	49	 
	 
	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	49	 
	Section 602. Notice of Defaults
	 	 	50	 






iii









 






	 	 	 	 	 
	 	 	PAGE	 
	Section 603. Certain Rights of Trustee
	 	 	51	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	53	 
	Section 605. May Hold Securities
	 	 	53	 
	Section 606. Money Held in Trust
	 	 	53	 
	Section 607. Compensation and Reimbursement
	 	 	53	 
	Section 608. Disqualification; Conflicting Interests
	 	 	54	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	55	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	55	 
	Section 611. Acceptance of Appointment by Successor
	 	 	56	 
	Section 612. Merger, Consolidation or Succession to Business
	 	 	58	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	58	 
	Section 614. Co-trustees and Separate Trustees
	 	 	58	 
	Section 615. Appointment of Authenticating Agent
	 	 	59	 
	 
	 	 	 	 
	ARTICLE SEVEN : HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR 
	 	 	61	 
	 
	 	 	 	 
	Section 701. Company and Guarantor to Furnish Trustee Names and Addresses of
Holders
	 	 	61	 
	Section 702. Preservation of Information; Communications to Holders
	 	 	61	 
	Section 703. Reports by Trustee
	 	 	62	 
	Section 704. Reports by Company and Guarantor
	 	 	63	 
	 
	 	 	 	 
	ARTICLE EIGHT : CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE; SUBSTITUTION
	 	 	64	 
	 
	 	 	 	 
	Section 801. Company or Guarantor May Consolidate, Etc., Only on Certain
Terms
	 	 	64	 
	Section 802. Substitution of the Company on Certain Terms
	 	 	65	 
	Section 803. Reserved
	 	 	66	 
	Section 804. Successor Corporation Substituted
	 	 	66	 
	 
	 	 	 	 
	ARTICLE NINE : SUPPLEMENTAL INDENTURES
	 	 	66	 
	 
	 	 	 	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	66	 
	Section 902. Supplemental Indentures with Consent of Holders
	 	 	68	 
	Section 903. Execution of Supplemental Indentures
	 	 	69	 
	Section 904. Effect of Supplemental Indentures
	 	 	69	 
	Section 905. Conformity with Trust Indenture Act
	 	 	69	 
	Section 906.
Reference in Securities to Supplemental Indentures
	 	 	69	 






iv









 








	 	 	 	 	 
	 	 	PAGE	 
	ARTICLE TEN : PARTICULAR COVENANTS OF COMPANY AND GUARANTOR
	 	 	70	 
	 
	 	 	 	 
	Section 1001. Payment of Principal, Premium and Interest by Company
	 	 	70	 
	Section 1002. Maintenance of Office or Agency by Company
	 	 	70	 
	Section 1003. Reserved
	 	 	70	 
	Section 1004. Reserved
	 	 	70	 
	Section 1005. Maintenance of Office or Agency by Guarantor
	 	 	70	 
	Section 1006. Money for Securities Payments to Be Held in Trust
	 	 	71	 
	Section 1007. Corporate Existence
	 	 	72	 
	Section 1008. Statement by Executive Officer as to Compliance; Statement as to
Default
	 	 	72	 
	Section 1009. Waiver of Certain Covenants
	 	 	73	 
	Section 1010. Additional Amounts
	 	 	73	 
	 
	 	 	 	 
	ARTICLE ELEVEN : REDEMPTION OF SECURITIES
	 	 	76	 
	 
	 	 	 	 
	Section 1101. Applicability of Article
	 	 	76	 
	Section 1102. Election to Redeem; Notice to Trustee
	 	 	76	 
	Section 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	76	 
	Section 1104. Notice of Redemption
	 	 	77	 
	Section 1105. Deposit of Redemption Price
	 	 	78	 
	Section 1106. Securities Payable on Redemption Date
	 	 	78	 
	Section 1107. Securities Redeemed in Part
	 	 	78	 
	Section 1108. Optional Redemption Due to Changes in Tax Treatment
	 	 	79	 
	 
	 	 	 	 
	ARTICLE TWELVE : SINKING FUNDS
	 	 	79	 
	 
	 	 	 	 
	Section 1201. Applicability of Article
	 	 	79	 
	Section 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	80	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	80	 
	 
	 	 	 	 
	Testimonium
	 	 	83	 
	Signatures
	 	 	83	 
	Acknowledgments
	 	 	83	 






v









 





     THIS INDENTURE is dated as of      , 2009, among Total Capital, a société anonyme
duly organized and existing under the laws of the Republic of France (herein called the “Company”),
having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France, and
TOTAL S.A., a société anonyme duly organized and existing under the laws of the Republic of France
(herein called the “Guarantor”), having its principal office at 2, place Jean Millier, La Défense
6, 92400 Courbevoie, 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.



