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Exhibit 4.6    
    


 
 

[FORM OF FACE OF EXCHANGE NOTE]    
    






	 
	 	 

	

Common Code No.	
 	


	

ISIN No.	
 	






 
 

8.000% Senior Note due 2010    
    



	 
	 	 
	 	 
	 	 

	

No.	
 	

	
 	

€	
 	






RHODIA  


promises
to pay to BNP Paribas Securities Services, Luxembourg branch, 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 


        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. 



	 	 	JPMORGAN CHASE BANK,

as Trustee
	

 	
 	

By:	

Authorized Officer









 
 

[FORM OF REVERSE SIDE OF EXCHANGE NOTE]
  8.000% Senior Note due 2010    
    


[Insert the Global Note 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 8.000% 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 December 1, 2003. 


        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 and Additional Amounts, 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, and Additional Amounts, if any, at a rate per annum that is 1% in excess of
8.000%. Interest not paid when due and any interest on principal, premium, interest, or Additional Amounts, 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 28, 2003 (as amended
from time to time, the "Indenture"), between the Company and JPMorgan Chase Bank, 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. The Notes are subject to all such
terms, and Holders are referred to the Indenture and the TIA 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, the terms of the Indenture will control. 


        The
Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes to €200,000,000, 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,
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 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 occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of remedies. 


        (6)   Amendment and Waiver.    Subject to certain exceptions, the Indenture and the Notes may be amended, or default
may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency. 


        (7)   Trustee Dealings with Company.    The Trustee, in its individual or any other capacity, may become an owner or
pledgee of Notes, make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 



        (8)   No Recourse Against Others.    A director, officer, employee, incorporator or stockholder, of the Company, as
such, will not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and 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). 


        (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. Requests may be made to: 


Rhodia

26, quai Alphonse Le Gallo

92512 Boulogne-Billancourt Cedex

France 


Attention:
Corporate Secretary 







 
 

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). 





 
 

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 4.15 of the Indenture, check the appropriate box below: 


o    Section 4.10                   o    Section 4.15



        If
you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have
purchased (€1,000 or an integral multiple thereof): 



	 
	 
	 
	 

	 	€	
	 





	 
	 	 
	 
	 
	 	 

	Date:	 	
	 	 	 	 
	

 	
 	

 	

 	

Your Signature:	
 	


	 	 	 	 	(Sign exactly as your name appears on the face of this Note)





	 
	 	 
	 
	 
	 	 

	

 	
 	

 	

 	

Tax Identification No.:	
 	







	 
	 	 

	Signature Guarantee*:	 	





	*
	Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 





 
 

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

	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 











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Exhibit 4.6


[FORM OF FACE OF EXCHANGE NOTE]

8.000% Senior Note due 2010

CERTIFICATE OF AUTHENTICATION


[FORM OF REVERSE SIDE OF EXCHANGE NOTE] 8.000% Senior Note due 2010


Assignment Form

Option of Holder to Elect Purchase

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE