Exhibit 4.1


 


EXECUTION COPY


 


 




 





RHODIA


 


10.250% DOLLAR-DENOMINATED SENIOR NOTES DUE
2010


 












 


INDENTURE


 


Dated as of May 17, 2004


 












 


THE BANK OF NEW YORK


 


Trustee, Paying Agent and Transfer Agent


 


and


 


THE BANK OF NEW YORK (LUXEMBOURG) S.A.


 


Luxembourg Paying Agent and Transfer Agent


 












 




 




















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
  7.10

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.05

  
	
  (b)

  	
   

  	
  12.03

  
	
  (c)

  	
   

  	
  12.03

  
	
  313(a)

  	
   

  	
  7.06

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
  (c)

  	
   

  	
  7.06; 12.02

  
	
  (d)

  	
   

  	
  7.06

  
	
  314(a)

  	
   

  	
  4.03; 12.02; 12.05

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  12.04

  
	
  (c)(2)

  	
   

  	
  12.04

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  12.05

  
	
  (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  7.01

  
	
  (b)

  	
   

  	
  7.05; 
  12.02

  
	
  (c)

  	
   

  	
  7.01

  
	
  (d)

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
  6.11

  
	
  316(a) (last sentence)

  	
   

  	
  2.09

  
	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  6.07

  
	
  (c)

  	
   

  	
  2.12

  
	
  317(a)(1)

  	
   

  	
  6.08

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
  2.04

  
	
  318(a)

  	
   

  	
  12.01

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)

  	
   

  	
  12.01

  



 












N.A.
means not applicable.

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


 


i

















 


TABLE
OF CONTENTS


 


	
  ARTICLE 1

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
  Section 1.01 . 
  Definitions.

  	
   

  
	
  Section 1.02
  .  Other
  Definitions.

  	
   

  
	
  Section 1.03 . 
  Incorporation by Reference of Trust Indenture Act

  	
   

  
	
  Section 1.04 . 
  Rules of Construction

  	
   

  
	
   

  	
   

  
	
  ARTICLE 2

  
	
  THE
  NOTES

  
	
   

  	
   

  
	
  Section 2.01 . 
  Form and Dating.

  	
   

  
	
  Section 2.02 . 
  Execution and Authentication.

  	
   

  
	
  Section 2.03 . 
  Paying Agent, Registrar and Transfer Agents.

  	
   

  
	
  Section 2.04 . 
  Paying Agent to Hold Money in Trust.

  	
   

  
	
  Section 2.05 . 
  Holder Lists.

  	
   

  
	
  Section 2.06 .  Transfer and Exchange.

  	
   

  
	
  Section 2.07 . 
  Replacement Notes.

  	
   

  
	
  Section 2.08 . 
  Outstanding Notes.

  	
   

  
	
  Section 2.09 . 
  Treasury Notes.

  	
   

  
	
  Section 2.10 . 
  Temporary Notes.

  	
   

  
	
  Section 2.11 . 
  Cancellation.

  	
   

  
	
  Section 2.12 . 
  Defaulted Interest.

  	
   

  
	
  Section 2.13 . 
  Further Issues.

  	
   

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

  	
   

  
	
  Section 2.15 .  Fees, Duties
  and Taxes.

  	
   

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

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3

  
	
  REDEMPTION AND REPAYMENT

  
	
   

  	
   

  
	
  Section 3.01 . 
  Notices to Trustee.

  	
   

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

  	
   

  
	
  Section 3.03 . 
  Notice of Redemption

  	
   

  
	
  Section 3.04 . 
  Effect of Notice of Redemption.

  	
   

  
	
  Section 3.05 . 
  Deposit of Redemption or Purchase Price.

  	
   

  
	
  Section 3.06 . 
  Notes Redeemed or Purchased in Part.

  	
   

  
	
  Section 3.07 . 
  Optional Redemption.

  	
   

  
	
  Section 3.08 . 
  Redemption for Taxation Reasons.

  	
   

  
	
  Section 3.09 . 
  Mandatory Redemption.

  	
   

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

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4

  
	
  COVENANTS

  
	
   

  	
   

  
	
  Section 4.01 . 
  Payment of Notes.

  	
   

  
	
  Section 4.02 . 
  Maintenance of Office or Agency.

  	
   

  



 


ii

















 


	
  Section 4.03 . 
  Reports.

  	
   

  
	
  Section 4.04 . 
  Compliance Certificate.

  	
   

  
	
  Section 4.05 . 
  Taxes.

  	
   

  
	
  Section 4.06 . 
  Stay, Extension and Usury Laws.

  	
   

  
	
  Section 4.07 . 
  Restricted Payments.

  	
   

  
	
  Section 4.08 . 
  Dividend and Other Payment Restrictions Affecting Subsidiaries.

  	
   

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

  	
   

  
	
  Section 4.10 . 
  Asset Sales.

  	
   

  
	
  Section 4.11 . 
  Transactions with Affiliates.

  	
   

  
	
  Section 4.12 . 
  Liens.

  	
   

  
	
  Section 4.13 . 
  Business Activities.

  	
   

  
	
  Section 4.14 . 
  Corporate Existence.

  	
   

  
	
  Section 4.15 . 
  Offer to Repurchase Upon Change of Control.

  	
   

  
	
  Section 4.16 . 
  Limitation on Sale and Leaseback Transactions.

  	
   

  
	
  Section 4.17 . 
  Payments for Consent.

  	
   

  
	
  Section 4.18 . 
  Designation of Restricted and Unrestricted Subsidiaries.

  	
   

  
	
  Section 4.19 . 
  [Reserved].

  	
   

  
	
  Section 4.20 . 
  Additional Amounts.

  	
   

  
	
  Section 4.21 . 
  Limitations on Issuances of Guarantees of Debt.

  	
   

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

  	
   

  
	
   

  	
   

  
	
  ARTICLE 5

  
	
  SUCCESSORS

  
	
   

  	
   

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

  	
   

  
	
  Section 5.02 . 
  Successor Corporation Substituted.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6

  
	
  DEFAULTS AND REMEDIES

  
	
   

  	
   

  
	
  Section 6.01 . 
  Events of Default.

  	
   

  
	
  Section 6.02 . 
  Acceleration.

  	
   

  
	
  Section 6.03 . 
  Other Remedies.

  	
   

  
	
  Section 6.04 . 
  Waiver of Past Defaults.

  	
   

  
	
  Section 6.05 . 
  Control by Majority.

  	
   

  
	
  Section 6.06 . 
  Limitation on Suits.

  	
   

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

  	
   

  
	
  Section 6.08 . 
  Collection Suit by Trustee.

  	
   

  
	
  Section 6.09 . 
  Trustee May File Proofs of Claim.

  	
   

  
	
  Section 6.10 . 
  Priorities.

  	
   

  
	
  Section 6.11 . 
  Undertaking for Costs.

  	
   

  
	
  Section 6.12 . 
  Restoration of Rights and Remedies.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 7

  
	
  TRUSTEE

  
	
   

  	
   

  
	
  Section 7.01 . 
  Duties of Trustee.

  	
   

  
	
  Section 7.02 . 
  Rights of Trustee.

  	
   

  
	
  Section 7.03 . 
  Individual Rights Of Trustee.

  	
   

  
	
  Section 7.04 . 
  Trustee’s Disclaimer.

  	
   

  
	
  Section 7.05 . 
  Notice of Defaults.

  	
   

  



 


iii

















 


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

  	
   

  
	
  Section 7.07 . 
  Compensation and Indemnity.

  	
   

  
	
  Section 7.08 . 
  Replacement of Trustee.

  	
   

  
	
  Section 7.09 . 
  Successor Trustee by Merger, etc.

  	
   

  
	
  Section 7.10 . 
  Eligibility; Disqualification.

  	
   

  
	
  Section 7.11 . 
  Preferential Collection of Claims Against Company.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 8

  
	
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  	
   

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

  	
   

  
	
  Section 8.02 . 
  Legal Defeasance and Discharge.

  	
   

  
	
  Section 8.03 . 
  Covenant Defeasance.

  	
   

  
	
  Section 8.04 . 
  Conditions to Legal or Covenant Defeasance.

  	
   

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

  	
   

  
	
  Section 8.06 . 
  Repayment to Company.

  	
   

  
	
  Section 8.07 . 
  Reinstatement.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 9

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  
	
   

  	
   

  
	
  Section 9.01 . 
  Without Consent of Holders of Notes.

  	
   

  
	
  Section 9.02 . 
  With Consent of Holders of Notes.

  	
   

  
	
  Section 9.03 . 
  Compliance with Trust Indenture Act.

  	
   

  
	
  Section 9.04 . 
  Revocation and Effect of Consents.

  	
   

  
	
  Section 9.05 . 
  Notation on or Exchange of Notes.

  	
   

  
	
  Section 9.06 . 
  Trustee to Sign Amendments, etc.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10

  
	
  [RESERVED]

  
	
   

  	
   

  
	
  ARTICLE 11

  
	
  SATISFACTION
  AND DISCHARGE

  
	
   

  	
   

  
	
  Section 11.01 . 
  Satisfaction and Discharge.

  	
   

  
	
  Section 11.02 . 
  Application of Trust Money.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 12

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 12.01 . 
  Trust Indenture Act Controls.

  	
   

  
	
  Section 12.02 . 
  Notices

  	
   

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

  	
   

  
	
  Section 12.04 . 
  Certificate and Opinion as to Conditions Precedent.

  	
   

  
	
  Section 12.05 . 
  Statements Required in Certificate or Opinion.

  	
   

  
	
  Section 12.06 . 
  Rules by Trustee and Agents.

  	
   

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

  	
   

  
	
  Section 12.08 . 
  Legal Holidays.

  	
   

  
	
  Section 12.09 . 
  Governing Law.

  	
   

  



 


iv

















 


	
  Section 12.10 . 
  Submission to Jurisdiction.

  	
   

  
	
  Section 12.11 .  Service
  of Process.

  	
   

  
	
  Section 12.12 .  Value
  Added Tax.

  	
   

  
	
  Section 12.13 . 
  No Adverse Interpretation of Other Agreements.

  	
   

  
	
  Section 12.14 . 
  Currency

  	
   

  
	
  Section 12.15 . 
  Currency Calculation

  	
   

  
	
  Section 12.16 . 
  Information

  	
   

  
	
  Section 12.17 . 
  Successors.

  	
   

  
	
  Section 12.18 . 
  Severability.

  	
   

  
	
  Section 12.19 . 
  Counterpart Originals.

  	
   

  
	
  Section 12.20 . 
  Table Of Contents, Headings, etc.

  	
   

  



 


 


	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  Exhibit
  A

  	
   

  	
  FORM
  OF NOTE

  
	
  Exhibit
  B

  	
   

  	
  FORM
  OF CERTIFICATE OF TRANSFER

  
	
  Exhibit
  C

  	
   

  	
  FORM
  OF CERTIFICATE OF EXCHANGE

  
	
  Exhibit
  D

  	
   

  	
  FORM
  OF SUPPLEMENTAL INDENTURE

  
	
  Exhibit
  E

  	
   

  	
  FORM
  OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

  



 


v

















 


INDENTURE dated as of May 17, 2004 among Rhodia, a société anonyme organized
under the laws of France  (the “Company”),
The Bank of New York, as trustee, paying agent and transfer agent (the “Trustee”),
and The Bank of New York (Luxembourg) S.A., as Luxembourg paying agent and
transfer agent.


 


The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders (as defined herein)
of its (i) 10.250% Senior Notes due 2010 issued on the date hereof (the “Original
Notes”), (ii) Additional Notes (as defined herein) that may be
issued on any date after the date hereof (all such notes referred to in clauses
(i) and (ii) being referred to as the “Initial Notes”) and (iii) 10.250% Senior
Notes due 2010 registered by the Company pursuant to the Registration Rights
Agreement and distributed by the Company in exchange for the Initial Notes
pursuant to the Registration Rights Agreement (the “Exchange Notes” and, together
with the Initial Notes, the “Notes”); and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.  Except as otherwise provided herein,
$647,500,000 in aggregate principal amount of Notes shall be initially issued
on the date hereof.


 


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


 


ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.  Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Affected Facilities”
means any Debt of the Company or any of its Restricted Subsidiaries existing on
the date of this Indenture other than Debt incurred through the 


 


1

















 


issuance of bonds or notes in the capital markets and outstanding on
such date, in each case, as amended, restated, refunded, renewed, replaced or
refinanced (including increasing the amount borrowed thereunder) in whole or in
part from time to time.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10%
or more of the Voting Stock of a Person will be deemed to be control. For
purposes of this definition, the terms “controlling,” “controlled by” and
“under common control with” have correlative meanings.


 


“Agent”
means any Registrar, co-registrar, if any, Paying Agent, Transfer Agent or
additional paying agent.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or
for beneficial interests in any Global Note, the rules and procedures of the
Depositary that apply to such transfer or exchange.


 


“Asset
Sale” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


(7)                                  any sale, lease or
other disposition in the ordinary course of business of obsolete, worn out or
damaged equipment no longer being used by the Company or its Restricted
Subsidiaries;


 


(8)                                  any sale or
disposition deemed to occur in connection with creating or granting any
Permitted Lien;


 


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


 


(10)                            the sale or other
disposition of cash or Cash Equivalents; and


 


(11)                            a Restricted Payment or
Permitted Investment that is permitted by Section 4.07 hereof.


 


“Attributable
Debt” in respect of a Sale and Leaseback Transaction means, at the
time of determination, the present value of the obligation of the lessee for
net rental payments during the remaining term of the lease included in such
Sale and Leaseback Transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such lease, determined in accordance with GAAP.


 


 “Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” will be deemed to have beneficial ownership of all securities
that such “person” has the right to acquire by conversion or exercise of other
securities, whether such right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition. The terms “Beneficially Owns”
and “Beneficially Owned” have a corresponding meaning.


 


“Board
of Directors” means:


 


(1)                                  with respect to a
corporation or société anonyme, the board of directors of the corporation
or société
anonyme or, except in the context of the definition of “Change of
Control”, any committee thereof;


 


(2)                                  with respect to a
partnership, the board of directors of the general partner of the partnership;
and


 


(3)                                  with respect to any
other Person, the board or committee of such Person serving a similar function.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors of the Company and to be in full force and effect on the date of
such certification.


 


“Book-Entry
Interest” means a beneficial interest in a Global Note held by or
through a Participant.


 


“Business
Day” means each day (other than a Saturday or a Sunday) on which
banks and financial institutions are open in New York, London, Luxembourg and
Paris and which is 


 


3

















 


a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open.


 


“Capital
Lease Obligation” means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.


 


“Capital
Stock” means:


 


(1)                                  in the case of a
corporation or company, capital stock or share capital;


 


(2)                                  in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock;


 


(3)                                  in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited); and


 


(4)                                  any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person,


 


but excluding any debt securities convertible into such capital stock.


 


“Cash
Equivalents” means:


 


(1)                                  United States
dollars, euro, the other official currencies of any member of the European
Union or any country located in North America, Switzerland or Japan and, in the
case of any Restricted Subsidiary located outside any of those jurisdictions,
such local currencies held from time to time by such Restricted Subsidiary in
the ordinary course of business;


 


(2)                                  securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality of the United States government or a member of the
European Union, or any agency or instrumentality thereof (provided that the full faith
and credit of the United States or such member, as the case may be, is pledged
in support of those securities) having maturities of not more than one year
from the date of acquisition;


 


(3)                                  certificates of
deposit and eurodollar time deposits with maturities of one year or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding six
months and overnight bank deposits, in each case, with any commercial bank
having capital and surplus in excess of €500.0 million and a Thomson Bank Watch
Rating (or the successor thereto) of “B” or better;


 


(4)                                  repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above;


 


(5)                                  commercial paper
rated at least A2/P2 by Moody’s or S&P and in each case maturing within one
year after the date of acquisition;


 


4

















 


(6)                                  in the case of any
Restricted Subsidiary located outside the United States and the European Union,
any substantially similar investment to the kinds described in clauses (3)
through (5) of this definition obtained in the ordinary course of business and
with the highest ranking obtainable in the applicable jurisdiction; and


 


(7)                                  money market funds at
least 95% of the assets of which constitute Cash Equivalents of the kinds
described in clauses (1) through (5) of this definition.


 


“Change
of Control” means the occurrence of any of the following:


 


(1)                                  the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act);


 


(2)                                  the adoption of a
plan relating to the liquidation or dissolution of the Company;


 


(3)                                  the consummation of
any transaction (including, without limitation, any merger or consolidation)
the result of which is that any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of the Company,
measured by voting power rather than number of shares; or


 


(4)                                  during any
consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office.


 


“Clearstream”
means Clearstream Banking, S.A.


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


(5)                                  the amount of any
restructuring and environmental charges (calculated in manner consistent with
the calculation of “restructuring and environmental costs” in the restated
consolidated statement of operations presented in the Company’s Form 20-F for
the year ended December 31, 2003) of such Person for such period, to the
extent that such charge was deducted in computing such Consolidated Net Income;
less


 


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


 


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


 


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


 


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


 


(2)                                  amortization of debt
discount;


 


(3)                                  capitalized interest;


 


(4)                                  non-cash interest
expense;


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Credit
Facilities” means one or more debt facilities (including, without
limitation, the €758 million multicurrency revolving credit facility dated
March 31, 2004 between the 


 


7

















 


Company and BNP Paribas, Crédit Agricole Indosuez S.A., HSBC CCF and
others and the bilateral revolving credit facilities with banks existing on the
date of this Indenture) or commercial paper facilities, in each case with banks
or other institutional lenders providing for revolving credit loans, term loans
or letters of credit, in each case, as amended, restated, refunded, renewed,
replaced or refinanced (including increasing the amount borrowed thereunder) in
whole or in part from time to time.


 


“Custodian”
means The Bank of New York and any and all successors thereto appointed as
Custodian hereunder and having become such pursuant to the applicable
provisions hereof.


 


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


 


(1)                                  in respect of
borrowed money;


 


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


 


(3)                                  in respect of
bankers’ acceptances;


 


(4)                                  representing Capital
Lease Obligations;


 


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


 


(6)                                  representing any
Hedging Obligations,


 


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


 


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


 


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


 


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


 


Notwithstanding the foregoing, “Debt” shall not include (A) advance
payments by customers in the ordinary course of business for services or
products to be provided or delivered in the future, (B) obligations under or in
respect of Receivables Facilities, (C) deferred taxes or (D) operating leases
in effect on the Issue Date that are reclassified as capital leases as a result
of changes to GAAP.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default.


 


8

















 


“Definitive
Note” or “Definitive Registered Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Sections 2.06, 2.07 and 2.10 hereof, substantially in the form
of Exhibit A hereto except that such Note shall not bear the Global Note Legend
and shall not have the “Schedule of Exchanges of Interests in the Global
Note” attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, The Depository Trust Company, and any and all successors thereto,
which shall be clearing agencies registered under the Exchange Act, appointed
as Depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


 


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


 


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


 


“EMU”
means economic and monetary union as contemplated in the Treaty on European
Union.


 


“Equity
Interests” means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


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


 


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


 


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


 


“Euro
Exchange Notes” means the outstanding notes registered by the
Company pursuant to the Registration Rights Agreement dated as of May 17, 2004,
among the Company and the other parties named on the signature pages thereof,
and distributed by the Company in exchange for the Euro Notes.


 


9

















 


“Euro Notes” means the 10.500%
Senior Notes due 2010 issued by the Company on the date of this Indenture
pursuant to the Euro Notes Indenture.


 


“Euro Notes Indenture” means
the indenture, dated as of May 17, 2004, between the Company and The Bank of
New York, as trustee, pursuant to which the Euro Notes are issued, as the same
shall be amended from time to time.


 


 “European
Union”  means the European Union, including the countries of Austria,
Belgium, Denmark, France, Finland, Germany, Greece, Ireland, Italy, Luxembourg,
the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not
including any country which becomes a member of the European Union after
April 30, 2004.


 


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


 


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


 


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


 


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


 


“Existing
Debt” means the Existing Notes and any other Debt of the Company and
its Restricted Subsidiaries in existence on the date of this Indenture, in each
case, until such amounts are repaid (save, in the case of the Existing Notes,
pursuant to the exchange offer related thereto in accordance with the
registration rights agreement related thereto).


 


“Existing Notes” means
(i) the 7.625% Senior Notes due 2010 of the Company, (ii) the 8.000%
Senior Notes due 2010 of the Company, (iii) the 8.875% Senior Subordinated
Notes due 2011 of the Company, (iv) the 9.250% Senior Subordinated Notes
due 2011 of the Company and (iv) all notes of the Company issued in
exchange for the notes referred to in the preceding clauses (i) through
(iv) pursuant to the exchange offer required by the registration rights
agreement, dated May 28, 2003, between the Company, Goldman Sachs
International, Bear Stearns International Limited and BNP Paribas pursuant to
which the Company is required to offer to exchange the Existing Notes for
substantially identical notes registered under the Securities Act.


 


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


 


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


 


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


 


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



 


10

















 


(other than Disqualified Stock) or to the
Company or a Restricted Subsidiary of the Company.


 


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


 


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


 


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


 


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


 


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


 


(4)                                  the interest rate on
any Debt that bears a floating rate of interest shall be calculated as if the
weighted average interest rate that would have been applicable to such Debt
over the latest 12-month period ending on the last calendar month immediately
prior to the Calculation Date had been the applicable rate on such Debt for the
entire reference period (taking into account any Hedging Obligation designed 


 


11

















 


to protect such Person or any of its Restricted Subsidiaries against
fluctuations in interest rates (including any agreement that exchanges a fixed
rate interest obligation for a floating rate interest obligation) applicable to
such Debt if such Hedging Obligation has a remaining term in excess of 12
months);


 


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


 


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


 


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


 


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


 


“GAAP”
means (A) generally accepted accounting principles in France as in effect
from time to time or (B) if the Company shall so elect by notifying the
trustee in writing in connection with the delivery of any financial statements,
accounting principles adopted by the International Accounting Standards Board
and its predecessor (“IFRS”) as in
effect from time to time; provided
that (i) any such election once made shall be irrevocable and (ii) in
the event the Company makes such election (x) in connection with the
delivery of financial statements for any of its first three fiscal quarters of
any fiscal year, it shall present its consolidated interim financial statements
for such interim financial period and the comparable period in the prior year,
as well as its consolidated financial statements for the financial year
immediately preceding such interim period, in each case, in accordance with
IFRS, or (y) in circumstances other than those described in (x), it shall
present consolidated historical financial statements prepared in accordance with
IFRS for its two most recent fiscal years and (C) for the purposes of the
covenants set out in Section 4.03, GAAP shall mean the relevant accounting
principles set forth in the preceding clauses as such accounting principles are
in effect from time to time.


 


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


 


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


 


“Government Securities”  means securities that are:


 


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


 


12

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“IAI Global
Note” means a Global Note bearing the Global Note
Legend, the Private Placement Legend, the French Legend and the OID Legend and
deposited with the Custodian and registered in the name of Cede & Co., as
nominee of the Depositary, that will be issued in a denomination equal to the
outstanding principal amount of the Notes held by Institutional Accredited
Investors.


 


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


 


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


 


13

















 


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


 


“Institutional
Accredited Investor” means an institution that is an
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.


 


“Insolvency
Law” means


 


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


 


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


 


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


 


(4)                                  any similar law, act,
decree, order or regulation in a jurisdiction in which a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary is incorporated or the Company, or any Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary does business.


 


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


 


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


 


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


 


“Issue
Date” means the date of this Indenture.


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


“Non-Recourse Debt” means
Debt:


 


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


 


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


 


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


 


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


 


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


 


“Offering Circular” means
the offering circular dated May 7, 2004 relating to the initial offering of the
Notes and the Euro Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


the Company and its Subsidiaries; provided, however, that in no event shall
any Subsidiary of the Company constitute its Parent Company.


 


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


 


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


 


“Permitted
Investments” means:


 


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


 


(2)                                  any Investment in
Cash Equivalents;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


(13)                            Investments in joint
ventures in an aggregate amount, taken together with all other Investments made
in reliance on this clause (13), not to exceed €80 million (net of, with
respect to Investments in joint ventures, the cash return thereon received
after the Issue Date as a result of any sale for cash, repayment, redemption,
liquidation, distribution or other cash realization, not to exceed, with
respect to any particular Person, the amount of Investments in such Person made
after the Issue Date in reliance on this clause; provided that, any such amount
used to reduce the aggregate amount of Investments made pursuant to this clause
(13) will not be included in Consolidated Net Income for purposes of
Section 4.07); and


 


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


 


“Permitted
Liens” means:


 


(1)                                  Liens on assets of
the Company and its Restricted Subsidiaries securing Debt and other Obligations
under Credit Facilities together with Liens securing other Debt (including Debt
under the Affected Facilities) in an aggregate amount not to exceed €1.3
billion (with no more than €150 million of such other Debt being Attributable
Debt); provided that all Liens
securing Debt under Credit Facilities and Affected Facilities will be deemed to
have been incurred under this clause (1) and the Company will not be
permitted reclassify any such Liens under any other clause of this definition;


 


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


 


(3)                                  Liens on property of
a Person existing at the time such Person is merged with or into or
consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence
prior to the 


 


18

















 


contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company or the Restricted Subsidiary;


 


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


 


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


 


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


 


(7)                                  subject to clause (1)
of this definition, Liens existing on the date of this Indenture;


 


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


 


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


 


(10)                            Liens securing Debt or
other obligations of a Restricted Subsidiary owing to the Company or a
Restricted Subsidiary and not pledged to secure Debt owing to third parties;


 


(11)                            Liens securing Permitted
Refinancing Debt incurred to refinance Debt (other than Debt incurred pursuant
to Section 4.09(b)(1)) that was previously so secured, provided that any such Lien is limited to
all or part of the same property or assets (plus assets or property affixed or
appurtenant thereto or proceeds in respect thereof) that secured (or, under the
written arrangements under which the original Lien arose, could secure) the
Debt being refinanced or is in respect of property that is the security for a
Permitted Lien;


 


19

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)                                  if the Debt being
extended, refinanced, renewed, replaced, defeased or refunded is subordinated
in right of payment to the Notes or any Guarantee by a 


 


20

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registration
Rights Agreement” means the Exchange and Registration Rights
Agreement, dated as of May 17, 2004, among the Company and the other parties
named on the signature pages thereof, relating to the Original Notes and the
Euro Notes, as such agreement may be amended, modified or supplemented from
time to time, and, with respect to any Additional Notes, one or more
registration rights agreements among the Company and the other parties thereto,
as such agreement(s) may be amended, modified or supplemented from time to
time, relating to rights given by the Company and the Subsidiary Guarantors, if



 


21

















 


any, to the purchasers of Additional Notes or Notes issued in exchange
therefor to register such Additional Notes under the Securities Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Rights Offering” means
the rights offering made by the Company on May 7, 2004.