     The Guarantor has duly authorized the execution and delivery of this Indenture.



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



Now, Therefore, This Indenture Witnesseth:




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



ARTICLE ONE

Definitions and Other Provisions

of General Application




Section 101. Definitions.




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




     (1) the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular;




     (2) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;



 









 






     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with 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 or the Guarantor, means either
the board of directors, or any committee of such board authorized to act for it hereunder, of the
Company or of the Guarantor, as the case may be.



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



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



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



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



2









 





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



     “Corporate Trust Office” means the office of the Trustee 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, 1002
and 1005 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 or the
Guarantor, as the case may be.



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.



     “Guarantee” means the relevant guarantee of the Guarantor to be granted pursuant to Section
205, the text of which shall be endorsed on any Security authenticated and delivered pursuant to
this Indenture.



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



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



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



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



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



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



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



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



     “Officer’s Certificate” means a certificate signed, in the case of either the Company or the
Guarantor, by a director thereof, or any other Person duly authorized (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 or the Guarantor. Each such opinion shall



4









 







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:




     (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




     (ii) Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company or the
Guarantor) in trust or set aside and segregated in trust by the Company or the Guarantor
(if the Company or the Guarantor shall act as Paying Agent) for the Holders of such
Securities; provided however, that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and




     (iii) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company;


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


5









 






upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Company, the Guarantor or
any other obligor upon the Securities or any Affiliate of the Company, the Guarantor or of such
other obligor.




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



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



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



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



     “pursuant to a Board Resolution” means actions or decisions taken pursuant thereto in
accordance with, in the case of the Company, Article L. 228-40 of the French Commercial Code and,
in the case of the Guarantor, Article L. 225-35 of the French Commercial Code.



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



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



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



     “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



6









 







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.



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



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



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



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



7









 







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”.



Section 102. Compliance Certificates and Opinions.




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



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




     (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




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




     (4) a statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.



8









 





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



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



Section 104. Acts of Holders.




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



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



9









 







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



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



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




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




     (1) the Trustee by any Holder, the Company or the Guarantor shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Division – Corporate Finance Unit, or at any other address
previously furnished in writing to the Company and the Guarantor, 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 and the Guarantor, or




     (2) the Company or the Guarantor 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, with a copy to the Guarantor, and in the case of the Guarantor, to or with it at
the address of its office specified in the first paragraph of this instrument, Attention:
Group Treasurer, or at any other address previously furnished in writing to the Trustee by
the Guarantor, with a copy to the Company.



Section 106. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address



10









 







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.



Section 107. Conflict with Trust Indenture Act.




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



Section 108. Effect of Headings and Table of Contents.




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



Section 109. Successors and Assigns.




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



Section 110. Separability Clause.




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



Section 111. Benefits of Indenture.




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



11









 





Section 112. Governing Law.




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



Section 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of the Securities of any
series which specifically states that such provision shall apply in lieu of this Section)) payment
of interest or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue
on the amount so payable for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.



Section 114. Submission to Jurisdiction.




     The Company agrees that any legal suit, action or proceeding arising out of or based upon the
Indenture or the Securities may be instituted in any state or Federal court in the Borough of
Manhattan, The City of New York, New York, United States of America, waives, to the extent it may
effectively do so, any objection which it may have now or hereafter to the laying of the venue of
any such suit, action or proceeding, and irrevocably submits to the jurisdiction of any such court
in any such suit, action or proceeding. The Company has designated and appointed 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 Guarantor and the Trustee) shall be deemed in every respect effective service of process upon
the Company in any such suit, action or proceeding and shall be taken and held to be valid personal
service upon the Company, whether or not the Company shall then be doing, or at any time shall have
done, business within the State of New York, and any such service of process shall be of the same
force and validity as if service were made upon it according to the laws governing the validity and
requirements of such service in such State, and waives all claim of error by reason of any such
service. Said designation and appointment shall be irrevocable until the Indenture shall have been
satisfied and discharged in accordance with Article Four. The Company agrees to take all action as
may be necessary to continue the designation and appointment of Corporation Service Company or any
successor



12









 







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.



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



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.



13









 





ARTICLE TWO

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



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



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



14









 





Section 202. Form of Face of Security.




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



Total Capital.




[Aggregate Principal Amount of the Issuance] [
                    %] Guaranteed [Zero

Coupon] [Note] [Debenture] Due                     




			
	 	 	 
	No.                     
	 	[currency                    ]






     Total Capital, a société anonyme duly organized and existing under the laws of the
Republic of France 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, 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



15









 







interest on a Security of any series,
then the Company will pay to the Holder of a Security of such series such additional amounts as may
be necessary in order that the net amounts paid to such Holder of such Security, after such
deduction or withholding, shall be not less than the amounts specified in such Security to which
such Holder is otherwise entitled; provided, however, that the Company shall not be required to
make any payment of additional amounts for or on account of:



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



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



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



     (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



16









 





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



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



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



17









 





     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 Capital




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 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”), among the Company, as issuer,
TOTAL S.A., as Guarantor (herein called the “Guarantor”), 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 Guarantor, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to [currency]                    ].



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



18









 







as percentages of the principal amount): If redeemed [on or before
                    ,
                    %, and if redeemed] during the 12-month period beginning
                     of the years
indicated,



	 	 	 	 	 	 	 
	Year
	 	Redemption

Price
	 	Year
	 	Redemption

Price
	 
	 	 
	 	 
	 	 




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




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



	 	 	 	 	 
	Year
	 	Redemption Price

For Redemption

Through Operation

of the Sinking Fund
	 	Redemption Price For

Redemption Otherwise

Than Through Operation

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



19









 







on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]



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



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



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



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



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



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



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the
Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal
amount of the Securities at the



20









 







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



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



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



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



21









 





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



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



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



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



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. Guarantee by Guarantor; Text of Guarantee




     On or prior to the issuance of Securities of any series pursuant to this Indenture, the
Guarantor shall grant a Guarantee with respect to such Securities by endorsing on such Securities
the text of the Guarantee in substantially the form set forth below, or in the form of such other
Guarantee as shall be established by or pursuant to a Board Resolution of the Guarantor and/or in
one or more indentures supplemental hereto. When Securities of a series on which the text of the
Guarantee is endorsed are executed,



22









 







authenticated and delivered pursuant to the provisions of
Section 303 hereof, the Guarantee shall bind the Guarantor with respect to such Securities.



Text of the Guarantee of TOTAL S.A.




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



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



     (a) any tax, assessment or other governmental charge which would not have been imposed but for
(i) the existence of any present or former connection between such Holder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such
Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its jurisdiction,
including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being



23









 







or having been a citizen or resident thereof or being or having
been present or engaged in trade or business therein or having or having had a permanent
establishment therein or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such payment became due
and payable or the date on which payment thereof is duly provided for, whichever occurs later;



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



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



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



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



     (f) any tax, assessment or other governmental charge which is imposed on a payment pursuant to
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 Guarantor of principal of or interest on a Security of any
series (i) for or on account of any present or future taxes, assessments or governmental charges of
whatever nature of any jurisdiction in which any successor to the Guarantor is organized, or any
political subdivision or taxing authority



24









 







thereof or therein; or (ii) if another Person merges into
or transfers its assets to the Guarantor pursuant to Section 801, for or on account of any taxes,
assessments or governmental charges levied by the jurisdiction in which such other Person is
organized, or by any political subdivision or taxing authority thereof, as a result of (x) the
Guarantor’s being treated as engaged in a trade or business, or having a permanent establishment,
in such jurisdiction and (y) the payment of principal or interest being allocable or attributable
to such trade or business or permanent establishment.



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



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



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



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



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



25









 





     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed manually or in
facsimile by a person duly authorized in that behalf.



	 	 	 	 	 
	 	 	TOTAL S.A.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






     Attest:



                                                                 



     Dated:
                                        



Section 206. Form of Legend for Global Securities.




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



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



ARTICLE THREE

The Securities




Section 301. Amount Unlimited; Issuable in Series.




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



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



26









 






     (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



27









 







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.



28









 





     If any of the terms of the series are established by action taken pursuant to a Board
Resolution of the Company or the Guarantor, a copy of an appropriate record of such action shall be
certified by the general counsel, a deputy general counsel, the secretary or assistant secretary of
the Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the
delivery of the Officer’s Certificate setting forth the terms of the series.



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



Section 302. Denominations.




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



Section 303. Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by one or more of its directors, or
any other Persons, as required, duly authorized 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.



     Each Guarantee with respect to the issuance of Securities of any series shall be executed on
behalf of the Guarantor by one or more of its directors, or any other Persons, as required, duly
authorized thereunto and attested by its general counsel, a deputy general counsel, its treasurer
or one of its deputy treasurers. The signature of any of such director or Person on the relevant
Guarantee may be manual or facsimile.



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



29









 





     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company (having endorsed thereon the
text of the Guarantee) to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of the Securities of
the series or the Guarantee, the text of which is endorsed thereon, have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,




     (a) if the form of such Securities or Guarantee has been established by or pursuant to
Board Resolution as permitted by Section 201, that such form has been established in
conformity with the provisions of this Indenture;




     (b) if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in conformity
with the provisions of this Indenture;




     (c) that such Securities, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles; and




     (d) that the Guarantee, when the Securities upon which the text of the Guarantee shall
have been endorsed, shall have been authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute a valid and legally binding obligation of the Guarantor
enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles.


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




     Each Security shall be dated the date of its authentication.



     No Security or the Guarantee as endorsed thereon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein



30









 







executed by the Trustee
by manual signature of an authorized officer, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated and
delivered hereunder and that such Security and the Guarantee as endorsed thereon is entitled to the
benefits of this Indenture.



Section 304. Temporary Securities.




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities substantially
of the tenor of the definitive Securities in lieu of which they are issued, and having endorsed
thereon the text of the Guarantee, which Securities and text of the Guarantee may be printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination and
with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, all as evidenced by such execution.



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



Section 305. Registration, Registration of Transfer and Exchange.




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



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



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of a like aggregate



31









 







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



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



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



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



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



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



     Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in
the names of Persons other than the Depositary for such series or its nominee if, but only if, (i)
such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for
such series or at any time ceases to be a clearing agency registered as such under the Exchange
Act, as amended, and the Company and/or the Guarantor notify the Trustee that they are unable to
locate a qualified successor Depositary, (ii) the Company and/or the Guarantor execute and deliver
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



32









 







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, having endorsed thereon the text of the Guarantee, and bearing
a number not contemporaneously Outstanding.



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



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



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



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



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



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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
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



34









 







by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.



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



Section 308. Persons Deemed Owners.




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



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



     None of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or
the Trustee shall have any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security, 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 or the
Guarantor may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the Company has
not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as



35









 







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 or the Guarantor to make any payment
of the principal thereof, or the premium or interest thereon, shall not be discharged or satisfied
by any tender by the Company, or recovery by the Trustee, in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the Trustee timely
holding the full amount of the Required Currency then due and payable. If any such tender or
recovery is in a currency other than the Required Currency, the Trustee may take such actions as it
considers appropriate to exchange such currency for the Required Currency. The costs and risks of
any such exchange, including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company and the Guarantor, and the Company and the Guarantor shall remain
liable for any shortfall or delinquency in the full amount of Required Currency then due and
payable.



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



36









 





ARTICLE FOUR

Satisfaction and Discharge




Section 401. Satisfaction and Discharge of Indenture.




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




     (1) either




     (A) all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 306 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company
or the Guarantor and thereafter repaid to the Company or the Guarantor or
discharged from such trust, as provided in Section 1006) have been delivered to the
Trustee for cancellation; or




     (B) all such Securities not theretofore delivered to the Trustee for
cancellation




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one
year, or




     (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company,




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




     (2) the Company or the Guarantor has paid or caused to be paid all other sums payable
hereunder by the Company; and




     (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel each stating that all conditions precedent herein



37









 







provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



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



Section 402. Application of Trust Money.




