Exhibit
4.9


CONFORMED
COPY


 


RHODIA


 


$200,000,000 7.625% Senior Notes due 2010


€200,000,000 8.000% Senior Notes due 2010


$385,000,000 8.875% Senior Subordinated Notes due 2011


€300,000,000 9.250% Senior Subordinated Notes due 2011


 


Exchange and Registration Rights Agreement


 


May 28, 2003


 


Goldman Sachs
International


Bear, Stearns
International Limited


BNP Paribas


Collectively, the
“Managers”


As representatives
of the several Purchasers


named in Schedule
I to the Purchase Agreement


c/o Goldman Sachs
International


Peterborough Court


133 Fleet Street


London EC4A 2BB


England


 


Ladies and Gentlemen:


 


Rhodia, a société
anonyme organized under the laws of the French Republic (the
“Company”), proposes to issue and sell to the Purchasers (as defined herein)
upon the terms set forth in the Purchase Agreement (as defined herein) an
aggregate of $200,000,000 principal amount of the Company’s 7.625% Senior Notes
due June 1, 2010 (the “Dollar Senior Notes”), an aggregate of €200,000,000
principal amount of the Company’s 8.000% Senior Notes due June 1, 2010 (the
“Euro Senior Notes” and, together with the Dollar Senior Notes, the “Senior
Notes”), an aggregate of $385,000,000 principal amount of the Company’s 8.875%
Senior Subordinated Notes due June 1, 2011 (the “Dollar Senior Subordinated
Notes”) and an aggregate of €300,000,000 principal amount of the Company’s
9.250% Senior Subordinated Notes due June 1, 2011 (the “Euro Senior
Subordinated Notes” and, together with the Dollar Senior Subordinated Notes,
the “Senior Subordinated Notes”).  As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder,
the Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:


 


1.                 Certain
Definitions.  For purposes of this
Exchange and Registration Rights Agreement, the following terms shall have the
following respective meanings:


 

















 


“Base Interest” shall
mean the interest that would otherwise accrue on the Securities under the
respective terms thereof and the applicable Indenture, without giving effect to
the provisions of this Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.


 


“Closing Date”
shall mean the date on which the Securities are initially issued.


 


“Commission” shall
mean the United States Securities and Exchange Commission, or any other federal
agency at the time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose.


 


“Effective Time,”
in the case of (i) an Exchange Registration, shall mean the time and date
as of which the Commission declares the Exchange Registration Statement
effective or as of which the Exchange Registration Statement otherwise becomes
effective and (ii) a Shelf Registration, shall mean the time and date as
of which the Commission declares the Shelf Registration Statement effective or
as of which the Shelf Registration Statement otherwise becomes effective.


 


“Electing
Holder” shall mean any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, or any successor thereto, as
the same shall be amended from time to time.


 


“Exchange Offer”
shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange Registration”
shall have the meaning assigned thereto in Section 3(c) hereof.


 


“Exchange Registration Statement”
shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange Securities”
shall have the meaning assigned thereto in Section 2(a) hereof.


 


The term “holder”
shall mean each of the Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each
case for so long as such person owns any Registrable Securities.


 


“Indenture” shall
mean the respective Indenture, dated as of May 28, 2003, between the Company
and JPMorgan Chase Bank, as Trustee, as the same shall be amended from time to
time under which the Dollar Senior Notes, the Euro Senior Notes, the Dollar
Senior Subordinated Notes and the Euro Senior Subordinated Notes will be
issued.


 


“Notice and Questionnaire” means a Notice
of Registration Statement and Selling Securityholder Questionnaire
substantially in the form of Exhibit A hereto.


 


The term “person” shall mean a corporation,
association, partnership, organization, business, individual, government or
political subdivision thereof or governmental agency.


 


“Purchase
Agreement” shall mean the Purchase Agreement, dated as of May
20, 2003, between the Purchasers and the Company relating to the Securities.


 


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“Purchasers” shall
mean the Purchasers named in Schedule I to the Purchase Agreement.


