Exhibit 4.2


 


EXECUTION
COPY


 




 





RHODIA


 


10.500% EURO-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.


 

















 


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 or Common Code Number.

  	
   

  
	
  Section 2.15 . 
  Fees, Duties and Taxes.

  	
   

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

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
  REDEMPTION AND REPAYMENT

  	
   

  
	
   

  	
   

  
	
  Section 3.01 .  Notices to Trustee.

  	
   

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

  	
   

  
	
  Section 3.03 .  Notice of Redemption.

  	
   

  
	
  Section 3.04 .  Effect of Notice of Redemption.

  	
   

  
	
  Section 3.05 .  Deposit of Redemption or Purchase Price.

  	
   

  
	
  Section 3.06 .  Notes Redeemed or Purchased in Part.

  	
   

  
	
  Section 3.07 .  Optional Redemption.

  	
   

  
	
  Section 3.08 .  Redemption for Taxation Reasons.

  	
   

  
	
  Section 3.09 .  Mandatory Redemption.

  	
   

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

  	
   

  



 


i

















 


	
  ARTICLE 4

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  Section 4.01 .  Payment of Notes.

  	
   

  
	
  Section 4.02 .  Maintenance of Office or Agency.

  	
   

  
	
  Section 4.03 .  Reports.

  	
   

  
	
  Section 4.04 .  Compliance Certificate.

  	
   

  
	
  Section 4.05 .  Taxes.

  	
   

  
	
  Section 4.06 .  Stay, Extension and Usury Laws.

  	
   

  
	
  Section 4.07 .  Restricted Payments.

  	
   

  
	
  Section 4.08 .  Dividend and Other Payment Restrictions
  Affecting Subsidiaries.

  	
   

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

  	
   

  
	
  Section 4.10 .  Asset Sales.

  	
   

  
	
  Section 4.11 .  Transactions with Affiliates.

  	
   

  
	
  Section 4.12 .  Liens.

  	
   

  
	
  Section 4.13 .  Business Activities.

  	
   

  
	
  Section 4.14 .  Corporate Existence.

  	
   

  
	
  Section 4.15 .  Offer to Repurchase Upon Change of
  Control.

  	
   

  
	
  Section 4.16 .  Limitation on Sale and Leaseback
  Transactions.

  	
   

  
	
  Section 4.17 .  Payments for Consent.

  	
   

  
	
  Section 4.18 .  Designation of Restricted and Unrestricted
  Subsidiaries.

  	
   

  
	
  Section 4.19 .  [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.

  	
   

  



 


ii

















 


	
  ARTICLE 7

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 7.01 .  Duties of Trustee.

  	
   

  
	
  Section 7.02 .  Rights of Trustee.

  	
   

  
	
  Section 7.03 .  Individual Rights Of Trustee.

  	
   

  
	
  Section 7.04 .  Trustee’s Disclaimer.

  	
   

  
	
  Section 7.05 .  Notice of Defaults.

  	
   

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

  	
   

  
	
  Section 7.07 .  Compensation and Indemnity.

  	
   

  
	
  Section 7.08 .  Replacement of Trustee.

  	
   

  
	
  Section 7.09 .  Successor Trustee by Merger, etc.

  	
   

  
	
  Section 7.10 .  Eligibility; Disqualification.

  	
   

  
	
  Section 7.11 .  Preferential Collection of Claims Against
  Company.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 8

  	
   

  
	
  LEGAL DEFEASANCE AND
  COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

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

  	
   

  
	
  Section 8.02 .  Legal Defeasance and Discharge.

  	
   

  
	
  Section 8.03 .  Covenant Defeasance.

  	
   

  
	
  Section 8.04 .  Conditions to Legal or Covenant
  Defeasance.

  	
   

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

  	
   

  
	
  Section 8.06 .  Repayment to Company.

  	
   

  
	
  Section 8.07 .  Reinstatement.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 9

  	
   

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  
	
   

  	
   

  
	
  Section 9.01 .  Without Consent of Holders of Notes.

  	
   

  
	
  Section 9.02 .  With Consent of Holders of Notes.

  	
   

  
	
  Section 9.03 .  Compliance with Trust Indenture Act.

  	
   

  
	
  Section 9.04 .  Revocation and Effect of Consents.