     Subject to the provisions of the last paragraph of Section 1006, all money and the proceeds of
any U.S. Government Obligations deposited with the Trustee pursuant to Section 401 or 403 shall be
held in trust and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company or
the Guarantor acting as Paying Agent) as the Trustee may determine, of the principal (and premium,
if any) and interest to the Holders of the series of Securities for the payment in respect of which
such money has been deposited with the Trustee.



     The Company or the Guarantor shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section
403 or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities. The obligations
of the Company and the Guarantor pursuant to this paragraph shall be joint and several.



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



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




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



38









 







Section 501(6) (“Covenant Defeasance”), with respect to any series of
Securities at any time after the applicable conditions set forth below have been satisfied:




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




     (2) if the Securities of such series are then listed on the New York Stock Exchange,
the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel to
the effect that the exercise of the option under this Section 403 would not cause such
Securities to be delisted;




     (3) no Event of Default or event which with notice or lapse of time would become an
Event of Default under Section 501(1), (2), (3) 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 or the Guarantor shall have delivered to the Trustee an Opinion of
Counsel to the effect that holders of the Securities of such series will not recognize
income, gain or loss for U.S. Federal income tax purposes as a result of the exercise of
the option under this Section 403 and will be subject to U.S. Federal income tax on the
same amount and in the same manner and at the
same times as would have been the case if such option had not been exercised, and, in
the case of Securities being Discharged, such opinion shall be accompanied by a private
letter ruling to that effect received from the United States Internal Revenue Service or a
revenue ruling pertaining to a comparable form of transaction to that effect published by
the United States Internal Revenue Service;




     (5) if the Company or the Guarantor has deposited or caused to be deposited money or
U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and
interest on the Outstanding Securities of a series to and including a Redemption Date
pursuant to subparagraph (1) hereof, such Redemption Date shall be irrevocably designated
by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such
money or U.S. Government Obligations and such Board Resolution shall be accompanied by an



39









 







irrevocable Company Request that the Trustee give notice of such redemption in the name and
at the expense of the Company not less than 30 nor more than 60 days prior to such
Redemption Date in accordance with Section 1104; and




     (6) the Company or the Guarantor shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent with
respect to such Discharge or Covenant Defeasance have been complied with.


“Discharged” means that the Company and Guarantor shall be deemed to have paid and discharged the
entire indebtedness represented by, and obligations under, the Securities of such series and the
Guarantee relating thereto and to have satisfied all the obligations under this Indenture relating
to the Securities of such series and the Guarantee relating thereto (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), except (A) the
rights of holders of Securities of such series to receive, from the trust fund described in
clause (1) above payment of the principal of and the interest on such Securities when such payments
are due; (B) the Company’s or the Guarantor’s obligations, as the case may be, with respect to such
Securities under Sections 305, 306, 1002, 1005 and 1006; and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.




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



     In the event that Securities in respect of which the Company or the Guarantor 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 or the Guarantor 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.



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



40









 







Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body):




     (1) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any Security
of that series at its Maturity; or




     (3) default in the deposit of any sinking fund payment, when and as due by the terms
of a Security of that series; or




     (4) default in the performance, or breach, of any covenant or warranty of the Company
or the Guarantor in this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or breach for a period
of 90 days after there has been given, by registered or certified mail, to the Company and
the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or




     (5) the Company or the Guarantor applies for the appointment of a conciliator
(conciliateur) or enters into an amicable settlement (accord amiable) with its creditors or
is subject to a judgment ordering liquidation proceedings (liquidation judiciaire) or the
transfer of its entire business (cession totale de l’entreprise), or is in state of
mandatory suspension of payments (cessation de paiements) or is made the object of
bankruptcy proceedings (procédure collective ou de faillite), or takes any similar action
or is subject to any similar proceedings
under any applicable bankruptcy, insolvency, reorganization or similar law of the
Company’s or the Guarantor’s jurisdiction of incorporation if it is other than the Republic
of France; or




     (6) the Guarantee is not (or is claimed by the Guarantor not to be) in full force or
effect in respect of such Securities; or




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



     Upon receipt by the Trustee of any Notice of Default pursuant to this Section 501, (i) with
respect to Securities of a series all or part of which is represented by a Global Security, a
record date shall be established, which record date shall be at the close of business on the day
the Trustee receives such Notice of Default, and (ii) with respect to any other series of
Securities, the Trustee may, but shall not be obligated to, establish a



41









 







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 the Guarantor
(and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.