 


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


 


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


 


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


 


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


 


“Sale and Leaseback Transaction”
means any arrangement with any Person providing for the leasing by the Company
or any Restricted Subsidiary of any properties or assets of the Company and/or
such Restricted Subsidiary (except for leases between the Company and any
Restricted Subsidiary, between any Restricted Subsidiary and the 


 


22

















 


Company or between Restricted Subsidiaries), which properties or assets
have been or are to be sold or transferred by the Company or such Subsidiary to
such Person with the intention of taking back a lease of such properties or
assets.


 


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


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


“Subsidiary
Guarantor” means any Restricted Subsidiary that Guarantees the Notes
pursuant to Section 4.21 hereof.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in
effect on the date on which this Indenture is executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act
of 1939 as so amended.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof.  If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements as an Unrestricted Subsidiary, it
will thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Debt of such Subsidiary will be deemed to be incurred by a 


 


24

















 


Restricted Subsidiary of the Company as of such date and, if such Debt
is not permitted to be incurred as of such date under Section 4.09 hereof,
the Company will be in default of Section 4.09. The Board of Directors of
the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Debt by a
Restricted Subsidiary of the Company of any outstanding Debt of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Debt is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1.02.  Other
Definitions.  


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Additional Amounts”

  	
   

  	
  4.20

  
	
  “Affiliate Transaction”

  	
   

  	
  4.11

  
	
  “Asset Sale Offer”

  	
   

  	
  3.10

  
	
  “Authentication Order”

  	
   

  	
  2.02

  
	
  “Change of Control Offer”

  	
   

  	
  4.15

  
	
  “Change of Control Payment”

  	
   

  	
  4.15

  
	
  “Change of Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  
	
  “Event of Default”

  	
   

  	
  6.01

  



 


25

















 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Excess Proceeds”

  	
   

  	
  4.10

  
	
  “Incur”

  	
   

  	
  4.09

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  
	
  “Offer Amount”

  	
   

  	
  3.10

  
	
  “Offer Period”

  	
   

  	
  3.10

  
	
  “Payer”

  	
   

  	
  3.08

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Payment Default”

  	
   

  	
  6.01

  
	
  “Permitted Debt”

  	
   

  	
  4.09

  
	
  “Principal Paying Agents”

  	
   

  	
  2.03

  
	
  “Purchase Date”

  	
   

  	
  3.10

  
	
  “Register”

  	
   

  	
  2.03

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Relevant Tax Jurisdiction”

  	
   

  	
  4.20

  
	
  “Restricted Payments”

  	
   

  	
  4.07

  
	
  “Suspension Event”

  	
   

  	
  4.22

  
	
  “Tax Redemption Date”

  	
   

  	
  3.08

  
	
  “Transfer Agent”

  	
   

  	
  2.03

  
	
  “VAT”

  	
   

  	
  12.13

  



 


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


 


The following TIA terms have the following meanings:


 


“indenture securities”
means the Notes;


 


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


 


“indenture to be
qualified” means this Indenture;


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)                                  “or”
is not exclusive;


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 2

THE NOTES


 


Section 2.01.  Form and Dating.


 


(a)                                  General.


 


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


 


(b)                                 Global Notes.


 


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


 


27

















 


cancellations.  Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the aggregate principal
amount of outstanding Notes represented thereby will be made by the Custodian,
at the direction of the Registrar, in accordance with instructions given by the
Holder thereof as required by Section 2.06 hereof.


 


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


 


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


 


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


 


Notes transferred within the United States to Institutional Accredited
Investors shall be represented by an IAI Global Note, which shall be deposited
with the Custodian as custodian for the Depositary and registered in the name
of Cede & Co., as nominee of the Depositary, duly executed by the Company
and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of the IAI
Note may from time to time be increased or decreased by adjustments made on Schedule A
to each such Global Note, as hereinafter provided.


 


(d)                                 Definitive Registered Notes.


 


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


 


(e)                                  Book-Entry
Provisions.


 


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


 


(f)                                    Denomination.


 


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


 


Section 2.02.  Execution
and Authentication.


 


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


 


28

















 


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


 


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


 


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


 


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


 


Section 2.03.  Paying
Agent, Registrar and Transfer Agents.


 


The Company shall maintain an office or agency in each of (i) the
Borough of Manhattan in the City of New York, (ii) London and (iii) for so long
as the Notes are listed on the Luxembourg Stock Exchange and its rules so
require, Luxembourg, where the Notes may be presented for payment (each a “Paying Agent”).  The initial Paying Agents shall be The Bank
of New York, in New York, The Bank of New York, in London, (together the “Principal
Paying Agents”) and The Bank of New York (Luxembourg) S.A., in
Luxembourg.


 


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


 


As long as the Notes remain outstanding, the Company will also, to the
extent possible, ensure that it maintains a Paying Agent in a member state of
the European Union 


 


29

















 


that will not be obliged to withhold or deduct for on account of tax in
connection with any payment made by it in relation to the Notes pursuant to the
European Council Directive 2003/48/EC or any other Directive implementing the
conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on
the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive.


 


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


 


Section 2.04.  Paying Agent
to Hold Money in Trust.


 


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


 


Section 2.05.  Holder
Lists.


 


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


 


Section 2.06.  Transfer and
Exchange.


 


(a)                                  Transfer and
Exchange of Global Notes.


 


30

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     Transfer of
Book-Entry Interests in the Same Global Note. Book-Entry Interests
in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a Book-Entry Interest in the same Restricted Global Note
in accordance with the transfer restrictions set forth in the French Legend and
the Private Placement Legend; provided,
however, that prior to the expiration of the Distribution Compliance
Period, (A) Book-Entry Interests in Regulation S Global Notes must be held
through Euroclear or Clearstream, as Participants, and (B) transfers of
beneficial interests in the Regulation S Global Notes may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an initial 


 


31

















 


purchaser). 
Book-Entry Interests in an Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a Book-Entry Interest in an
Unrestricted Global Note.  No written
orders or instructions shall be required to be delivered to the Transfer Agent
to effect the transfers described in this Section 2.06(b)(i) and neither
the Trustee nor the Transfer Agent will have any responsibility to obtain any
such written orders or instructions.


 


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


 


(A)                              both:


 


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


 


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


 


(B)                                both:


 


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


 


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


 


Upon consummation of an Exchange Offer by the Company in accordance
with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by
the Transfer Agent of the instructions contained in any Letter of Transmittal
delivered by the holder of such Book-Entry Interests in the Restricted Global
Notes (or any electronic equivalent utilized by any Depositary and acceptable
to the Company).  Upon satisfaction of
all of the requirements for transfer or exchange of Book-Entry Interests in
Global Notes contained in this Indenture and the Notes, the Registrar shall
adjust the principal amount of the relevant Global Note(s) pursuant to
Section 2.06(h) hereof.


 


(iii)                               Transfer of
Book-Entry Interests in a Restricted Global Note for Book-Entry Interests in
Another Restricted Global Note. 
A Book-Entry Interest in any


 


32

















 


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


 


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


 


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


 


(C)                                if the transferee will
take delivery in the form of a Book-Entry Interest in the IAI Global Note, then
the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


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


 


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


 


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


 


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


 


(D)                               the Transfer Agent receives
the following:


 


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


 


33

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


34

















 


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


 


(E)                                 if such Book-Entry
Interest is being transferred to an Institutional Accredited Investor in
reliance on an exemption from the registration requirements of the Securities
Act other than those listed in clauses (B), (C) and (D) above, a certificate to
the effect set forth in Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3)(c) thereof, if
applicable; or


 


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


 


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


 


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


 


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


 


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


 


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


 


35

















 


(D)                               the Transfer Agent
receives the following:


 


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


 


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


 


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


 


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


 


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


 


36

















 


Indirect Participant.  The Registrar shall deliver such Definitive
Registered Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Registered
Note issued in exchange for a Book-Entry Interest pursuant to this
Section 2.06(c)(iii) shall not bear the Private Placement Legend, but
shall bear the French Legend and the OID Legend.


 


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


 


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


 


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


 


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


 


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


 


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


 


(E)                                 if
such Book-Entry Interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in clauses (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3)(c)
thereof, if applicable; or


 


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


 


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


 


37

















 


the case of clause (C) above,
the appropriate Regulation S Global Note, and in all other cases, the
appropriate IAI Global Note.


 


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


 


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


 


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


 


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


 


(D)                               the Registrar receives the
following:


 


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


 


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


 


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


 


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


 


38

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(C)                                if
the transfer will be
made pursuant to any other exemption from the registration requirements of the
Securities Act, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the 


 


39

















 


certifications, certificates
and Opinion of Counsel required by item (3) thereof, if applicable.


 


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


 


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


 


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


 


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


 


(D)                               the
Transfer Agent receives the following:


 


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


 


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


 


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


 


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


 


(iii)                               Unrestricted
Definitive Registered Notes to Unrestricted Definitive Registered Notes.  A Holder of Unrestricted Definitive
Registered Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted 


 


40

















 


Definitive Registered Note.  Upon receipt of a request to register such a
transfer, the Registrar shall register the Unrestricted Definitive Registered
Notes pursuant to the instructions from the Holder thereof.


 


(f)                                    Exchange
Offer.  Upon the occurrence
of the Exchange Offer, the Company shall deliver Book-Entry Interests in an
Unrestricted Global Note in exchange for Book-Entry Interests in the Global
Notes that (i) are tendered for acceptance by Persons that certify in the
applicable Letters of Transmittal (or an electronic equivalent utilized by any
Depositary and acceptable to the Company) that (x) they are not broker-dealers,
(y) they are not participating in a distribution of the Exchange Notes and (z)
they are not affiliates (as defined in Rule 144) of the Company and (ii) are
accepted for exchange in the Exchange Offer. 
Persons that properly tender their Book-Entry Interests in the
Restricted Global Notes pursuant to the Exchange Offer will receive Book-Entry
Interests in the Unrestricted Global Note in an aggregate principal amount
equal to the principal amount of the Book-Entry Interests in  the Restricted Global Notes tendered.  If Definitive Registered Notes shall have
been properly tendered for acceptance and accepted for exchange, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate, Unrestricted
Definitive Registered Notes in an aggregate principal amount equal to the
principal amount of the Definitive Registered Notes accepted for exchange in
the Exchange Offer.


 


In order to effectuate the delivery of Book-Entry Interests in an
Unrestricted Global Note pursuant to the Exchange Offer, the 144A Global Note
will be designated to be an Unrestricted Global Note under the Indenture and
the Private Placement Legend shall be removed from such Note.  In the event less than all of the Book-Entry
Interests in the 144A Global Note shall have been accepted for exchange, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate, one or more 144A
Global Notes in an aggregate principal amount equal to the principal amount of
the Book-Entry Interests in the 144A Global Note that are not properly tendered
in the Exchange Offer and such Book-Entry Interests shall represent interests
in such Restricted Global Note. 
Concurrently, the Registrar shall cause the aggregate principal amount
of the Regulation S Global Note and the IAI Global Note to be reduced by the
aggregate principal amount of Book-Entry Interests in such Notes, respectively,
accepted in the Exchange Offer and the aggregate principal amount of the
Unrestricted Global Note to be increased accordingly.


 


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


 


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


 


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


 


41

















 


(ii)                                  Private
Placement Legend:


 


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


 


“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF SUCH NOTES AND, IF SUCH TRANSFER IS IN
RESPECT OF LESS THAN $250,000 OF NOTES, AN OPINION OF COUNSEL, (5) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THE
SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 UNDER THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.”


 


(B)                                Notwithstanding
the foregoing, any Global Note or Definitive Registered Note issued pursuant to
clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or,
other than a 144A Global Note, (f) to this Section 2.06 (and all Notes
issued in exchange therefor or substitution thereof) shall not bear the Private
Placement Legend.