 


“Registrable Securities”
shall mean the Securities; provided, however, that a Security shall
cease to be a Registrable Security when (i) in the circumstances
contemplated by Section 2(a) hereof, the Security has been exchanged for
an Exchange Security in an Exchange Offer as contemplated in Section 2(a)
hereof (provided
that any Exchange Security that, pursuant to the last two sentences of Section
2(a), is included in a prospectus for use in connection with resales by
broker-dealers shall be deemed to be a Registrable Security with respect to
Sections 5, 6 and 9 until resale, if any, of such Registrable Security has been
effected within the 180-day period referred to in Section 2(a)); (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf Registration
Statement registering such Security under the Securities Act has been declared
or becomes effective and such Security has been sold or otherwise transferred
by the holder thereof pursuant to and in a manner contemplated by such
effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
applicable Indenture; (iv) such Security is eligible to be sold pursuant to
paragraph (k) of Rule 144; (v) such Security is held in the form of a
“Book-Entry Interest in an Unrestricted Global Note” or an “Unrestricted
Definitive Registered Note” within the sense of the applicable Indenture; or
(vi) such Security shall cease to be outstanding.


 


“Registration Default”
shall have the meaning assigned thereto in Section 2(c) hereof.


 


“Registration Expenses”
shall have the meaning assigned thereto in Section 4 hereof.


 


“Resale Period”
shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Restricted Holder”
shall mean (i) a holder that is an affiliate of the Company within the
meaning of Rule 405, (ii) a holder who acquires Exchange Securities
outside the ordinary course of such holder’s business, (iii) a holder who
has arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the Company.


 


“Rule 144,” “Rule 405” and “Rule
415” shall mean, in each case, such rule promulgated under
the Securities Act (or any successor provision), as the same shall be amended
from time to time.


 


“Securities”
shall mean, collectively, the Dollar Senior Notes, the Euro Senior Notes, the
Dollar Senior Subordinated Notes and the Euro Senior Subordinated Notes of the
Company to be issued and sold to the Purchasers, and securities issued in
exchange therefor or in lieu thereof pursuant to the Indentures.


 


“Securities
Act” shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time.


 


“Shelf
Registration” shall have the meaning assigned thereto in
Section 2(b) hereof.


 


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“Shelf
Registration Statement” shall have the meaning assigned
thereto in Section 2(b) hereof.


 


“Special
Interest” shall have the meaning assigned thereto in
Section 2(c) hereof.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.


 


Unless
the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Exchange and
Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Exchange and Registration
Rights Agreement as a whole and not to any particular Section or other
subdivision.


 


2.                 Registration
Under the Securities Act.


 


(a)             Except
as set forth in Section 2(b) below, the Company agrees to file under the
Securities Act, as soon as practicable, but no later than 60 days after the
Closing Date, a registration statement relating to an offer to exchange (such
registration statement, the “Exchange Registration Statement”, and such offer,
the “Exchange Offer”) any and all of the Securities for a like aggregate
principal amount of debt securities issued by the Company, which debt
securities are substantially identical to the Securities (and are entitled to
the benefits of trust indentures which are substantially identical to the
Indentures or are the Indentures and which have been qualified under the Trust
Indenture Act), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions
for the additional interest contemplated in Section 2(c) below (such new debt
securities hereinafter called “Exchange Securities”).  The Company agrees to use its best efforts to cause the Exchange
Registration Statement to become effective under the Securities Act as soon as
practicable, but no later than 180 days after the Closing Date. The Exchange
Offer will be registered under the Securities Act on the appropriate form and
will comply with all applicable tender offer rules and regulations under the
Exchange Act. The Company further agrees to use its best efforts to commence
and complete the Exchange Offer promptly, but no later than 45 days after such
registration statement has become effective, hold the Exchange Offer open for
at least 30 days and  exchange Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn on or
prior to the expiration of the Exchange Offer. The Exchange Offer will be
deemed to have been “completed” only if the debt securities received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are, upon receipt, transferable by each such holder without restriction under
the Securities Act and the Exchange Act and without material restrictions under
the blue sky or securities laws of a substantial majority of the States of the
United States of America. The Exchange Offer shall be deemed to have been
completed upon the earlier to occur of (i) the Company having exchanged the
Exchange Securities for all outstanding Registrable Securities pursuant to the
Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange
Offer, Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange
Offer, which shall be on a date that is at least 30 days following the
commencement of the Exchange Offer. The Company agrees (x) to include in the
Exchange Registration Statement a prospectus for use in any resales by any
holder of Exchange Securities that is a broker-dealer and (y) to keep such
Exchange Registration Statement effective for a period