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




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




     (A) all overdue interest on all Securities of that series,




     (B) the principal of (and premium, if any, on) any Securities of that series
which have become due otherwise than by such declaration of



42









 







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 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



43









 







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, the Guarantor or any other obligor upon such Securities and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the
property of the Company, the Guarantor or any other obligor upon such Securities, wherever
situated.



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



Section 504. Trustee May File Proofs of Claim.




     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative
to the Company, the Guarantor or any other obligor upon the Securities or the property of the
Company, the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the
Company or the Guarantor for the



44









 







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



45









 






     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.




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



46









 







redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.



Section 509. Restoration of Rights and Remedies.




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



Section 510. Rights and Remedies Cumulative.




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



Section 511. Delay or Omission Not Waiver.




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



Section 512. Control by Holders.




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




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture;




     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and




     (3) subject to the provisions of Section 601, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a



47









 







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 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



48









 







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, the Guarantor or the Trustee.



Section 515. Waiver of Stay or Extension Laws.




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



ARTICLE SIX

The Trustee




Section 601. Certain Duties and Responsibilities.



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




     (1) the Trustee undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall



49









 







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 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



50









 







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




     (c) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, conclusively rely upon an Officer’s
Certificate;




     (d) the Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;




     (e) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders pursuant
to this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;




     (f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its



51









 







discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to
examine the relevant books, records and premises of the Company and the Guarantor,
personally or by agent or attorney;




     (g) the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder;




     (h) the Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be 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;




     (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



52









 







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 or the Guarantor, and the Trustee
or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.



Section 605. May Hold Securities.




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



Section 606. Money Held in Trust.




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



Section 607. Compensation and Reimbursement.




     The Company and the Guarantor agree:




     (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this



53









 







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



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



     “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 and the Guarantor.



     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 608 after written request therefor
by the Company or the Guarantor or by any Holder who has been a bona fide Holder of a
Security for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or the Guarantor or by any such Holder, or




     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be



55









 







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
Guarantor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a Security of
such series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.



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



Section 611. Acceptance of Appointment by Successor.




     (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed



56









 







or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company, the
Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its
lien provided for in Section 607.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the Guarantor, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall continue to be vested
in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees 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
and the Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, subject nevertheless, to its lien provided for in Section 607.



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



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



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



Section 614. Co-trustees and Separate Trustees.




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



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



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



     (a) the Securities shall be authenticated and delivered, and all rights, powers, duties and
obligations hereunder in respect of the custody of securities, cash and other



58









 







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



59









 







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



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



60









 





     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, Company and Guarantor



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




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




     (a) semi-annually, not more than 15 days after each Regular Record Date for any series
of Securities at the time Outstanding (or after each of the dates to be specified for such
purpose for non-interest bearing Securities as contemplated by Section 301), a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders of Securities of such series as of such Regular Record Date, and




     (b) at such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company or the Guarantor of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time
such list is furnished;


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




Section 702. Preservation of Information; Communications to Holders.




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



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



61









 





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



Section 703. Reports by Trustee.




     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 the Guarantor (or by any other obligor on the
Securities) to the Trustee in its individual capacity, on the date of such report, with a
brief description of any property held as collateral security therefor, except an
indebtedness based upon a creditor relationship arising in any manner described in Section
311(b) (2), (3), (4) or (6) of the Trust Indenture Act;




     (5) any change to the property and funds, if any, physically in the possession of the
Trustee as such on the date of such report;




     (6) any additional issue of Securities which the Trustee has not previously reported;
and




     (7) any action taken by the Trustee in the performance of its duties hereunder which
it has not previously reported and which in its opinion materially



62









 







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



Section 704. Reports by Company and Guarantor.