 


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


 


42

















 


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


 


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


 


(iv)                              Original
Issue Discount Legend.  Each
Note will bear a legend in substantially the following form:


 


“THE FOLLOWING INFORMATION IS
SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES.  THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”)
WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF
THE CODE:


 


Holders may obtain information regarding the amount of OID, the issue
price, the issue date and the yield to maturity relating to the Note by
contacting the Director of Financial Communications of Rhodia at 26, quai
Alphonse Le Gallo, 92512 Boulogne-Billancourt Cedex, France (telephone:
+33-1-5538-4000).”


 


43

















 


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


 


(i)                                     General
Provisions Relating to Transfers and Exchanges.


 


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


 


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


 


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


 


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


 


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


 


44

















 


other than any taxes, duties and governmental
charges payable in connection with such transfer.


 


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


 


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


 


Section 2.07.  Replacement
Notes.


 


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


 


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


 


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


 


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


 


Section 2.08.  Outstanding
Notes.


 


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


 


45

















 


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


 


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


 


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


 


Section 2.09.  Treasury
Notes.


 


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


 


Section 2.10.  Temporary
Notes.


 


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


 


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


 


Section 2.11.  Cancellation.


 


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


 


46

















 


Section 2.12.  Defaulted Interest.


 


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


 


Section 2.13.  Further Issues.


 


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


 


(b)                                 Whenever it is
proposed to create and issue any Additional Notes, the Company shall give to
the Trustee not less than 7 days’ notice in writing of its intention so to do
stating the amount of Additional Notes proposed to be created and issued.


 


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


 


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


 


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


 


Section 2.15.  Fees, Duties
and Taxes.


 


The Company and its successors
will pay all stamp, transfer, court, or documentary taxes or any other excise
or property taxes, charges or similar taxes which arise from the issue,
execution and delivery or registration of the Notes, this Indenture and the
initial resale of the Notes by the initial purchasers and the enforcement of
this Indenture, the Notes, and/or 


 


47

















 


any related agreement.  This Section 2.15 shall survive the
termination, defeasance or discharge of this Indenture.


 


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


 


None of the Trustee or any Transfer Agent or any other Agent shall have
any obligation or duty to monitor, determine or inquire as to compliance with
any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Note (including any
transfers between or among Participants or owners of Book-Entry Interests in
any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


ARTICLE 3

REDEMPTION AND REPAYMENT


 


Section 3.01.  Notices to Trustee.


 


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


 


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


 


(2)                                  the
redemption date;


 


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


 


(4)                                  the
redemption price; and


 


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


 


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


 


If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase on the basis required by any stock exchange on which the Notes are
listed, as certified in an Officers’ Certificate of the Company delivered to
the Trustee, or, if the Notes are not so listed or such requirements are not so
certified, on a pro rata basis, provided that in connection with a
purchase arising from an Asset Sale such selection shall be made on a pro rata
basis pursuant to Section 4.10 hereof.


 


In the event of partial redemption, the particular Notes to be redeemed
or purchased will be selected, unless otherwise provided herein, not less than
30 nor more than 60 days 


 


48

















 


prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.


 


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


 


Section 3.03.  Notice of Redemption.


 


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


 


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


 


(1)                                  the
redemption date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


49

















 


Section 3.04.  Effect of
Notice of Redemption.


 


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


 


Section 3.05.  Deposit of
Redemption or Purchase Price.


 


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


 


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


 


Section 3.06.  Notes
Redeemed or Purchased in Part.


 


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


 


Section 3.07.  Optional
Redemption.


 


(a)                                  At any time prior to
June 1, 2007, the Company may at its option on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture at a redemption price equal to 110.250% of the principal amount, plus
accrued and unpaid interest, Additional Amounts, if any, and Special Interest,
if any, to the redemption date, with the net cash proceeds of one or more
Equity Offerings; provided that:


 


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


 


50

















 


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


 


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


 


(c)                                  Except pursuant to
Section 3.07(a) and Section 3.08, the Notes are not redeemable at the
Company’s option.


 


Section 3.08.  Redemption
for Taxation Reasons.


 


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


 


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


 


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


 


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


 


Notwithstanding the foregoing, no such notice of redemption will be
given earlier than 90 days prior to the earliest date on which the Payer
would be obliged to make such payment of Additional Amounts or withholding if a
payment in respect of the Notes were then due. 
Prior to the publication or mailing of any notice of redemption
described in this Section 3.08, the Payer will deliver to the Trustee
(a) an Officers’ Certificate stating that the obligation to pay Additional
Amounts cannot be avoided by the Payer taking reasonable measures available to
it and (b) an Opinion of Counsel of independent tax counsel of recognized
standing (the choice of such counsel to be subject to the prior written consent
of the Trustee, which consent shall not be unreasonably withheld) to the effect
that the circumstances referred to above exist and otherwise complying with Section 12.05
hereof. The Trustee will accept such Officers’ Certificate and Opinion of
Counsel as sufficient 


 


51

















 


evidence of the satisfaction of the conditions precedent described
above, in which event it will be conclusive and binding on the Holders.


 


Notwithstanding the foregoing, the Company may not redeem the Notes
pursuant to this Section 3.08 if the Relevant Tax Jurisdiction changes
under this Indenture and the Payer is obligated to pay Additional Payments as a
result of a change in the laws (or any regulations or rulings promulgated
thereunder), or any change in any official position regarding the application,
administration or interpretation of such laws, treaties, regulations or
rulings, of the then current Relevant Tax Jurisdiction which, at the time the
latter became the Relevant Tax Jurisdiction under this Indenture, was publicly
announced as being or having been formally proposed.


 


For the avoidance of doubt, the Payer will not be entitled to redeem
the Notes as a consequence of the adoption of the European Council Directive
2003/48/EC of June 3, 2003, implementing the conclusions of the ECOFIN
Council meeting of November 26 and 27, 2000 on the taxation of savings
income or any other European Union Directive amending, replacing or completing
such Directive or any law implementing or complying with, or introduced in
order to conform to, such Directive.


 


Section 3.09.  Mandatory
Redemption.


 


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


 


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


 


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


 


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


 


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


 


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


 


52

















 


Notes pursuant to the Asset Sale Offer.  The notice, which will govern the terms of the Asset Sale Offer,
will state:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset
Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers’ Certificate stating
that such Notes or portions thereof were accepted for payment by the Company in
accordance 


 


53

















 


with the terms of this
Section 3.10.  The Company, the
depositary or the Paying Agent, as the case may be, shall promptly (but in any
case not later than five Business Days after the Purchase Date) mail or deliver
to each tendering Holder an amount equal to the purchase price of the Notes
tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company will authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered.  Any Note not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company will publicly announce the
results of the Asset Sale Offer on the Purchase Date.


 


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


 


ARTICLE 4

COVENANTS


 


Section 4.01.  Payment of
Notes.


 


The Company shall pay or cause to be paid the principal of, premium, if
any, interest,  Additional Amounts, if
any, and Special Interest, if any, on the Notes on the dates and in the manner
provided in the Notes.  Principal,
premium, if any, interest, Additional Amounts, if any, and Special Interest, if
any, will be considered paid on the date due if the Paying Agent, if other than
the Company or a Subsidiary thereof, holds as of 10:00 a.m. New York City time
on the due date, or such other earlier time as may be agreed in writing between
the Paying Agent and the Company, money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal,
premium, if any, interest and Additional Amounts, if any, then due.  The Company will pay all Special Interest,
if any, in the same manner, on the dates and in the amounts set forth in the
Registration Rights Agreement.


 


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


 


Section 4.02.  Maintenance
of Office or Agency.


 


The Company shall maintain such office or agencies specified in
Section 2.03 hereof (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and in the Borough of Manhattan, the
City of New York where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. 
The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such offices or agencies.  If at any time the Company fails to maintain
any such required offices or agencies or fails to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee.


 


54

















 


The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission will in any manner
relieve the Company of its obligations under Section 2.03 and this
Section 4.02.  The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 


Section 4.03.  Reports.


 


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


 


(1)                                  within
six months after the end of each fiscal year, annual reports on Form 20-F, or
any successor form containing the information required to be contained therein,
or required in such successor form and including, to the extent permitted under
applicable law and SEC regulations, a U.S. GAAP reconciliation in substantially
the form set out in the Form 20-F of the Company for the year ended
December 31, 2003; provided that such reconciliation shall be
made to U.S. GAAP as in effect on the date of such report or financial
information;


 


(2)                                  within
120 days after the end of each fiscal year, reports on Form 6-K, or any
successor form, attaching (a) audited consolidated financial statements for the
Company for such fiscal year (and for the prior two years), in each case
prepared in accordance with GAAP including, to the extent permitted under
applicable law and SEC regulations, a U.S. GAAP reconciliation in substantially
the form set out in the Form 20-F of the Company for the year ended
December 31, 2003, and (b) the information relating to the Company
described in Item 5 of Form 20-F (i.e., Operating and Financial Review and
Prospects);


 


(3)                                  prior
to December 31, 2004, within 90 days after the end of each of the first
three fiscal quarters of each fiscal year and, thereafter, within 75 days after
the end of each of the first three fiscal quarters of each fiscal year, reports
on Form 6-K, or any successor form, attaching (a) unaudited consolidated
financial statements (including a consolidated statement of income, consolidated
balance sheet and consolidated statement of cash flows) for the Company for
such period (and the comparable period reported in the prior year), in each
case, prepared in accordance with GAAP (as in effect on the date of such report
or financial information) including, to the extent permitted under applicable
law and SEC regulations a U.S. GAAP reconciliation in substantially the form
set out in the Form 6-K of the Company for the six-month period ended
June 30, 2003; provided that such reconciliations shall
be made to U.S. GAAP as in effect on the date of such report or financial
information and (b) information relating to the Company described in Item 5 of
Form 20-F (i.e.,
Operating and Financial Review and Prospects) in a similar manner to, and to the
extent included in, the Company’s report on Form 6-K, as filed with the SEC on
September 25, 2003, relating to the Company’s financial statements for the
six months ended June 30, 2003;


 


55

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.04.  Compliance
Certificate.


 


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


 


56

















 


or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto).


 


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


 


Section 4.05.  Taxes.


 


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


 


Section 4.06.  Stay,
Extension and Usury Laws.


 


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


 


Section 4.07.  Restricted
Payments.


 


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


 


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


 


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


 


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


 


57

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


58

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(6)                                  payment
of any Receivables Fees; or


 


(7)                                  so
long as no Default or Event of Default shall have occurred and be continuing,
other Restricted Payments in an aggregate amount, when taken together with all
other Restricted Payments made pursuant to this clause (7), not to exceed €20
million since the date of this Indenture, with no more than €10 million to be
paid in any one fiscal year.


 


(c)                                  The amount of all
Restricted Payments (other than cash) will be the fair market value on the date
of the Restricted Payment of the asset(s) or securities proposed to be 


 


59

















 


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


 


Section 4.08.  Dividend and
Other Payment Restrictions Affecting Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


60

















 


encumbrances or restrictions contained in any such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings, taken as a whole, are not materially more
restrictive than the encumbrances or restrictions contained in instruments in
effect on the date of acquisition;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)                                  The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Debt (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that
(1) the Company may incur Debt (including Acquired Debt) or issue Disqualified
Stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended
four full fiscal quarters for which financial statements are publicly available
immediately preceding the date on which such additional Debt is incurred or
such Disqualified Stock is issued would have been at least 2.25 to 1 determined
on a pro forma 


 


61

















 


basis (including a pro forma application of
the net proceeds therefrom), as if the additional Debt had been incurred or the
Disqualified Stock had been issued, as the case may be, at the beginning of
such four-quarter period, and (2) at any time when a Restricted Subsidiary is a
Subsidiary Guarantor that has Guaranteed Debt of the Company, any incurrence of
Debt by the Company permitted by the preceding clause (1) may be incurred by
any such Subsidiary Guarantor.


 


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


 


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


 


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


 


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


 


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


 


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


 


(6)                                  the incurrence by the
Company or any of its Restricted Subsidiaries of obligations with respect to
letters of credit securing obligations entered into in the ordinary course of
business to the extent such letters of credit are not drawn upon or, 


 


62

















 


if drawn upon, such drawing is reimbursed within five Business Days
following receipt of a demand for reimbursement;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


63

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


64

















 


Debt being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
Permitted Refinancing Debt is denominated that is in effect on the date of such
refinancing; and


 


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


 


Section 4.10.  Asset Sales.


 


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


 


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


 


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


 


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


 


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


 


(iii)                               Cash Equivalents.