  	
   

  
	
  Section 9.05 .  Notation on or Exchange of Notes.

  	
   

  
	
  Section 9.06 .  Trustee to Sign Amendments, etc.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10

  	
   

  
	
  [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.

  	
   

  



 


iii

















 


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

  	
   

  
	
  Section 12.04 .  Certificate and Opinion as to Conditions
  Precedent.

  	
   

  
	
  Section 12.05 .  Statements Required in Certificate or
  Opinion.

  	
   

  
	
  Section 12.06 .  Rules by Trustee and Agents.

  	
   

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

  	
   

  
	
  Section 12.08 .  Legal Holidays.

  	
   

  
	
  Section 12.09 .  Governing Law.

  	
   

  
	
  Section 12.10
  .  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

  	
   

  



 


iv

















 


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) 10.500% 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) 10.500% 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,
€181,000,000 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 or on behalf of, and registered in the name of, the Common Depositary of
Euroclear and Clearstream or its nominee 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
Euroclear and Clearstream 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, euros, 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.


 


“Common
Depositary” means The Bank of New York Depository (Nominees)
Limited, as common depositary for Euroclear and Clearstream or any
successor common depositary.


 


“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


 


5

















 


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


 


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


 


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


 


6

















 


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


 


in each case as determined on a consolidated basis in conformity with
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.


 


7

















 


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


 


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


 


“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.


 


8

















 


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


 


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


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, Euroclear and Clearstream, and any and all successors thereto
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.


 


“Dollar 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 Dollar Notes.


 


“Dollar Notes” means the
10.250% Senior Notes due 2010 issued by the Company on the date of this
Indenture pursuant to the Dollar Notes Indenture.


 


“Dollar 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 Dollar Notes are issued, as the
same shall be amended from time to time.


 


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


 


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


 


9

















 


“Equity Offering” means any
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.


 


“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


 


10

















 


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


 


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


 


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


 


(1)                                  acquisitions or
dispositions that have been made by the specified Person or any of its
Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the
Calculation Date (including any acquisitions or dispositions made during such
reference period or subsequent to such reference period and on or prior to the
Calculation Date by any Person that became a Restricted Subsidiary or was
merged with and into the specified Person or any of its Restricted Subsidiaries
on or prior to such Calculation Date) will be given pro forma effect as if they
had occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow 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 


 


11

















 


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


 


(5)                                  the Consolidated Cash
Flow attributable to discontinued operations, as determined in accordance with
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, 


 


12

















 


the payment of which is unconditionally guaranteed as a full faith and
credit obligation of such government; or


 


(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 and deposited with or on behalf of, and
registered in the name of, the Common Depositary of Euroclear and Clearstream
or its nominee 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.


 


13

















 


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


 


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


 


“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.


 


14

















 


“Investments” shall exclude extensions of trade credit by the Company
or any of its Restricted Subsidiaries in the ordinary course of business.


 


“Issue
Date” means the date of this Indenture.


 


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


 


“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 


 


15

















 


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.


 


“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 Dollar 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.


 


16

















 


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


 


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


 


“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;


 


17

















 


(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 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
Dollar Notes and any Dollar 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


 


18

















 


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 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;


 


19

















 


(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;


 


(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);


 


20

















 


(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 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.


 


21

















 


“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
Dollar Notes, as such agreement may be amended, modified or supplemented from
time to time, and, with respect to any Additional Notes, one or more
registration rights agreements among the Company and the other parties thereto,
as such agreement(s) may be amended, modified or supplemented from time to
time, relating to rights given by the Company, and the Subsidiary Guarantors,
if any, to the purchasers of Additional Notes 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 or on behalf of, and registered in the name of, the Common
Depositary for Euroclear and Clearstream or its nominee, 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.


 


22

















 


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


 


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


 


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


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


“Senior
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 


 


23

















 


is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and


 


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


 


“Subsidiary
Guarantor” means any Restricted Subsidiary that Guarantees the Notes
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
or on behalf of and registered in the name of the Common Depositary or its
nominee, 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.


 


24

















 


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

  



 


25

















 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “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

  
	
  “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.


 


26

















 


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;


 


(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.


 


27

















 


(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
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 Common Depositary as custodian
for Euroclear and Clearstream, duly executed by the Company and authenticated
by the Trustee as hereinafter provided and registered in the name of the Common
Depositary or its nominee.  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 Common Depositary as custodian for the Euroclear and Clearstream, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided and registered in the name of the Common Depositary or its
nominee.  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 Common Depositary as custodian for Euroclear and Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided and
registered in the name of the Common Depositary or its nominee.  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 Euroclear or Clearstream.


 


28

















 


(f)                                    Denomination.


 


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


 


Section 2.02.  Execution and Authentication.


 


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


 


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


 


(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 


 


29

















 


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 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 


 


30

















 


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.


 


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


 


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


 


(i)                                     Euroclear or
Clearstream notify the Company that they are unwilling or unable to continue to
act as Depositary and a qualified successor Depositary is not appointed by the
Company with 120 days;


 


(ii)                                  Euroclear or
Clearstream so request following an Event of Default under this Indenture or
the Dollar Notes Indenture; or


 


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


 


31

















 


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, Book-Entry Interests in
Regulation S Global Notes must be held through Euroclear or Clearstream.  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 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.


 


32

















 


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


 


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


 


(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



 


33

















 


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


 


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


 


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


 


If any such transfer referred to above is effected 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;


 


34

















 


(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;


 


(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;


 


35

















 


(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 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 


 


36

















 


issued in exchange for a Book-Entry Interest pursuant to this
Section 2.06(c)(iii) shall be registered by the Registrar in such name or
names and in such authorized denomination or denominations as the holder of
such Book-Entry Interest shall instruct the Registrar through instructions from
the Depositary and the Participant or Indirect Participant.  The Registrar shall deliver such Definitive
Registered Notes to the Persons in whose names such Notes are so registered.  Any Definitive Registered Note issued in
exchange for a Book-Entry Interest pursuant to this 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,


 


37

















 


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


 


38

















 


to be increased the aggregate
principal amount of the Unrestricted Global Note.


 


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


 


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


 


39

















 


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


 


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


 


(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 


 


40

















 


Registrar will register and the Trustee will authenticate and deliver the Unrestricted
Definitive Registered Note.


 


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


 


(f)                                    Exchange
Offer.


 


Upon the occurrence of the Exchange Offer, the Company shall 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:


 


41

















 


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


 


(ii)                                  Private Placement Legend:


 


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


 


“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
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 


 


42

















 


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:


 


“THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (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 COMMON DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME THE
COMMON DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMMON DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, 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 


 


43

















 


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).”


 


(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 Common Depositary, 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 Common Depositary,
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.


 


44

















 


(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, 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.


 


45

















 


(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.


 


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


 


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


 


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


 


Section 2.09.  Treasury Notes.


 


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


 


Section 2.10.  Temporary Notes.


 


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


 


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


 


46

















 


Section 2.11.  Cancellation.


 


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


 


Section 2.12.  Defaulted Interest.


 


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


 


Section 2.13.  Further Issues.


 


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


 


(b)                                 Whenever
it is proposed to create and issue any Additional Notes, the Company shall give
to the Trustee not less than 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” or “Common Code”
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 or Common Code number, as the case may
be.


 


47

















 


Section 2.14.  ISIN or Common Code Number.


 


The Company in issuing the Notes
may use a “ISIN” or “Common Code” number and, if so, such ISIN or Common Code
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 or Common Code 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
or Common Code 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 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.


 


48

















 


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 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;


 


49

















 


(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 or Common
Code number, if any, listed in such notice or printed on the Notes.


 


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


 


Section 3.04.  Effect of Notice of Redemption.


 


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


 


Section 3.05.  Deposit of
Redemption or Purchase Price.


 


One Business Day prior to the redemption or purchase 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.


 


50

















 


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 110.500% of the
principal amount, plus accrued and unpaid interest, Additional Amounts, if any,
and Special Interest, if any, to the redemption date, with the net cash
proceeds of one or more Equity Offerings; provided
that:


 


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


 


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


 


(b)                                 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).


 


51

















 


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
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, Dollar
Notes and Dollar 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


 


52

















 


Offer.  Payment for any Notes so
purchased will be made in the same manner as interest payments are made.