     The Company and the Guarantor shall:




     (1) file with the Trustee, within 15 days after the Company or the Guarantor, as the
case may be, is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company or the Guarantor
may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company or the Guarantor is not required to file information,
documents or reports pursuant to either of said Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such of the supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the Exchange Act in respect of
a security listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;




     (2) file with the Trustee and the Commission, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided in such Act; and



63









 






     (3) transmit by mail to all Holders, as their names and addresses appear in the
Security Register, within 30 days after the filing thereof with the Trustee, such summaries
of any information, documents and reports required to be filed by the Company or the
Guarantor, as the case may be, pursuant to 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 or Guarantor May Consolidate, Etc., Only on Certain Terms.




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




     (1) in case the Company or the Guarantor, as the case may be, shall consolidate or
amalgamate with or merge into another corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, the corporation formed by such consolidation or amalgamation or into which the
Company or the Guarantor, as the case may be, is merged or the Person which acquires by
conveyance or transfer, or which leases, the properties and assets of the Company or the
Guarantor, as the case may be, substantially as an entirety shall be a corporation
organized and validly existing under the laws of the applicable jurisdiction, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, in the case of the Company, the due and
punctual payment of the principal of (and premium, if any) and interest on all the
Securities and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed, and, in the case of the Guarantor, the due and
punctual performance of the Guarantee and the performance of every covenant of this
Indenture on the part of the Guarantor to be performed or observed;



64









 






     (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or the Guarantor, as the case may be, or any of
its Subsidiaries as a result of such transaction as having been incurred by the Company or
the Guarantor, as the case may be, or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and




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



Section 802. Substitution of the Company on Certain Terms.




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




     (1) the Guarantor or such Subsidiary shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any) and
interest on all the Securities and the performance of every covenant of this Indenture on
the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or any of its Subsidiaries as a result of such
transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default, and
no event which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and




     (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that such substitution of the Company and such supplemental
indenture, complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.



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



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Section 803. Reserved.



Section 804. Successor Corporation Substituted.




     (a) Notwithstanding the provisions of article L. 228-72 and L. 228-73 of the French Commercial
Code, upon any consolidation or amalgamation by the Company or the Guarantor, as the case may be,
with or merger by the Company or the Guarantor, as the case may be, into any other corporation or
any conveyance, transfer or lease of the properties and assets of the Company or the Guarantor, as
the case may be, substantially as an entirety in accordance with Section 801, the successor
corporation formed by such consolidation or amalgamation or into which the Company or the
Guarantor, as the case may be, is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company or
the Guarantor, as the case may be, under this Indenture with the same effect as if such successor
corporation had been named as the Company or the Guarantor, as the case may be, herein, and
thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities or the Guarantee, as the case may
be.



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



ARTICLE NINE

Supplemental Indentures




Section 901. Supplemental Indentures Without Consent of Holders.




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




     (1) to evidence the succession of another corporation, including as substitute
obligor, to the Company or the Guarantor and the assumption by any such successor of the
covenants of the Company or the Guarantor herein and in the Securities or the Guarantee; or




     (2) to add to the covenants of the Company or of the Guarantor for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for the benefit
of less than all series of Securities, stating that such covenants



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are expressly being
included solely for the benefit of such series) or to surrender any right or power herein
conferred upon the Company or the Guarantor; or




     (3) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for the
benefit of less than all series of Securities, stating that such additional Events of
Default are expressly being included solely for the benefit of such series); or




     (4) to add any additional present, future or contingent payment obligation of the
Guarantor under the Guarantee or any future guarantee for the benefit of the Holders of all
or any series of Securities (and if such additional payment obligations are to be for the
benefit of less than all series of Securities, stating that such additional payment
obligations are expressly being included solely for the benefit of such series); or




     (5) to add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest coupons, or to
permit or facilitate the issuance of Securities in uncertificated form; or




     (6) to add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided, however, that any such addition, change or
elimination shall become effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or




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




     (8) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b); or




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




     (10) 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.



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Section 902. Supplemental Indentures with Consent of Holders.




