STOLT OFFSHORE S. A. This Security is one of a duly authorixxx xssue of securities of the Issuer (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of [______], [______] (herein called the "Indenture"), between the Issuer and [_______], a [______], as Trustee (herein called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert-- limited in aggregate principal amount to _________]. The separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. The Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any). If at any time subsequent to the issuance of the Securities of this series as a result of any change in, or amendment to, the laws or regulations of Luxembourg or of any political subdivision thereof or any authority therein or thereof having power to tax or as a result of any change in the application or official interpretation of such laws or regulations, the Issuer becomes, or will become, obligated to pay any Additional Amounts then the Securities of this series will be redeemable as a whole (but not in part), at the option of the Issuer, at any time upon not less than thirty (30) nor more than sixty (60) days' notice given to the Holders at [if the Security is to bear interest prior to maturity, insert--their principal amount together with accrued interest thereon, if any,] [if the Security is an Original Issue Discount Security, ins...
STOLT OFFSHORE S. A. By ---------------------------- Attest: ----------------------------
STOLT OFFSHORE S. A. By: ------------------------------------- Name: Title: [-------------------] as Trustee By: ------------------------------------- Name: Title:
STOLT OFFSHORE S. A. By ------------------------- Name: Title: Accepted as of the date hereof: [Names of Underwriters] By: [Representatives] By ----------------------------- Name: Title: On behalf of each of the Underwriters Annex A
STOLT OFFSHORE S. A., a societe anonyme holding organized under the laxx xx Luxembourg (the "Company"), proposes to issue and sell from time to time common shares, par value $2.00 per share, of the Company (including American Depositary Shares evidencing the Company's common shares, the "Common Shares"). Particular issuances of Common Shares will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex A attached hereto, for resale in accordance with the terms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company will agree to issue and sell, and the firm or firms specified therein (the "Underwriters") will agree to purchase, severally, the number of Common Shares specified therein (the "Firm Shares"). In such Terms Agreement, the Company also may grant to such Underwriters, subject to the terms and conditions set forth therein, an option to purchase additional Common Shares in an amount not to exceed the amount specified in such Terms Agreement (such additional Common Shares are hereinafter referred to as the "Option Shares"). The Firm Shares and the Option Shares are hereinafter collectively referred to as the "Offered Shares." The Offered Shares are registered pursuant to the registration statement referred to in Section 2(a). Pursuant to the Terms Agreement referred to in Section 3, the Underwriters may have the right to elect to take delivery of the Offered Shares in the form of Common Shares or in the form of American Depositary Shares (the "ADSs"). The ADSs are to be issued pursuant to the Amended and Restated Deposit Agreement, dated as of July 2, 2002 (the "Deposit Agreement"), among the Company, Citibank, N.A., as depositary (the "Depositary"), and all holders and beneficial owners from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one Common Share deposited pursuant to the Deposit Agreement. Except as the context may otherwise require, references hereinafter to Common Shares or Offered Shares shall include all of the Common Shares or Offered Shares, as the case may be, whether in the form of Common Shares or ADSs. The representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not sp...
STOLT OFFSHORE S. A. and The Parties Listed in Part A of Schedule 1 Hereto as Guarantors HSBC BANK PLC as Arranger CREDIT LYONNAIS HSBC BANK PLC and DNB NOR BANK ASA (formerly DEN NORSKE BANK ASA) as Issuing Banks The Parties Listed in Part B of Schedule 1 Hereto as Banks HSBC BANK PLC as Facility Agent and Security Trustee WEIL, GOTSHAL & MANGES One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fxx: +00 (0) 00 0000 0000 xxx.xxxx.com TABLE OF CONTENTS Page 1 DEFINITIONS AND INTERPRETATION............................................2 2 THE FACILITY.............................................................22
STOLT OFFSHORE S. A., a "societe anonyme holding," incorporated under txx laws of Luxembourg with its registered office at 26 rue Louvingny, L-1946 Luxembourg, registered at the R.C.S. Lxxxxxxxxx xxxxx xxxxxx X 00. 000 ("XXSA");
STOLT OFFSHORE S. A., a societe anonyme holding organized under the laxx xx Luxembourg (the "Company"), proposes to issue and sell from time to time certain of its debt securities registered under the registration statement referred to in Section 2(a) (the "Debt Securities"). The Debt Securities will be issued under an indenture, dated as of ______, ____ (the "Indenture"), between the Company and ______, as Trustee (the "Trustee"), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Debt Securities being determined at the time of sale. Particular series of the Debt Securities will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex A attached hereto, for resale in accordance with the terms of offering determined at the time of sale. The Debt Securities involved in any such offering are hereinafter referred to as the "Securities". Under such Terms Agreement, subject to the terms and conditions hereof, the Company will agree to issue and sell, and the firm or firms specified therein (the "Underwriters") will agree to purchase, severally, the amount of Securities specified therein. The representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in the second sentence of Section 3) shall mean the Underwriters.
STOLT OFFSHORE S. A. Common Shares Terms Agreement ---------,---- [Names and Addresses of Representatives] Ladies and Gentlemen:
STOLT OFFSHORE S. A. By -------------------------------- Name: Title: Accepted as of the date hereof: [Names of Underwriters] By: [Representatives] By ----------------------------- Name: Title: On behalf of each of the Underwriters SCHEDULE I Number of Firm Shares Underwriter to be Purchased --------------- ---------------