 


65

















 


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


 


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


 


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


 


(3)                                  to
make a capital expenditure; or


 


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


 


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


 


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


 


The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder and stock
exchange rules to the extent such laws, regulations and rules are applicable in
connection with each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any
such laws, regulations or rules conflict with the provisions of
Section 3.10 or 4.10 of this Indenture, the Company will comply with the
applicable laws, regulations and rules and will not be deemed to have breached
its obligations under those provisions of this Indenture by virtue of such
conflict.  For so long as the Notes are
listed on the Luxembourg Stock Exchange and its rules so require, if the Company
offers to purchase the Notes pursuant to an Asset Sale Offer, the Company will
publish a notice in Luxembourg in the manner described under Section 12.02
of this Indenture and send a copy of such notice to the Luxembourg Stock
Exchange.


 


66

















 


Section 4.11.  Transactions
with Affiliates.


 


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


 


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


 


(2)                                  the
Company delivers to the Trustee:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.12.  Liens.


 


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


 


Section 4.13.  Business
Activities.


 


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


 


Section 4.14.  Corporate
Existence.


 


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


 


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


 


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


 


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


 


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Section 4.15.  Offer to
Repurchase Upon Change of Control.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)                                  if
applicable, that a Holder whose Definitive Registered Notes are being purchased
in part will be issued new Definitive Registered Notes equal in principal
amount to the unpurchased portion of the Notes surrendered, which 


 


69

















 


unpurchased portion must be equal to $1,000
in principal amount or an integral multiple thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.16.  Limitation
on Sale and Leaseback Transactions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  Notwithstanding
anything to the contrary in this Section 4.16, after a Suspension Event,
the Company may enter into Sale and Leaseback Transactions that would not
otherwise be permitted under the limitations described in Section 4.16(b)
above, provided that the sum of the
aggregate amount of all Debt of the Company and its Restricted 


 


71

















 


Subsidiaries that is secured by Liens on any
properties or assets of the Company and any Restricted Subsidiaries (other than
(1) Debt secured solely by Permitted Liens, (2) Debt that is secured equally
and ratably with (or on a basis subordinated to) the Notes and (3) the Notes)
and the aggregate amount of all Attributable Debt of the Company and its
Restricted Subsidiaries with respect to all Sale and Leaseback Transactions
outstanding at such time (other than Sale and Leaseback Transactions permitted
by Section 4.16(b) above), would not exceed 5.0% of the Consolidated Net
Tangible Assets of the Company and its Restricted Subsidiaries.


 


Section 4.17.  Payments for
Consent.


 


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


 


Section 4.18.  Designation
of Restricted and Unrestricted Subsidiaries.


 


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


 


Section 4.19.  [Reserved].


 


Section 4.20.  Additional
Amounts.


 


All payments made by a Payer on the Notes will be made without
withholding or deduction for, or on account of, any present or future taxes,
assessments, duties, levies or other governmental charges of whatever nature
(including penalties, interest and any liabilities with respect thereto)
(collectively “Taxes”) imposed or
levied by or, on behalf of, (1) any jurisdiction where such Payer is
organized, engaged in business (where such Tax is imposed by reason of the
Payer being engaged in business) or otherwise considered to be a resident for
tax purposes, (2) any jurisdiction from or through which a payment on the Notes
is made, or (3) any political subdivision or governmental authority of any
of the foregoing having the power to tax (the “Relevant Tax Jurisdiction”), unless the withholding or
deduction of such Taxes is then required by law.  If any deduction or withholding for, or on account of, any Taxes
of any Relevant Tax Jurisdiction is at any time required to be made from any
payments under the Notes, including payment of principal, redemption price,
interest or premium, the Payer will pay (to the extent lawful) to each Holder
of a Note such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts received
by such Holder (including the Additional Amounts) after such deduction or 


 


72

















 


withholding will be not less than the amounts which such Holder would
have received in respect of such payments in the absence of such withholding or
deduction; provided that the
Payer will not be required to make any payment of Additional Amounts for or on
account of:


 


(1)                                  any
Tax which would not have been imposed but for (a) the existence of any
present or former connection between such Holder or beneficial owner of the
Notes and the Relevant Tax Jurisdiction, including such Holder or beneficial
owner being or having been a citizen or resident thereof or being or having
been engaged in trade or business therein or having or having had a permanent
establishment therein, but excluding, in each case, any connection arising
solely from the acquisition, ownership, holding or disposition of such Notes or
the receipt of any payment in respect thereof or the exercise or enforcement of
any rights under this Indenture or the Notes or (b) the presentation of a
Note for payment (where presentation is required) on a date more than
30 days after (i) the date on which such payment became due and
payable or (ii) the date on which payment thereof is duly provided for,
whichever occurs later (except to the extent that the Holder would have been
entitled to Additional Amounts had such Note been presented at the latest on
the last day of such 30-day period);


 


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


 


(3)                                  any
Tax which is payable otherwise than by withholding or deduction from payment on
(or in respect of) the Notes;


 


(4)                                  any
Tax that is imposed or withheld by reason of the failure by the Holder or the
beneficial owner of the Note to comply with a written request of the Payer addressed
or otherwise provided to the Holder or beneficial owner (and made at a time
which would enable the Holder and/or beneficial owner acting reasonably to
comply with that request and, in any case, made at least 90 days before such
withholding or deduction would be payable by the Payer) to provide
certification, information, documents or other evidence concerning the
nationality, residence or identity of the Holder or such beneficial owner, or
to make any declaration or similar claim relating to such matters, which is
required by a statute, regulation or administrative practice of the Relevant
Tax Jurisdiction as a precondition to exemption from all or part of such Tax;


 


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


 


(6)                                  any
Tax which is imposed on a payment to an individual and is required to be made
pursuant to the European Council Directive 2003/48/EC of June 3, 2003,
implementing the conclusions of the ECOFIN Council meeting of November 26
and 27, 2000 on the taxation of savings income or any European Union Directive
amending, replacing or completing such Directive or any law implementing or
complying with, or introduced in order to conform to, such Directive; or


 


(7)                                  any
combination of the above.


 


73

















 


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


 


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


 


The Payer will make all required withholding and deduction and will
remit the full amount to be deducted or withheld to the Relevant Tax
Jurisdiction in accordance with applicable law.  The Payer will use all reasonable efforts to provide the Trustee
with the official Tax receipt of the Relevant Tax Jurisdiction (or a certified
copy thereof) evidencing the payment of the Taxes so withheld or deducted by
the Payer. Upon request, copies of such documentation will be made reasonably
promptly available to the Holders or the Paying Agents, as applicable, or if,
notwithstanding the Payer’s effort to obtain receipts, receipts are not
obtained, other evidence of payment by the Payer.


 


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


 


All references in this Indenture to payment of principal, premium,
interest and Special Interest on the Notes or any other payment under, or with
respect to, any of the Notes shall be deemed to include Additional Amounts
which were or would be payable by the Payer in respect thereof.


 


Section 4.21.  Limitations
on Issuances of Guarantees of Debt.


 


(a)                                  The Company will not
permit any Restricted Subsidiary to, directly or indirectly, Guarantee any Debt
of the Company unless such Restricted Subsidiary simultaneously executes and
delivers to the Trustee a supplemental indenture substantially in the form of
Exhibit D hereto providing for the Guarantee of payment of the Notes by such
Restricted Subsidiary on a joint and several basis with each other Subsidiary
Guarantor, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other
Debt, provided that (i) a
Restricted Subsidiary’s Guarantee may be limited in amount to the extent
required by fraudulent conveyance, corporate benefit, financial assistance or
other similar laws (but, in such a case (A) each of the Company and its
Restricted Subsidiaries will use their reasonable best efforts to overcome the
relevant legal limit and will procure that the relevant Restricted Subsidiary
undertakes all whitewash or similar procedures which are legally available to
eliminate the relevant limit and (B) the relevant Guarantee shall be given
on an equal and ratable basis with the guarantee of any other Debt giving rise
to the obligation to Guarantee the Notes) and (ii) for so long as it is not
permissible under 


 


74

















 


applicable law for a Restricted Subsidiary to become a Guarantor, such
Restricted Subsidiary need not become a Guarantor (but, in such a case, each of
the Company and its Restricted Subsidiaries will use their reasonable best
efforts to overcome the relevant legal prohibition precluding the giving of the
Guarantee and will procure that the relevant Restricted Subsidiary undertakes
all whitewash or similar procedures which are legally available to eliminate
the relevant limit, and shall give such Guarantee at such time (and to the
extent) that it thereafter becomes permissible). For the avoidance of doubt,
the Company will not permit any Restricted Subsidiary to, directly or indirectly,
Guarantee the Existing Notes unless such Restricted Subsidiary simultaneously
executes and delivers to the Trustee a supplemental indenture substantially in
the form of Exhibit D providing for the Guarantee of payment of the Notes by
such Restricted Subsidiary on a joint and several basis with each other
Subsidiary Guarantor, which Guarantee shall be senior to or pari passu with such Subsidiary’s
Guarantee of the Existing Notes. The two preceding sentences shall not apply to
(i) the granting by such Restricted Subsidiary of a Permitted Lien under
circumstances which do not otherwise constitute the Guarantee of Debt of the
Company and (ii) the Guarantee by any Restricted Subsidiary of Permitted
Refinancing Debt incurred in accordance with Section 4.09(b)(5) hereof; provided that such Restricted Subsidiary
guaranteed the Debt so refinanced on the date of this Indenture.  Upon the execution and delivery of such
supplemental indenture, such Restricted Subsidiary shall become a Subsidiary
Guarantor.


 


(b)                                 Notwithstanding the
foregoing, any Guarantee of the Notes created pursuant to the provisions
described in the foregoing paragraph shall provide by its terms that it shall
be automatically and unconditionally released and discharged upon (1) such
Subsidiary ceasing to be a Restricted Subsidiary (including as a result of any
sale, exchange or transfer, to any Person, of all of the Company’s Capital
Stock in such Restricted Subsidiary) in compliance with Section 4.10
hereof (including the requirements relating to the application of proceeds) and
otherwise in compliance with this Indenture or (2) the release by the holders
of the Debt of the Company described in paragraph (a) of this Section 4.21
of their guarantee by such Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Debt (but not under the
relevant guarantee)), at a time when (i) no other Debt of the Company has been
guaranteed by such Restricted Subsidiary; or (ii) the holders of all such other
Debt which is guaranteed by such Restricted Subsidiary also release their
Guarantee by such Restricted Subsidiary (including any deemed release upon
payment in full of all obligations under such Debt (but not under the relevant
guarantee)) and, in either such case, such Restricted Subsidiary is not
obligated in respect of any Debt incurred by such Restricted Subsidiary under
clause (2) of the proviso of Section 4.09(a).  This Section 4.21 will not apply to any Guarantees or
pledges of assets existing on the date of this Indenture.


 


(c)                                  In the event that a
Subsidiary Guarantor enters into a Guarantee of the Notes or a Subsidiary
Guarantor is released from its obligations under its Guarantee of the Notes,
and if and for so long as the Notes are listed on the Luxembourg Stock Exchange
and the rules of that exchange so require, the Company will publish notice of
the release of or the granting of such Guarantee in Luxembourg in the manner
described in Section 12.02 of this Indenture, send a copy of such notice
to the Luxembourg Stock Exchange and prepare and submit a supplement to the
listing particulars to the Luxembourg Stock Exchange, and, in the case of the
granting of a new Guarantee, deposit a copy of such Guarantee with the
Luxembourg Stock Exchange and the Paying Agent at its office in Luxembourg.


 


75

















 


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


 


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


 


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


 


ARTICLE 5

SUCCESSORS


 


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


 


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


 


(1)                                  either:


 


(A)                              the
Company is the surviving corporation; or


 


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


 


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


 


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


 


(4)                                  the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance or other disposition has been made will, on the date 


 


76

















 


of such transaction after giving pro forma
effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be permitted
to incur at least €1.00 of additional Debt pursuant to Section 4.09(a)
hereof.


 


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


 


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


 


Section 5.02.  Successor
Corporation Substituted.


 


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


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01.  Events of
Default.


 


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


 


(1)                                  default
for 30 days in the payment when due of interest on, or Additional Amounts or
Special Interest with respect to, the Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


and, in each case, the principal amount of any such Debt, together with
the principal amount of any other such Debt under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
€35 million or more;


 


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


 


(7)                                  any
Guarantee of the Notes required by this Indenture ceases to be in full force
and effect (except as contemplated by the terms thereof) or any Subsidiary
Guarantor or Person acting by or on behalf of such Subsidiary Guarantor denies
or disaffirms such Subsidiary Guarantor’s obligations under such Guarantee;


 


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


 


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


 


(C)                                Any
order is made, any resolution is passed or any other action is taken with the
view of the declaration of suspension of payments (déclaration
de cessation 


 


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des paiements), protection from creditors or
bankruptcy of the Company
or any Significant Subsidiary;


 


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


 


(B)                                A petition is presented or an application is made whether
by the Company or any Significant Subsidiary or by any other Person (including
a creditor or the public prosecutor) for the purpose of commencing
reorganisation or liquidation proceedings (procédure
de redressement ou de liquidation judiciaire) against the Company or
any Significant Subsidiary or appointing a judicial administrator or liquidator
(administrateur judiciaire or liquidateur judiciaire) or any other
similar officer of, or for the making of an administration order in relation to
the Company or any Significant Subsidiary and such petition or application, if
it was made by a Person other than the Company or such Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary, is
not withdrawn or discharged within 40 days;


 


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


 


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


 


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


 


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


 


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


 


(13)                            There
is outstanding at any time any of the events described in clauses (8) through
(12) (inclusive) with respect to Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary.