     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company, the Guarantor and the Trustee, the Company, when authorized by a
Board Resolution, the Guarantor, when authorized by or pursuant to a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce the amount
of the principal of an Original Issue Discount Security or any other Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502, or change any Place of Payment where, or the coin or currency in which, any
Security or any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or




     (3) modify any of the provisions of this Section, Section 513 or Section 1009, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby, provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the references to
“the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of
this proviso, in accordance with the requirements of Sections 611(b) and 901(8), or




     (4) change in any manner adverse to the interests of the Holders of Securities the
terms and conditions of the obligations of the Guarantor in respect of the due and prompt
payment of the principal thereof (and premium, if any) and interest thereon or any sinking
fund payments provided in respect thereof.



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of



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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.



Section 905. Conformity with Trust Indenture Act.




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



Section 906. Reference in Securities to Supplemental Indentures.




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



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executed by the Company, with the text of the Guarantee endorsed
thereon, and such Securities may be authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.



ARTICLE TEN

 Particular Covenants of Company and Guarantor




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




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



Section 1002. Maintenance of Office or Agency by Company.




     The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.



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


Section 1003. Reserved.



Section 1004. Reserved.



Section 1005. Maintenance of Office or Agency by Guarantor.




     The Guarantor will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment under the
Guarantee and where notices and demands to or upon the Guarantor in respect of the Guarantee of the
Securities of that series and this Indenture may be served. The Guarantor will give prompt written
notice to the Trustee of the location, and any



70









 







change in the location, of such office or agency. If
at any time the Guarantor shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and the Guarantor
hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and
demands.



     The Guarantor may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for such purpose or where such
notices or demands may be served and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Guarantor of its
obligation to maintain an office or agency in each Place of Payment for Securities of any series
for such purposes. The Guarantor will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency.



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




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



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



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




     (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying
Agent and




     (ii) during the continuance of any default by the Company (or any other obligor on the
Securities of that series) in the making of any payment in respect of the Securities of
that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the Securities of such series.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct



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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.



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



Section 1007. Corporate Existence.




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



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




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



     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



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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 and the Guarantor may omit in any particular instance to comply with any term,
provision or condition set forth in any covenant set forth in any indenture supplemental to this
Indenture or otherwise established pursuant to Section 301 with respect to the Securities of any
series if before the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective, the obligations of
the Company and the Guarantor and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.



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



Section 1010. Additional Amounts.




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



     (a) any tax, assessment or other governmental charge which would not have been imposed but for
(i) the existence of any present or former connection between such Holder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or



73









 







possessor of a power over, such Holder, if such
Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any
political subdivision or territory or possession thereof or area subject to its jurisdiction,
including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or resident thereof or being or having
been present or engaged in trade or business therein or having or having had a permanent
establishment therein; or (ii) the presentation of a Security of such series (where presentation is
required) for payment on a date more than 30 days after the date on which such payment became due
and payable or the date on which payment thereof is duly provided for, whichever occurs later;



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



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



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



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



     (f) any tax, assessment or other governmental charge which is imposed on a payment pursuant to
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.



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     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; 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 or the Guarantor will furnish
the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee,
with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the Securities of that series
or under the related Guarantee shall be made to Holders of Securities of that series without
withholding for or on account of any tax, assessment or other governmental charge described in the
Securities of that series or the related Guarantee. If any such withholding shall be required,
then such Officer’s Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities and the Company or the Guarantor (only if a
payment under the Guarantee is then due in respect of such Securities), as the case may be, will
pay to the Trustee or such Paying Agent or Paying Agents the additional amounts required by this
Section.



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



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



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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 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.



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



Section 1105. Deposit of Redemption Price.




     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.



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



ARTICLE TWELVE

Sinking Funds




Section 1201. Applicability of Article.




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



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and



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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.



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, and the Guarantor has caused this Indenture, to be duly executed on its behalf by
               , its duly appointed attorney-in-fact, all as of the day and year first above
written.



	 	 	 	 	 
	 	 	Total Capital
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 





Attest:



	 	 	 
	 

Corporate Secretary

	 	 






	 	 	 	 	 
	 	 	TOTAL S.A.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Attorney-in-fact
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 	 	The Bank of New
York Mellon, as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 





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Schedule 608




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





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