 


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(the “Resale
Period”) beginning when Exchange Securities are first issued in the Exchange
Offer and ending upon the earlier of the expiration of the 180th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities.  With
respect to such Exchange Registration Statement, such holders shall have the
benefit of the rights of indemnification and contribution set forth in
Sections 6(a), (c), (d) and (e) hereof.


 


(b)            If
(i) on or prior to the time the Exchange Offer is completed existing Commission
interpretations are changed such that the debt securities received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) the Exchange Offer has not been
completed within 225 days following the Closing Date or (iii) the Exchange
Offer is not available to any holder of the Securities, the Company shall, in
lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange
Offer contemplated by Section 2(a), file under the Securities Act as soon
as practicable, but no later than the later of 30 days after the time such
obligation to file arises, a “shelf” registration statement providing for the
registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule
that may be adopted by the Commission (such filing, the “Shelf Registration”
and such registration statement, the “Shelf Registration Statement”). The
Company agrees to use its best efforts (x) to cause the Shelf Registration
Statement to become or be declared effective no later than  120 days after such Shelf
Registration Statement is filed and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of the second
anniversary of the Effective Time or such time as there are no longer any
Registrable Securities outstanding, provided, however, that no holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
(y) after the Effective Time of the Shelf Registration Statement, reasonably
promptly upon the request of any holder of Registrable Securities that is not
then an Electing Holder, to take any action reasonably necessary to enable such
holder to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action reasonably necessary to
identify such holder as a selling securityholder in the Shelf Registration
Statement, provided,
however, that nothing in this Clause (y) shall relieve any such
holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The
Company further agrees to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.


 


(c)             In
the event that (i) the Company has not filed the Exchange Registration
Statement or Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to Section 2(a) or
2(b), respectively, or (ii) such Exchange Registration Statement or Shelf
Registration Statement has not become effective or been declared effective by
the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 45 days
after the initial effective date of the Exchange Registration Statement
relating to the Exchange Offer


 


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(if the Exchange
Offer is then required to be made) or (iv) any Exchange Registration
Statement or Shelf Registration Statement required by Section 2(a) or 2(b)
hereof is filed and declared effective but shall thereafter either be withdrawn
by the Company or shall become subject to an effective stop order issued
pursuant to Section 8(d) of the Securities Act suspending the effectiveness of
such registration statement (except as specifically permitted herein) without
being succeeded immediately by an additional registration statement filed and
declared effective (each such event referred to in clauses (i) through (iv), a
“Registration Default” and each period during which a Registration Default has
occurred and is continuing, a “Registration Default Period”), then, subject to
the provisions of Section 9(b), special interest (“Special Interest”), in
addition to the Base Interest, shall accrue at a per annum rate of 0.25% for
the first 90 days of the Registration Default Period, at a per annum rate of
0.50% for the second 90 days of the Registration Default Period, at a per annum
rate of 0.75% for the third 90 days of the Registration Default Period and at a
per annum rate of 1.0% thereafter for the remaining portion of the Registration
Default Period.  Upon the cure of the
Registration Default, the Special Interest shall no longer accrue and the
Securities will bear interest at the original rate; provided, however, that if,
after any such cure, a different Registration Default occurs, then Special
Interest shall again accrue in accordance with the foregoing provisions.


 


(d)            The
Company shall take all actions necessary or advisable to be taken by it to
ensure that the transactions contemplated herein are effected as so
contemplated.


 


(e)             Any
reference herein to a registration statement as of any time shall be deemed to
include any document incorporated, or deemed to be incorporated, therein by
reference as of such time and any reference herein to any post-effective
amendment to a registration statement as of any time shall be deemed to include
any document incorporated, or deemed to be incorporated, therein by reference
as of such time.