 


(b)                                 A Default under clause
(4) above will not be an Event of Default until the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding notify
the Company of the Default and the Company does not cure such Default within
the time specified after receipt of such notice.  Such notice must specify the Default


 


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and state that it is a “Notice of Default”.  Any such notice given by Holders shall also be given to the
Trustee.


 


Section 6.02.  Acceleration.


 


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


 


The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest, Additional Amounts, Special Interest
or premium that has become due solely because of the acceleration) have been
cured or waived.


 


Section 6.03.  Other
Remedies.


 


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


 


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


 


Section 6.04.  Waiver of
Past Defaults.


 


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


 


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Section 6.05.  Control by Majority.


 


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


 


Section 6.06.  Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.08.  Collection
Suit by Trustee.


 


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


 


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Section 6.09.  Trustee May
File Proofs of Claim.


 


The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 hereof out of the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding out of such estate
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


Section 6.10.  Priorities.


 


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


 


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


 


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


 


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


 


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


 


Section 6.11.  Undertaking
for Costs.


 


In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including 


 


82

















 


reasonable attorneys’ fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. 
This Section 6.11 does not apply to a suit by the Trustee, a suit
by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in principal amount of the then outstanding Notes.


 


Section 6.12.  Restoration
of Rights and Remedies.


 


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


 


ARTICLE 7

TRUSTEE


 


Section 7.01.  Duties of
Trustee.


 


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


 


(b)                                 Subject to the
provisions of paragraph (a) above:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)                                 In no event shall the
Trustee be liable for any indirect, special, punitive or consequential loss or
damage of any kind whatsoever, including, but not limited to, lost profits,
even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.


 


(h)                                 In no event shall the
Trustee be liable for any failure or delay in the performance of its
obligations hereunder because of any circumstances beyond its control,
including, but not limited to, acts of God, flood, war, (whether declared or
undeclared), terrorism, fire, riot, embargo, government action, including any
laws, ordinances, regulations, governmental action or the like which delay,
restrict or prohibit the providing of the services contemplated by this
Indenture.


 


Section 7.02.  Rights of
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)                                 The
rights, privileges, protections, immunities and benefits 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,
and each agent, custodian or other Person employed to act hereunder (including
any Paying Agent, Transfer Agent or Registrar).


 


(h)                                 The
Trustee shall have no duty to inquire as to the performance of the covenants of
the Issuer in Article 4 hereof.


 


(i)                                     The
Trustee shall not be required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture.


 


(j)                                     In the event that the Trustee
receives inconsistent or conflicting requests and indemnity from two or more
Holders or groups of Holders, each representing less than a majority in
aggregate principal amount of the Notes then outstanding, each pursuant to the
provisions of this Indenture, the Trustee, in its sole discretion, may
determine what action, if any, shall be taken.


 


(k)                                  The
permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty, and the Trustee shall not be answerable for
other than its negligence or willful misconduct.


 


Section 7.03.  Individual
Rights Of Trustee.


 


The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee.  However, in the event that the
Trustee acquires any conflicting interest within the meaning of TIA §310(b) it
must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) or
resign.  In determining whether the
Trustee has a conflicting interest as defined in TIA Section 310(b), the
Euro Notes Indenture shall be excluded from the operation of TIA
Section 310(b)(1).  Any Agent may
do the same with like rights and duties. 
The Trustee is also subject to Section 7.10 and 7.11 hereof.


 


85

















 


Section 7.04.  Trustee’s
Disclaimer.


 


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


 


Section 7.05.  Notice of
Defaults.


 


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


 


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


 


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


 


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


 


Section 7.07.  Compensation
and Indemnity.


 


(a)                                  The Company will pay
to the Trustee from time to time reasonable compensation for its acceptance of
this Indenture and services hereunder, including, without limitation, such
compensation as the Company and the Trustee may agree.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Company will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services.  Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


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


 


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


 


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


 


(e)                                  Without prejudice to
any other rights available to the Trustee under applicable Insolvency Law, when
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(a)(8), (9), (10) or (11) or (in connection with
events corresponding to the events referred to in Section 6.01(a)(8), (9),
(10) or (11)) (12) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended
to constitute expenses of administration under any Insolvency Law.


 


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


 


Section 7.08.  Replacement
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


(4)                                  the Trustee becomes
incapable of acting.


 


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


 


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


 


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


 


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


 


Section 7.09.  Successor
Trustee by Merger, etc.


 


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


 


Section 7.10.  Eligibility;
Disqualification.


 


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


 


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


 


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Section 7.11.  Preferential
Collection of Claims Against Company.


 


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


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


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


 


Section 8.02.  Legal
Defeasance and Discharge.


 


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


 


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


 


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


 


(3)                                  the
rights, powers, trusts, duties and immunities of the Trustee hereunder
(including the rights set forth in Section 7.07) and the Company’s and
each Subsidiary Guarantor’s obligations in connection therewith; and


 


(4)                                  this
Section 8.02.


 


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


 


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Section 8.03.  Covenant
Defeasance.


 


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


 


Section 8.04.  Conditions
to Legal or Covenant Defeasance.


 


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


 


(1)                                  the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, (i) cash in United States dollars, (ii) United States dollar-denominated
non-callable Government Securities which, through the payment of interest
thereon and principal in respect thereof in accordance with their terms will
provide, not later than the due date of any payment, money, or (iii) a
combination thereof, in such amounts as will be sufficient (without
consideration of any reinvestment of interest), in the written opinion of an
internationally recognized firm of independent public accountants, to pay the
principal of, premium, Additional Amounts and Special Interest, if any, and
interest on the outstanding Notes on the Stated Maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Company or any of its Restricted Subsidiaries is a party or by which
the Company or any of its Restricted Subsidiaries is bound;


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.06.  Repayment to
Company.


 


Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium,
Additional Amounts or Special Interest, if any, or interest on any Note and
remaining unclaimed for two years after such principal, premium, Additional
Amounts or Special Interest, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
will be discharged from such trust; and the Holder of such Note will thereafter
be permitted to look only to the Company for payment thereof, and all liability
of the Trustee or 


 


92

















 


such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, will thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, (1) in a leading
English language newspaper published in the Borough of Manhattan, City of New
York or such other English language daily newspaper with general circulation in
Europe or the United States, as the case may be, as the Trustee may approve and
(2) for as long as the Notes are listed on the Luxembourg Stock Exchange, the Luxemburger
Wort, or mail to each Holder entitled to such money notice that such
money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the
Company.  It is expected that any such
publication, referred to in clause (1) of the preceding sentence, will normally
be made in the Financial Times and the Wall Street Journal.


 


Section 8.07.  Reinstatement.


 


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


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01.  Without
Consent of Holders of Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


(6)                                  to conform the text
of this Indenture or the Notes to any provision of the “Description of Notes”
section of the Offering Circular, to the extent that such provision in
that “Description of Notes” was intended to be a verbatim recitation of a
provision of this Indenture or the Notes;


 


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


 


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


 


Section 9.02.  With Consent
of Holders of Notes.


 


Except as provided below in this Section 9.02, the Company, each
Subsidiary Guarantor and the Trustee may amend or supplement this Indenture
(including, without limitation, Sections 3.10, 4.10 and 4.15 hereof) and the
Notes with the consent of the Holders of at least a majority in principal
amount of the Notes (including, without limitation, Additional Notes, if any)
then outstanding (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of
the principal of, premium, Additional Amounts or Special Interest, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture or
the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes, including Additional Notes, if
any (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). 
Sections 2.08 and 2.09 hereof shall determine which Notes are considered
to be “outstanding” for purposes of this Section 9.02.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 9.03.  Compliance
with Trust Indenture Act.


 


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


 


Section 9.04.  Revocation
and Effect of Consents.


 


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


 


Section 9.05.  Notation on
or Exchange of Notes.


 


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


 


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


 


Section 9.06.  Trustee to Sign Amendments, etc.


 


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


 


ARTICLE 10

[RESERVED]


 


ARTICLE 11

SATISFACTION AND DISCHARGE


 


Section 11.01.  Satisfaction and Discharge.


 


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


 


(1)                                  either:


 


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


 


(b)                                 all Notes that have not been delivered to the
Trustee for cancellation have become due and payable by reason of the making of
a notice of redemption or otherwise or will become due and payable within one
year and the Company or any Subsidiary Guarantor has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders, (i) cash in United States dollars, (ii) United States
dollar-denominated non-callable Government Securities which, through the
payment of interest thereon and principal in respect thereof in accordance with
their terms will provide, not later than the due date of any payment, money, or
(iii) a combination thereof, in such amounts as will be sufficient without
consideration of any reinvestment of interest, in the written opinion of an
internationally recognized firm of independent public accountants, to pay and


 


96

















 


discharge
the entire debt on the Notes not delivered to the Trustee for cancellation for
principal, premium, Additional Amounts and Special Interest, if any, and
accrued interest to the date of maturity or redemption;


 


(2)                                  no Default or Event of Default has occurred
and is continuing on the date of such deposit or will occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or any
Subsidiary Guarantor is a party or by which the Company or any Subsidiary
Guarantor is bound;


 


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


 


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


 


(5)                                  the Company has delivered an Officers’
Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied.


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
provisions of Article 2 and Sections 4.01, 4.02, 8.06 and 11.02 will
survive.  In addition, nothing in this
Section 11.01 will be deemed to discharge the provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and
discharge of this Indenture.


 


Section 11.02.  Application of Trust Money.


 


Subject
to the provisions of Section 8.06, all money deposited with the Trustee
pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and Additional Amounts, Special Interest and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


 


If
the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company’s and any Subsidiary Guarantor’s obligations under this Indenture and
the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 11.01; provided
that if the Company has made any payment of principal of, premium, if any, or
interest on any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the
Trustee or Paying Agent.


 


97

















 


ARTICLE 12

MISCELLANEOUS


 


Section 12.01.  Trust Indenture Act Controls.


 


If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA §318(c), the imposed duties will control.


 


Section 12.02.  Notices.  Any notice or communication by the Company,
any Subsidiary Guarantor or the Trustee to the others is duly given if in
writing and delivered in Person or mailed by first class mail (registered or
certified, return receipt requested), telecopy or overnight air courier
guaranteeing next day delivery, to the others’ address:


 


If
to the Company and/or any Subsidiary Guarantor:


 


Rhodia

26, quai Alphonse Le Gallo

92512 Boulogne-Billancourt Cedex

France

Telecopier No.:  33-1-5538-4400


Attention:  Chief Financial Officer


 


If
to the Trustee:


 


The
Bank of New York 

One Canada Square


London
E14 5AL

United Kingdom

Telecopier No.:  +44 207 964
6399

Attention:  Global Trust Services


 


The
Company, any Subsidiary Guarantor or the Trustee, by written notice to the
others may designate additional or different addresses for subsequent notices
or communications.


 


All
notices and communications (other than those sent to Holders) will be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five calendar days after being deposited in the mail, postage prepaid, if
mailed by first class mail; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight
courier guaranteeing next day delivery.


 


For
so long as any Notes are represented by one or more Global Notes, all notices
to Holders will be delivered to DTC for communication to entitled account
holders or, alternatively, will be published in a leading English language
newspaper published in the City of London and a leading English language daily
newspaper published in the Borough of Manhattan, City of New York or such other
English language daily newspaper with general circulation in Europe or the
United States, as the case may be, as the Trustee may approve.  It is expected that any such publication
will normally be made in the Financial Times
and the Wall Street Journal.  If and for so long as the Notes are listed
on the Luxembourg Stock Exchange and the rules of that exchange so require, all
notices to Holders will also be published in the Luxemburger Wort or in another daily newspaper published in
Luxembourg approved by the Trustee.


 


98

















 


If
publication as provided herein is not practicable, notice will be given in such
other manner, and shall be deemed to have been given on such date, as the
Trustee may approve.  In the case of
Definitive Registered Notes, all notices to Holders will be validly given if
mailed to them at their respective addresses in the Register.


 


Notices
given by publication will be deemed to have been given on the date of such
publication or, if published more than once on different dates, on the first
date on which publication is made. 
Notices delivered to DTC will be deemed made on the date delivered.  Notices given by first class mail, postage
prepaid, will be deemed given five calendar days after mailing.


 


Any
notice or communication will also be so mailed to any Person described in TIA
§ 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any
defect in it will not affect its sufficiency with respect to other
Holders.  If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it.


 


In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose thereunder.


 


If
the Company mails a notice or communication to Holders, it will mail a copy to
the Trustee and each Agent at the same time.