 


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


 


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


 


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


 


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


 


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


 


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


 


(5)                                  that Holders electing
to have a Note purchased 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, Dollar Notes, Dollar Exchange Notes, if
any, and other pari passu Debt surrendered by Holders exceeds the Offer
Amount, the Company will select the Notes, Dollar Notes, Dollar Exchange Notes,
if any, and other pari passu Debt to be purchased on a pro rata basis based on
the principal amount of Notes, Dollar Notes, Dollar Exchange Notes, if any, and
such other pari
passu Debt surrendered (with such adjustments as may be deemed


 


53

















 


appropriate by the Company so that only Notes in denominations of
€1,000, or integral multiples thereof, will be purchased); and


 


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


 


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


 


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


 


ARTICLE 4


COVENANTS


 


Section 4.01.  Payment of Notes.


 


The Company shall pay or cause to be paid the principal of, premium, if
any, interest,  Additional Amounts, if
any, and Special Interest, if any, on the Notes on the dates and in the manner
provided in the Notes.  Principal,
premium, if any, interest, Additional Amounts, if any, and Special Interest, if
any, will be considered paid on the date due if the Paying Agent, if other than
the Company or a Subsidiary thereof, holds as of 10:00 a.m. London 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.


 


54

















 


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.


 


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) 


 


55

















 


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;


 


(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 


 


56

















 


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


 


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


 


Section 4.05.  Taxes.


 


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


 


Section 4.06.  Stay, Extension and Usury Laws.


 


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


 


57

















 


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


 


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


 


(3)                                  make any payment on
or with respect to, or purchase, redeem, defease or otherwise acquire or retire
for value any 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


 


58

















 


(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


 


(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 


 


59

















 


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 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 Dollar Notes
Indenture; (B) the Original Notes and any Exchange Notes with respect thereto;
(C) the Dollar Notes and any Dollar 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 


 


60

















 


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
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 


 


61

















 


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 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 Dollar Notes and
any Dollar 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 


 


62

















 


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, 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 


 


63

















 


payment obligations in connection with self-insurance or similar
requirements, in each case to the extent arising in the ordinary course of
business;


 


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


 


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


 


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


 


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


 


(1)                                  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 


 


64

















 


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


 


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


 


Section 4.10.  Asset Sales.


 


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


 


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


 


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


 


(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;


 


65

















 


 


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


 


(iii)                               Cash Equivalents.


 


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


 


(1)                                  to repay (or repurchase) any 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, Dollar Notes and Dollar 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


 


66

















 


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.


 


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;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.12.  Liens.


 


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


 


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organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary; and


 


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


 


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


 


Section 4.15.  Offer to Repurchase Upon Change of Control.


 


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


 


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


 


(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 Euroclear and/or Clearstream, in each case, subject to their
rules and regulations;


 


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(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 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.


 


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


 


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


 


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


 


Section 4.16.  Limitation on Sale and Leaseback Transactions.


 


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


 


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


 


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


 


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


 


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


 


Section 4.17.  Payments for Consent.


 


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


 


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(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 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


 


73

















 


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.


 


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


 


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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 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.


 


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(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.


 


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,


 


76

















 


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 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.


 


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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;


 


(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;


 


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


 


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


 


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


 


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


 


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


 


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(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 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.


 


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Section 6.04.  Waiver of Past Defaults.


 


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


 


Section 6.05.  Control by Majority.


 


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


 


Section 6.06.  Limitation on Suits.


 


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


 


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


 


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


 


(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.


 


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Section 6.08.  Collection Suit by Trustee.


 


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


 


Section 6.09.  Trustee May File Proofs of Claim.


 


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


 


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


 


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


 


Section 6.11.  Undertaking for Costs.


 


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


 


Section 6.12.  Restoration of Rights and Remedies.


 


If
the Trustee or any Holder has instituted a proceeding to enforce any right or
remedy under 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


 


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certificates
and opinions to determine whether or not they conform to the requirements of
this Indenture.


 


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


 


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


 


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


 


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


 


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


 


(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


 


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request.  The Trustee will not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.  The
Trustee may consult with counsel and the advice of such counsel or any Opinion
of Counsel will be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.


 


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


 


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


 


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


 


(f)                                    The Trustee will be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders unless such Holders have offered to
the Trustee 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


 


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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 Dollar Notes Indenture shall be excluded from
the operation of TIA Section 310(b)(1). 
Any Agent may do the same with like rights and duties.  The Trustee is also subject to
Section 7.10 and 7.11 hereof.