 


3.                 Registration
Procedures.


 


If
the Company files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:


 


(a)             At
or before the Effective Time of the Exchange Offer or the Shelf Registration,
as the case may be, the Company shall qualify the indentures applicable to the
Securities registered pursuant to the Exchange Registration Statement or Shelf
Registration Statement under the Trust Indenture Act of 1939.


 


(b)            In
the event that such qualification would require the appointment of a new
trustee under any of the Indentures, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of such indenture.


 


(c)             In
connection with the Company’s obligations with respect to the registration of
Exchange Securities as contemplated by Section 2(a) (the “Exchange
Registration”), if applicable, the Company shall, as soon as practicable (or as
otherwise specified):


 


(i)                          prepare
and file with the Commission, as soon as practicable but no later than 60 days
after the Closing Date, an Exchange Registration Statement on any form which
may be utilized by the Company and which shall permit the Exchange Offer and
resales of Exchange Securities by broker-dealers during the Resale Period to be
effected as contemplated by Section 2(a), and use its best efforts to


 


6

















 


cause such Exchange Registration Statement to become effective as soon
as practicable thereafter, but no later than 180 days after the Closing Date;


 


(ii)                       as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Exchange Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Exchange Registration Statement for the periods and purposes contemplated in
Section 2(a) hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of
such Exchange Registration Statement, and promptly provide each broker-dealer
holding Exchange Securities with such number of copies of the prospectus
included therein (as then amended or supplemented), in conformity in all
material respects with the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder, as
such broker-dealer reasonably may request prior to the expiration of the Resale
Period, for use in connection with resales of Exchange Securities;


 


(iii)                    promptly notify each broker-dealer
that has requested or received copies of the prospectus included in such
registration statement, and confirm such advice in writing, (A) when such
Exchange Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such Exchange Registration Statement or any post-effective
amendment, when the same has become effective, (B) of the receipt of any
comments by the Commission and by the blue sky or securities commissioner or
regulator of any state with respect thereto or any request by the Commission
for amendments or supplements to such Exchange Registration Statement or
prospectus or for additional information, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of such Exchange Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(D) if at any time the representations and warranties of the Company
contemplated by Section 5 cease to be true and correct in all material
respects, (E) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Exchange Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (F) at any time during the Resale Period when a prospectus is
required to be delivered under the Securities Act, that such Exchange
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder or contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;


 


(iv)                   in
the event that the Company would be required, pursuant to Section 3(e)(iii)(F)
above, to notify any broker-dealers holding Exchange Securities, promptly
prepare and furnish to each such holder a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to
purchasers of such Exchange Securities during the Resale Period, such
prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to


 


7

















 


state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;


 


(v)                      use
its best efforts to obtain the withdrawal of any order suspending the
effectiveness of such Exchange Registration Statement or any post-effective
amendment thereto at the earliest practicable date;


 


(vi)                   use
its best efforts to (A) register or qualify the Exchange Securities under the
securities laws or blue sky laws of such jurisdictions as are contemplated by
Section 2(a) no later than the commencement of the Exchange Offer, (B) keep
such registrations or qualifications in effect and comply with such laws so as
to permit the continuance of offers, sales and dealings therein in such
jurisdictions until the expiration of the Resale Period and (C) take any and
all other actions as may be reasonably necessary or advisable to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof
in such jurisdictions; provided, however, that the Company shall
not be required for any such purpose to (1) qualify as a foreign corporation in
any jurisdiction wherein it would not otherwise be required to qualify but for
the requirements of this Section 3(c)(vi), (2) consent to general service of
process in any such jurisdiction or (3) make any changes to its certificate of
incorporation or by-laws or any agreement between it and its stockholders;


 


(vii)                use its best efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange Registration, the
Exchange Offer and the offering and sale of Exchange Securities by
broker-dealers during the Resale Period;


 


(viii)             provide a CUSIP number for all Exchange
Securities, not later than the applicable Effective Time;


 


(ix)                     comply
with all applicable rules and regulations of the Commission, and make generally
available to its securityholders as soon as practicable but no later than
eighteen months after the effective date of such Exchange Registration
Statement, an earning statement of the Company and its subsidiaries complying
with Section 11(a) of the Securities Act (including, at the option of the
Company, Rule 158 thereunder).