 


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


 


Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect
to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA § 312(c).


 


Section 12.04.  Certificate and Opinion as to Conditions Precedent.


 


Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


 


(1)                                  an Officers’ Certificate in form reasonably
satisfactory to the Trustee (which must include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and


 


(2)                                  an Opinion of Counsel in form reasonably
satisfactory to the Trustee (which must include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been satisfied.


 


Section 12.05.  Statements Required in Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and
must include:


 


99

















 


(1)                                  a statement that the Person making such
certificate or opinion has read such covenant or condition;


 


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


 


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


 


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


 


Section 12.06.  Rules by Trustee and Agents.


 


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


 


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


 


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


 


Section 12.08.  Legal Holidays.


 


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


 


Section 12.09.  Governing Law.


 


THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT


 


100

















 


THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 12.10.  Submission to Jurisdiction.


 


ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY ARISING OUT OF OR RELATING
HERETO OR TO THE NOTES OR ARISING UNDER THE U.S. FEDERAL OR STATE SECURITIES
LAWS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN
THE STATE, COUNTY AND CITY OF NEW YORK. 
BY EXECUTING AND DELIVERING THIS AGREEMENT, THE COMPANY IRREVOCABLY
ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE
OF SUCH COURTS;  WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS; AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING
IN ANY SUCH COURT MAY BE MADE AS SET OUT IN SECTION 12.11 BELOW BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE COMPANY AT ITS ADDRESS
PROVIDED IN ACCORDANCE WITH SECTION 12.02;  AGREES THAT SUCH SERVICE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE COMPANY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND
AGREES TRUSTEE RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER
JURISDICTION.


 


Section 12.11.  Service of Process.


 


The
Company hereby acknowledges and agrees that it has, by separate letter
agreement, irrevocably appointed CT Corporation System, 111 Eighth Avenue, 13th
Floor, New York, New York 10011, as its authorized agent upon which process may
be served in any suit or proceeding against the Company arising out of or
relating to this Indenture or the Notes or arising under the U.S. federal or
state securities laws and arising out of, related to or based upon the
transactions contemplated by this Agreement, and agree that service of process
upon such agent, and written notice of said service to them, by the person
serving the same to the address provided in Section 12.02, shall be deemed
in every respect effective service of process upon it in any such suit or
proceeding.  The Company further agrees
to take any and all action as may be necessary to maintain such designation and
appointment of such agent in full force and effect for a period of seven years
from the date of this Indenture.


 


Section 12.12.
 Value
Added Tax.


 


All amounts of fees, disbursements or expenses,
payable to the Trustee or the Holders of the Notes under the terms of this
Indenture are exclusive of any Value-Added Tax or any similar taxes (“VAT”) chargeable on or in connection with
those fees, disbursements or expenses. 
If any VAT is or becomes chargeable for any reason, that tax (including
any penalties and interest for late payment) will be borne by the Company.  In this event, such VAT will be invoiced by
the Trustee or the Holders of the Notes or, where appropriate, directly
accounted for at the applicable rate by the Company under the reverse charge
procedure provided for by Article 283.2° of the French General Tax Code.


 


Section 12.13.  No Adverse Interpretation
of Other Agreements.


 


This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.


 


101

















 


Section 12.14.  Currency


 


The
U.S. dollar is the sole currency of account and payment for all sums payable by
the Company and the Subsidiary Guarantors, if any, under or in connection with
the Notes, including damages.  Any
amount received or recovered in a currency other than the U.S. dollar (whether
as a result of, or the enforcement of, a judgment or order of a court of any
jurisdiction, in the winding-up or dissolution of the Company, any Subsidiary Guarantor
or otherwise) by any Holder of a Note or the Trustee in respect of any sum
expressed to be due to it from the Company or any Subsidiary Guarantor will
only constitute a discharge to the Company or the Subsidiary Guarantor to the
extent of the U.S. dollar amount which the recipient is able to purchase with
the amount so received or recovered in that other currency on the date of that
receipt or recovery or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so).


 


Section 12.15.  Currency Calculation


 


Except
as otherwise expressly set forth herein, for purposes of determining compliance
with any euro-denominated restriction herein, the euro-equivalent amount for
purposes hereof that is denominated in a non-euro currency shall be calculated
based on the relevant currency exchange rate in effect on the date such
non-euro amount is incurred or made.


 


Section 12.16.  Information


 


For
so long as the Notes are listed on the Luxembourg Stock Exchange and the rules
of such exchange so require, copies of this Indenture and the Registration
Rights Agreement will be made available for inspection in Luxembourg through
the offices of the Paying Agent in Luxembourg.


 


Section 12.17.  Successors.


 


All
agreements of the Company or any Subsidiary Guarantor in this Indenture and the
Notes will bind its successors.  All
agreements of the Trustee in this Indenture will bind its successors.


 


Section 12.18.  Severability.


 


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


 


Section 12.19.  Counterpart Originals.


 


The
parties may sign any number of copies of this Indenture.  Each signed copy will be an original, but
all of them together represent the same agreement.


 


Section 12.20.  Table Of Contents, Headings, etc.


 


The
Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way
modify or restrict any of the terms or provisions hereof.


 


102

















 


[Signatures on following page]


 


103

















 


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


 


 


	
   

  	
  RHODIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Pierre Prot

  	
   

  
	
   

  	
  Name:

  	
  Pierre
  Prot

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK,

  	
   

  
	
   

  	
  as
  Trustee, Paying Agent and Transfer Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Emma Wilkes

  	
   

  
	
   

  	
  Name:

  	
  Emma
  Wilkes

  
	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK

  	
   

  
	
   

  	
  (LUXEMBOURG)
  S.A., as Luxembourg Paying

  Agent and Transfer Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Miczllef

  	
   

  
	
   

  	
  Name:

  	
  David
  Miczllef

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jose Luis Perez

  	
   

  
	
   

  	
  Name:

  	
  Jose
  Luis Perez

  
	
   

  	
  Title:

  	
  Vice
  President

  
						



 

















 


EXHIBIT A


 


[FACE OF NOTE]


 


THE FOLLOWING INFORMATION IS SUPPLIED SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES. 
THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE
MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE:


 


Holders
may obtain information regarding the amount of OID, the issue price, the issue
date and the yield to maturity relating to the Note by contacting the Director
of Financial Communications of Rhodia at 26, quai Alphonse Le Gallo, 92512
Boulogne-Billancourt Cedex, France (telephone: +33-1-5538-4000).


 


CUSIP
No.                    


ISIN
No.                    


Common
Code                    


 


101⁄4% Senior Note due 2010


 


	
  No.            

  	
   

  	
  Amount: $                    

  



 


RHODIA


 


promises
to pay to Cede & Co. or registered assigns,


 


the
principal sum of

                                                                                                                                                                        
[Insert in Global Notes – or such other principal sum as shall be set forth in
the Schedule of Exchanges of Interests in the Global Note annexed hereto]
U.S. Dollars on June 1, 2010.


 


Interest
Payment Dates: June 1 and December 1


 


Record
Dates: May 15 and November 15


 


A-1

















 


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


 


 


	
   

  	
  RHODIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


 


Dated:


 


CERTIFICATE OF AUTHENTICATION


 


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


 


 


	
   

  	
  THE
  BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Officer

  
					



 


A-2

















 


[Back of Note]

101⁄4% Senior Note due 2010


 


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


 


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


 


[Insert the French Legend]


 


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


 


(1)                                  PRINCIPAL AND INTEREST.  The
Company promises to pay the principal of this Note on June 1, 2010. The
Company promises to pay interest on the principal amount of this Note on each
interest payment date, as set forth on the face of this Note, at the rate of
10.250% per annum (subject to adjustment as provided below). Interest will be
payable semiannually in arrears (to the holders of record of the Notes at the close
of business on May 15 or November 15 immediately preceding the interest
payment date) on each interest payment date, commencing
                            ,
20    .


 


The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement and to receive Special Interest under certain circumstances as
further described in the Registration Rights Agreement. Interest on this Note
will accrue from the most recent date to which interest has been paid or duly
provided for on this Note (or, if there is no existing default in the payment
of interest and if this Note is authenticated between a regular record date and
the next interest payment date, from such interest payment date) or, if no
interest has been paid or duly provided for, from the Issue Date.  Interest will be computed on the basis of a
360-day year of twelve 30-day months. 
Principal, premium, if any, interest, Additional Amounts, if any, and
Special Interest, if any, will be payable to the Person entitled thereto at the
office or agency of the Company or Paying Agent maintained for such purpose or,
at the option of the Company (in the case of interest due on an interest
payment date), by check mailed to the registered address of such Person; provided, however, that payments to the Depositary
will be made by wire transfer of immediately available funds to the account of
the Depositary or its nominee.  Holders
must surrender Notes to a Paying Agent to collect principal payments.


 


The Company will pay interest on overdue principal, premium, if any,
and, to the extent lawful, interest, Additional Amounts, if any, and Special
Interest, if any, at a rate per annum that is 1% in excess of 10.250%.  Interest not paid when due and any interest
on principal, premium, interest, Additional Amounts, if any or Special
Interest, if any, not paid when due will be paid to the Persons that are
Holders on a special record date, which will be the 15th day preceding the date
fixed by the Company for the payment of such interest, whether or not such day
is a Business Day.  At least 15 days
before a special record date, the Company will send to each Holder and to the
Trustee a notice that sets forth the special record date, the payment date and
the amount of interest to be paid.


 


(2)                                  INDENTURE. This is one of the Notes issued under an
Indenture dated as of May 17, 2004 (as amended from time to time, the “Indenture”), between the Company and The
Bank of New York, as Trustee. 
Capitalized terms used herein are used as defined in the Indenture
unless otherwise indicated.  The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the TIA and those stated in the Registration Rights
Agreement.  The Notes are subject to all
such terms, and Holders are referred to the Indenture, the TIA and the
Registration Rights Agreement for a statement of all such terms.  To the extent permitted by applicable law,
in the event of any inconsistency between the terms of this Note and the terms
of the Indenture and the Registration Rights


 


A-3

















 


Agreement,
the terms of the Indenture or the Registration Rights Agreement as applicable,
will control.


 


The Notes are general unsecured obligations of the Company.  The Indenture limits the original aggregate
principal amount of the Notes to $647,500,000, but Additional Notes may be
issued pursuant to the Indenture, and the originally issued Notes and all such
Additional Notes vote together for all purposes as a single class.


 


(3)                                  REDEMPTION AND REPURCHASE. DISCHARGE PRIOR TO REDEMPTION OR MATURITY. This Note is
subject to optional redemption, and may be the subject of an offer to purchase,
as further described in the Indenture. 
There is no sinking fund or mandatory redemption applicable to this
Note.


 


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


 


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


 


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


 


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


 


(7)                                  TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any other
capacity, may become an owner or pledgee of Notes, make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.


 


(8)                                  NO RECOURSE AGAINST OTHERS. 
A director, officer, employee, incorporator or stockholder, of the
Company, as such, will not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and


 


A-4

















 


releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


(9)                                  AUTHENTICATION. 
This Note will not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.


 


(10)                            ABBREVIATIONS. 
Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian) and
U/G/M/A (= Uniform Gifts to Minors Act).


 


(11)                            ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. 
In addition to the rights provided to Holders of Notes under the Indenture,
Holders of Notes will have all the rights set forth in the Registration Rights
Agreement dated as of May 17, 2004, among the Company, and the other parties
named on the signature pages thereof or, in the case of Additional Notes,
Holders of Notes will have the rights set forth in one or more registration
rights agreements, if any, among the Company, and the other parties thereto,
relating to rights given by the Company and to the purchasers of any Additional
Notes.


 


(12)                            ISIN/COMMON CODE/CUSIP NUMBERS. The Company has
caused ISIN/Common Code/CUSIP numbers to be printed on the Notes and the
Trustee may use ISIN/Common Code/CUSIP numbers in notices of redemption as a
convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


 


The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:


 


Rhodia


26,
quai Alphonse Le Gallo


92512
Boulogne-Billancourt Cedex

France


 


Attention:  Corporate Secretary


 


A-5

















 


ASSIGNMENT FORM


 


To
assign this Note, fill in the form below:


 


	
  (I)
  or (we) assign and transfer this Note to:

  	
   

  
	
  (Insert assignee’s legal name)

  
	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type assignee’s name, address and zip code)

  



 


and
irrevocably
appoint                                                                                                                                                                             to
transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  	
   

  
							



 












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


 


A-6

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, check the appropriate
box below:


 


	
   

  	
  o Section 4.10

  	
  o Section 4.15

  	
   

  



 


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


 


$                            


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax
  Identification No.:

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  	
   

  
								



 












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


 


A-7

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


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


 


	
  Date of Exchange

  	
   

  	
  Amount of
  decrease in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Amount of
  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature
  of authorized

  officer of Registrar or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 












*
This schedule should be included only
if the Note is issued in global form.


 


A-8

















 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Rhodia


26,
quai Alphonse Le Gallo


92512
Boulogne-Billancourt Cedex

France


 


The
Bank of New York

101 Barclay Street

New York, NY  10286

United States of America


 


Re:  101⁄4%
Senior Notes due 2010


 


(CUSIP:                            )


 


Reference
is hereby made to the Indenture, dated as of May 17, 2004 (the “Indenture”), between Rhodia, as issuer
(the “Company”), and The Bank of New
York, as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.


 


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


 


[CHECK ALL THAT APPLY]


 


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


 


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


 


B-1

















 


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


 


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


 


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


 


or


 


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


 


or


 


(c)                                  o  such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby
further certifies that it has not engaged in any general solicitation within
the meaning of Regulation D under the Securities Act and the Transfer complies
with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit E to the Indenture and
(2) if such Transfer is in respect of a principal amount of Notes at the time
of transfer of less than $250,000, an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act.


 


Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Registered Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Restricted
Definitive Registered Notes and in the Indenture and the Securities Act.


 


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


 


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


 


B-2

















 


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


 


(c)  o  Check if
Transfer is Pursuant to an Effective Registration Statement under the
Securities Act. The Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act.  Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.


 


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


 


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


 


	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 


B-3

















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


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


 


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


 


(a)  o  a beneficial interest in the:


 


(i)                               o  144A
Global Note
(CUSIP                ),
or


 


(ii)                            o 
Regulation S Global Note
(CUSIP                ),
or


 


(iii)                         o  IAI
Global Note
(CUSIP                ),
or


 


(b)  o   a Restricted Definitive Note.


 


2.                                       After the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)  o  a beneficial interest in the:


 


(i)                               o  144A
Global Note
(CUSIP                ),
or


 


(ii)                            o 
Regulation S Global Note
(CUSIP                ),
or


 


(iii)                         o  IAI
Global Note
(CUSIP                ),
or


 


(iv)                        o 
Unrestricted Global Note
(CUSIP                );
or


 


(b)  o  a Restricted Definitive Note; or


 


(c)  o  an Unrestricted Definitive Note,


 


in
accordance with the terms of the Indenture.


 


B-4

















 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Rhodia


26,
quai Alphonse Le Gallo


92512
Boulogne-Billancourt Cedex

France


 


The
Bank of New York

101 Barclay Street

New York, NY  10286

United States of America


 


Re:  101⁄4%
Senior Notes due 2010


 


(CUSIP:                     )


 


Reference
is hereby made to the Indenture, dated as of May 17, 2004 (the “Indenture”), between Rhodia, as issuer
(the “Company”), and The Bank of
New York, as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.


 


                                                ,
(the “Owner”) owns and proposes
to exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of
$                     in
such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner
hereby certifies that:


 


1.                                       Exchange of Restricted
Definitive Notes or Beneficial Interests in a Restricted Global Note for
Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global
Note


 


(a)  o  Check if
Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


 


(b)
 o  Check if
Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. 
In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.


 


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


 


C-1

















 


interest
is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.


 


(d)  o  Check if
Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


2.                                       Exchange of Restricted
Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes


 


(a)  o  Check if
Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


(b)  o  Check if
Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note.  In
connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the [CHECK ONE] o 144A
Global Note, o Regulation S Global Note, o IAI Global Note with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer and (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.


 


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


 


 


	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 


C-2

















 


EXHIBIT D


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSIDIARY GUARANTORS


 


 


SUPPLEMENTAL INDENTURE


 


 


dated as
of           ,       


 


among


 


Rhodia,


 


 


The Subsidiary Guarantor(s) Party Hereto


 


and


 


The Bank of New York,

as Trustee


 


101⁄4% Dollar-denominated Senior Notes due 2010


 


D-1

















 


THIS
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of
               ,        ,
among Rhodia, a société anonyme
organized under the laws of France (the “Company”),
[insert each Guarantor executing this Supplemental Indenture and its
jurisdiction of incorporation], a subsidiary of the Company (each an “Undersigned”) and The Bank of New York, as
trustee (the “Trustee”).


 


RECITALS


 


WHEREAS,
the Company and the Trustee entered into the Indenture, dated as of May 17,
2004 (the “Indenture”), relating
to the issuance of the Company’s 101⁄4% Senior Notes due 2010 (the “Notes”);


 


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


 


WHEREAS,
pursuant to Section 9.01(7) of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.


 


AGREEMENT


 


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


 


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


 


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


 


Section 3.  The
Guarantees.  Subject to
Section 9 and the other provisions of this Supplemental Indenture, each
Subsidiary Guarantor hereby irrevocably and unconditionally guarantees, jointly
and severally, on an unsecured unsubordinated basis, the full and punctual
payment (whether at Stated Maturity, upon redemption, purchase pursuant to an
offer to purchase or acceleration, or otherwise) of the principal of, premium,
Additional Amounts and Special Interest, if any, and interest on each Note, and
the full and punctual payment of all other amounts payable by the Company under
the Indenture.  Upon failure by the Company to pay punctually any such
amount, each Subsidiary Guarantor shall forthwith on demand pay the amount not
so paid at the place and in the manner specified in the Indenture.


 


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


 


D-2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


D-3

















 


any
other Subsidiary Guarantor, with respect to such payment so long as any amount
payable by the Company under the Indenture or under the Notes remains unpaid.


 


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


 


Section 9.  Limitation
on Amount of Guarantee.  Notwithstanding
anything to the contrary in this Guarantee, the Trustee, the Holders and the
Subsidiary Guarantors hereby irrevocably agree that the obligations of each
Subsidiary Guarantor under its Guarantee are limited as follows :  [Insert limits on Guarantee permitted by
Section 4.21 of the Indenture].


 


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


 


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


 


(1)                                  such Subsidiary ceasing to be a Restricted
Subsidiary (including as a result of any sale, exchange or transfer, to any
Person, of all the Company’s Capital Stock in such Restricted Subsidiary) in
compliance with Section 4.10 of the Indenture (including the requirements relating
to the application of proceeds) and otherwise in compliance with the Indenture,
or


 


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


 


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


 


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


 


Section 12.  Governing
Law.  THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL


 


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INDENTURE
AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 


Section 13.  Submission
to Jurisdiction.


 


THE
UNDERSIGNED HEREBY AGREES THAT ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE
COMPANY ARISING OUT OF OR RELATING HERETO, THE INDENTURE OR THE NOTES OR
ARISING UNDER THE U.S. FEDERAL OR STATE SECURITIES LAWS MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY
OF NEW YORK.  BY EXECUTING AND
DELIVERING THIS AGREEMENT, THE UNDERSIGNED IRREVOCABLY ACCEPTS GENERALLY AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;  WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY
BE MADE AS SET OUT IN SECTION 14 BELOW BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO THE ADDRESS OF THE COMPANY PROVIDED IN ACCORDANCE
WITH SECTION 12.02;  AGREES THAT
SUCH SERVICE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER IT IN ANY SUCH
PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT; AND AGREES TRUSTEE RETAINS THE RIGHT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST IT IN THE
COURTS OF ANY OTHER JURISDICTION.


 


Section 14.  Service
of Process.


 


The
Undersigned hereby acknowledges and agrees that it has, by separate letter
agreement, irrevocably appointed CT Corporation System, 111 Eighth Avenue, 13th
Floor, New York, New York 10011, as its authorized agent upon which process may
be served in any suit or proceeding against it arising out of or relating to
this Supplemental Indenture, the Indenture or the Notes or arising under the
U.S. federal or state securities laws and arising out of, related to or based
upon the transactions contemplated by this Supplemental Indenture, the
Indenture or the Notes, and agree that service of process upon such agent, and
written notice of said service to them, by the person serving the same to the
address provided in Section 12.02 of the Indenture, shall be deemed in
every respect effective service of process upon it in any such suit or
proceeding.  The Undersigned further
agrees to take any and all action as may be necessary to maintain such
designation and appointment of such agent in full force and effect for a period
of seven years from the date of this Indenture.


 


Section 15.  Value
Added Tax.


 


All amounts of fees, disbursements or expenses,
payable to the Trustee or the Holders of the Notes under the terms of this
Supplemental Indenture are exclusive of any Value-Added Tax or any similar
taxes (“VAT”) chargeable on or in
connection with those fees, disbursements or expenses.  If any VAT is or becomes chargeable for any
reason, that tax (including any penalties and interest for late payment) will
be borne by the Company and the Subsidiary Guarantors.  In this event, such VAT will be invoiced by
the Trustee or the Holders of the Notes or, where appropriate, directly
accounted for at the applicable rate by the Company or the Subsidiary
Guarantors, as applicable, under the reverse charge procedure provided for by
Article 283.2° of the French General Tax Code.


 


Section 16.  No
Personal Liability of Directors, Officers, Employees and Stockholders.  No past, present or future director,
officer, employee, incorporator or stockholder of any Subsidiary Guarantor, as
such, will have any liability for any obligations


 


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of
the Company or such Subsidiary Guarantor under the Notes, the Indenture, or for
any claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder of the Notes by
accepting the Notes waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes. 
The waiver may not be effective to waive liability under United States
securities laws.


 


Section 17.  Counterpart
Originals.  This Supplemental
Indenture may be signed in various counterparts which together will constitute
one and the same instrument.


 


Section 18.  This Supplemental Indenture is an amendment
supplemental to the Indenture and the Indenture and this Supplemental Indenture
will henceforth be read together.


 


Section 19.  The recitals contained herein shall be taken
as the statements of the Company and the Subsidiary Guarantor or Guarantors
party hereto, and the Trustee assumes no responsibility for their correctness
and makes no representations as to the validity or sufficiency of this
Supplemental Indenture.


 


Section 20.  Successors.  All agreements of the Company or
any Subsidiary Guarantor in this Supplemental Indenture, the Indenture and the
Notes will bind its successors.  All
agreements of the Trustee in this Indenture will bind its successors.


 


[Signatures on following page]


 


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


 


 


	
   

  	
  RHODIA,
  as Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [SUBSIDIARY
  GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


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EXHIBIT E


 


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


Rhodia


26,
quai Alphonse Le Gallo


92512
Boulogne-Billancourt Cedex

France


 


The
Bank of New York

101 Barclay Street

New York, NY  10286

United States of America


 


Re:  101⁄4%
Senior Notes due 2010


 


(CUSIP:                 )


 


Reference
is hereby made to the Indenture, dated as of May 17, 2004 (the “Indenture”), between Rhodia, as issuer
(the “Company”), and The Bank of
New York, as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.


 


In
connection with our proposed purchase of
$                        aggregate
principal amount of:


 


(a)  o  a Book-Entry Interest in a Global Note, or


 


(b)  o  a Definitive Registered Note,


 


we
confirm that:


 


1.                                       We understand that any subsequent transfer of
the Notes or any interest therein is subject to certain restrictions and
conditions set forth in the Indenture and the undersigned agrees to be bound
by, and not to resell, pledge or otherwise transfer the Notes or any interest
therein except in compliance with, such restrictions and conditions and the
Securities Act of 1933, as amended (the “Securities
Act”).


 


2.                                       We understand that the offer and sale of the
Notes have not been registered under the Securities Act, and that the Notes and
any interest therein may not be offered or sold except as permitted in the
following sentence.  We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell the Notes or any interest therein, we will do so
only (A)(1) to a person who the seller reasonably believes is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act
purchasing for its own account of for the account of a qualified institutional
buyer in a transaction meeting the requirements of Rule 144A, (2) in an
offshore transaction complying with the requirements of Rule 903 or 904 of
Regulation S under the Securities Act, (3) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (if
available), (4) to an institutional “accredited investor” (as defined in Rule
501(A)(1), (2), (3) or (7) of Regulation D under the Securities Act) that,
prior to such transfer, furnishes the Trustee a signed letter containing
certain representations and agreements relating to the transfer of such notes
and, if such transfer is in respect of less than $250,000 of Notes, an opinion
of counsel, (5) to the Company or any subsidiary thereof or (6) pursuant to an
effective registration statement, and (B) in accordance with all applicable
securities laws of the States of the Unites States, and we further agree to
provide to any Person purchasing the Definitive Registered Note or beneficial
interest in a Global Note from us in a transaction meeting the


 


E-1

















 


requirements
of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.


 


3.                                       We understand that, on any proposed resale of
the Notes or beneficial interest therein, we will be required to furnish to you
and the Company such certifications, legal opinions and other information as
you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. 
We further understand that the Notes purchased by us will bear a legend
to the foregoing effect.


 


4.                                       We are an institutional “accredited investor”
(as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear
the economic risk of our or its investment.


 


5.                                       We are acquiring the Notes or a beneficial
interest therein purchased by us for our own account or for one or more
accounts (each of which is an institutional “accredited investor”) as to each
of which we exercise sole investment discretion.


 


6.                                       We are acquiring the Notes or a beneficial
interest therein without a view to distribution thereof in violation of the
Securities Act.


 


You
and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.


 


	
   

  	
   

  
	
   

  	
  [Insert Name of Accredited Investor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


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