 


Section 7.04.  Trustee’s Disclaimer.


 


The
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money
paid to the Company or upon the Company’s direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee (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.


 


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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.


 


(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.


 


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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:


 


(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.


 


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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).


 


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


 


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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.


 


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 Euro, (ii)
Euro-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


 


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pay
the principal of, premium, Additional Amounts and Special Interest, if any, and
interest on the outstanding Notes on the Stated Maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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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 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.


 


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Section 8.06.  Repayment to Company.


 


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


 


Section 8.07.  Reinstatement.


 


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


 


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;


 


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(2)                                  to provide for uncertificated Notes in
addition to or in place of certificated Notes or to alter the provisions of
Article 2 hereof (including the related definitions) in a manner that does
not materially adversely affect any Holder;


 


(3)                                  to provide for the assumption of the
Company’s obligations to the Holders of the Notes by a successor to the Company
pursuant to Article 5 hereof;


 


(4)                                  to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under this Indenture of any Holder of the
Notes;


 


(5)                                  to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA;


 


(6)                                  to 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


 


94

















 


indentures
to Holders upon request.  However,
without the written consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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 


 


95

















 


that
has consented to it and every subsequent Holder of a Note that evidences the
same debt as the Note of the consenting Holder.


 


Section 9.05.  Notation on or Exchange of Notes.


 


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


 


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


 


Section 9.06.  Trustee to Sign Amendments, etc.


 


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


 


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


 


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(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
Euro, (ii) Euro-denominated non-callable Government Securities which, through
the payment of interest thereon and principal in respect thereof in accordance
with their terms will provide, not later than the due date of any payment,
money, or (iii) a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest, in the written opinion
of an internationally recognized firm of independent public accountants, to pay
and discharge the entire debt on the Notes not delivered to the Trustee for
cancellation for principal, premium, Additional Amounts and Special Interest,
if any, and accrued interest to the date of maturity or redemption;


 


(2)                                  no Default or Event of Default has occurred
and is continuing on the date of such deposit or will occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or any
Subsidiary Guarantor is a party or by which the Company or any Subsidiary
Guarantor is bound;


 


(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


 


97

















 


any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s and any Subsidiary Guarantor’s obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 11.01; provided that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


 


ARTICLE 12

MISCELLANEOUS


 


Section 12.01.  Trust Indenture Act Controls.


 


If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA §318(c), the imposed duties will control.


 


Section 12.02.  Notices.


 


Any
notice or communication by the Company, any Subsidiary Guarantor or the Trustee
to the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telecopy
or overnight air courier guaranteeing next day delivery, to the others’
address:


 


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.


 


98

















 


For
so long as any Notes are represented by one or more Global Notes, all notices
to Holders will be delivered to Euroclear and Clearstream for communication to
entitled account holders or, alternatively, will be published in a leading
English language newspaper published in the City of London and a leading
English language daily newspaper published in the Borough of Manhattan, City of
New York or such other English language daily newspaper with general
circulation in Europe or the United States, as the case may be, as the Trustee
may approve.  It is expected that any
such publication will normally be made in the Financial
Times and the Wall Street Journal.  If and for so long as the Notes are listed
on the Luxembourg Stock Exchange and the rules of that exchange so require, all
notices to Holders will also be published in the Luxemburger Wort or in another daily newspaper published in
Luxembourg approved by the Trustee.  If
publication as provided herein is not practicable, notice will be given in such
other manner, and shall be deemed to have been given on such date, as the
Trustee may approve.  In the case of
Definitive Registered Notes, all notices to Holders will be validly given if
mailed to them at their respective addresses in the Register.


 


Notices
given by publication will be deemed to have been given on the date of such
publication or, if published more than once on different dates, on the first
date on which publication is made. 
Notices delivered to Euroclear and Clearstream 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


 


99

















 


(2)                                  an Opinion of Counsel in form reasonably
satisfactory to the Trustee (which must include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been satisfied.


 


Section 12.05.  Statements Required in Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and
must include:


 


(1)                                  a statement that the Person making such
certificate or opinion has read such covenant or condition;


 


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


 


(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


 


100

















 


Maturity,
provided that no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, redemption date, Purchase Date,
Change of Control Payment Date or Stated Maturity, as the case may be.


 


Section 12.09.  Governing Law.


 


THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 12.10.  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


 


101

















 


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.


 


Section 12.14.  Currency.


 


The
euro 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 euro (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 euro 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.


 


102

















 


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.


 


[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

  
				



 


104

















 


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).


 


Common Code
No.                 


ISIN
No.                 


 


101⁄2% Senior Note due 2010


 




	
  No.             

  	
   

  	
  €                 

  






 


RHODIA


 


promises
to pay to The Bank of New York Depository (Nominees) Limited, as Common
Depositary, 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] euro
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]


101⁄2% 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
10.500% 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
Common Depositary will be made by wire transfer of immediately available funds
to the account of the Common Depositary. 
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 10.500%.  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


 


A-3

















 


referred
to the Indenture, the TIA and the Registration Rights Agreement for a statement
of all such terms.  To the extent
permitted by applicable law, in the event of any inconsistency between the
terms of this Note and the terms of the Indenture and the Registration Rights
Agreement, the terms of the Indenture or the Registration Rights Agreement as
applicable, will control.


 


The Notes are general unsecured obligations of the Company.  The Indenture limits the original aggregate
principal amount of the Notes to €181,000,000, but Additional Notes may be
issued pursuant to the Indenture, and the originally issued Notes and all such
Additional Notes vote together for all purposes as a single class.


 


(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.


 


A-4

















 


(8)                                  NO
RECOURSE AGAINST OTHERS.  A
director, officer, employee, incorporator or stockholder, of the Company, as
such, will not have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. 
Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


(9)                                  AUTHENTICATION.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.


 


(10)                            ABBREVIATIONS.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian)
and U/G/M/A (= Uniform Gifts to Minors Act).


 


(11)                            ADDITIONAL
RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Notes will have all the rights
set forth in the Registration Rights Agreement dated as of May 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 NUMBERS. The Company has caused ISIN/Common Code numbers to be printed
on the Notes and the Trustee may use ISIN/Common Code 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:


 


	
  •  Section 4.10

  	
  • 
  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

  Common Depositary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 












*  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:  101⁄2% Senior Notes due 2010


 


(ISIN:                       ;
Common
Code:                        )


 


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


 


B-1

















 


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 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.  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


 


B-2

















 


consummation
of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


(b)  o  Check if
Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant to and in accordance
with Rule 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 (ISIN/Common
Code                   ),
or


 


(ii)                            o 
Regulation S Global Note (ISIN/Common
Code                   ),
or


 


(iii)                         o  IAI
Global Note (ISIN/Common
Code                           ),
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 (ISIN/Common
Code                   ),
or


 


(ii)                            o 
Regulation S Global Note (ISIN/Common
Code                   ),
or


 


(iii)                         o  IAI
Global Note (ISIN/Common
Code                         ),
or


 


(iv)                        o 
Unrestricted Global Note (ISIN/Common
Code                       );
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:  101⁄2  % Senior Notes due 2010


 


(ISIN:                       ;
Common
Code:                        )


 


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-1

















 


(c)  o                Check if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global
Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


(d)  o               Check if Exchange is from
Restricted Definitive Note to Unrestricted Definitive Note.  In
connection with the Owner’s Exchange of a Restricted Definitive Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Unrestricted
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


2.                                       Exchange of Restricted
Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes


 


(a)  o                Check if Exchange is from
beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


(b)  o               Check if Exchange is from
Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In
connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the [CHECK ONE] 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:

  



 


C-2

















 


	
  Dated:

  	
   

  	
   

  	
   

  



 


C-3

















 


EXHIBIT D


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSIDIARY GUARANTORS


 


SUPPLEMENTAL INDENTURE


 


dated as
of                ,       


 


among


 


Rhodia,


 




The Subsidiary Guarantor(s) Party Hereto


 


and


 


The Bank of New York,

as Trustee


 


101⁄2  % Euro-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 101⁄2% 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.


 


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Section 12.  Governing
Law.  THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 13.  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.


 


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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 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:  101⁄2% Senior Notes due 2010


 


(ISIN:                       ;
Common
Code:                        )


 


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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