 


(d)            In
connection with the Company’s obligations with respect to the Shelf
Registration, if applicable,  the
Company shall, as soon as practicable (or as otherwise specified):


 


(i)                          prepare
and file with the Commission, as soon as practicable but in any case within the
time periods specified in Section 2(b), a Shelf Registration Statement on any
form which may be utilized by the Company and which shall register all of the
Registrable Securities for resale by the holders thereof in accordance with
such method or methods of disposition as may be specified by such of the
holders as, from time to time, may be Electing Holders and use its best efforts
to cause such Shelf Registration Statement to become effective as soon as
practicable but in any case within the time periods specified in Section 2(b);


 


(ii)                       not
less than 30 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of
Registrable Securities; no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective Time,
and no


 


8

















 


holder shall be entitled to use the prospectus forming a part thereof
for resales of Registrable Securities at any time, unless such holder has
returned a completed and signed Notice and Questionnaire to the Company by the
deadline for response set forth therein; provided, however, holders of Registrable
Securities shall have at least 28 calendar days from the date on which the
Notice and Questionnaire is first mailed to such holders to return a completed
and signed Notice and Questionnaire to the Company;


 


(iii)                    after the Effective Time of the Shelf
Registration Statement, upon the request of any holder of Registrable
Securities that is not then an Electing Holder, promptly send a Notice and
Questionnaire to such holder; provided that the Company shall not be
required to take any action to name such holder as a selling securityholder in
the Shelf Registration Statement or to enable such holder to use the prospectus
forming a part thereof for resales of Registrable Securities until such holder
has returned a completed and signed Notice and Questionnaire to the Company;


 


(iv)                   as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Shelf Registration Statement for the period specified in Section 2(b)
hereof and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf
Registration Statement, and furnish to the Electing Holders copies of any such
supplement or amendment simultaneously with or prior to its being used or filed
with the Commission;


 


(v)                      comply
with the provisions of the Securities Act with respect to the disposition of
all of the Registrable Securities covered by such Shelf Registration Statement
in accordance with the intended methods of disposition by the Electing Holders
provided for in such Shelf Registration Statement;


 


(vi)                   provide
(A) the Electing Holders, (B) the underwriters (which term, for
purposes of this Exchange and Registration Rights Agreement, shall include a
person deemed to be an underwriter within the meaning of Section 2(a)(11) of
the Securities Act), if any, thereof, (C) any sales or placement agent
therefor, (D) counsel for any such underwriter or agent and (E) not more than
one counsel for all the Electing Holders the opportunity to review and comment
on such Shelf Registration Statement, each prospectus included therein or filed
with the Commission and each amendment or supplement thereto;


 


(vii)                for a reasonable period prior to the
filing of such Shelf Registration Statement, and throughout the period
specified in Section 2(b), make available at reasonable times at the Company’s
principal place of business or such other reasonable place for inspection by
the persons referred to in Section 3(d)(vi) who shall certify to the Company
that they have a current intention to sell the Registrable Securities pursuant
to the Shelf Registration such financial and other information and books and
records of the Company, and cause the officers, employees, counsel and
independent certified public accountants of the Company to respond to such
inquiries, as shall be reasonably necessary, in the judgment of the respective
counsel referred to in such Section, to conduct a reasonable investigation
within the


 


9

















 


meaning of Section 11 of the Securities Act; provided, however, that each
such party shall be required to maintain in confidence and not to disclose to
any other person any information or records reasonably designated by the
Company as being confidential, until such time as (A) such information becomes
a matter of public record (whether by virtue of its inclusion in such
registration statement or otherwise), or (B) such person shall be required so
to disclose such information pursuant to a subpoena or order of any court or
other governmental agency or body having jurisdiction over the matter (subject
to the requirements of such order, and only after such person shall have given
the Company prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, complies with applicable requirements of the federal securities laws
and the rules and regulations of the Commission and does not contain an untrue
statement of a material fact or omit to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;


 


(viii)             promptly notify each of the Electing
Holders, any sales or placement agent therefor and any underwriter thereof
(which notification may be made through any managing underwriter that is a
representative of such underwriter for such purpose) and confirm such advice in
writing, (A) when such Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment
has been filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of the
receipt of any comments by the Commission and by the blue sky or securities
commissioner or regulator of any state with respect thereto or any request by
the Commission for amendments or supplements to such Shelf Registration
Statement or prospectus or for additional information, (C) of the issuance by
the Commission of any stop order suspending the effectiveness of such Shelf
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (D) if at any time the representations and warranties of the
Company contemplated by Section 3(d)(xvii) or Section 5 cease to be true and
correct in all material respects, (E) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (F) if at any time when a
prospectus is required to be delivered under the Securities Act, that such
Shelf Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder or contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;


 


(ix)                     use
its best efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement or any post-effective amendment
thereto at the earliest practicable date;


 


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(x)                        if
requested by any managing underwriter or underwriters, any placement or sales
agent or any Electing Holder, promptly incorporate in a prospectus supplement
or post-effective amendment such information as is required by the applicable
rules and regulations of the Commission and as such managing underwriter or
underwriters, such agent or such Electing Holder specifies should be included
therein relating to the terms of the sale of such Registrable Securities,
including information with respect to the principal amount of Registrable
Securities being sold by such Electing Holder or agent or to any underwriters,
the name and description of such Electing Holder, agent or underwriter, the
offering price of such Registrable Securities and any discount, commission or
other compensation payable in respect thereof, the purchase price being paid
therefor by such underwriters and with respect to any other terms of the
offering of the Registrable Securities to be sold by such Electing Holder or
agent or to such underwriters; and make all required filings of such prospectus
supplement or post-effective amendment promptly after notification of the
matters to be incorporated in such prospectus supplement or post-effective amendment;


 


(xi)                     furnish
to each Electing Holder, each placement or sales agent, if any, therefor, each
underwriter, if any, thereof and the respective counsel referred to in Section
3(d)(vi) a conformed copy of such Shelf Registration Statement, each such amendment
and supplement thereto (in each case including all exhibits thereto (in the
case of an Electing Holder of Registrable Securities, upon request) and
documents incorporated by reference therein) and such number of copies of such
Shelf Registration Statement (excluding exhibits thereto and, to the extent
requested, documents incorporated by reference therein unless specifically so
requested by such Electing Holder, agent or underwriter, as the case may be)
and of the prospectus included in such Shelf Registration Statement (including
each preliminary prospectus and any summary prospectus), in conformity in all
material respects with the applicable requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder, and such other documents, as such Electing Holder, agent, if any,
and underwriter, if any, may reasonably request in order to facilitate the
offering and disposition of the Registrable Securities owned by such Electing
Holder, offered or sold by such agent or underwritten by such underwriter and
to permit such Electing Holder, agent and underwriter to satisfy the prospectus
delivery requirements of the Securities Act; and the Company hereby consents to
the use of such prospectus (including such preliminary and summary prospectus)
and any amendment or supplement thereto by each such Electing Holder and by any
such agent and underwriter, in each case in the form most recently provided to
such person by the Company, in connection with the offering and sale of the
Registrable Securities covered by the prospectus (including such preliminary
and summary prospectus) or any supplement or amendment thereto;


 


(xii)                  use best efforts to (A) register or
qualify the Registrable Securities to be included in such Shelf Registration
Statement under such securities laws or blue sky laws of such jurisdictions as
any Electing Holder and each placement or sales agent, if any, therefor and
underwriter, if any, thereof shall reasonably request, (B) keep such registrations
or qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions during
the period the Shelf Registration is required to remain effective under Section
2(b) above and for so long as may be necessary to enable any such Electing
Holder,


 


11

















 


agent or underwriter to complete its distribution of Securities
pursuant to such Shelf Registration Statement and (C) take any and all other
actions as may be reasonably necessary or advisable to enable each such
Electing Holder, agent, if any, and underwriter, if any, to consummate the
disposition in such jurisdictions of such Registrable Securities; provided,
however, that the Company shall not be required for any such purpose
to (1) qualify as a foreign corporation in any jurisdiction wherein it would
not otherwise be required to qualify but for the requirements of this Section
3(d)(xii), (2) consent to general service of process in any such jurisdiction
or (3) make any changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders;


 


(xiii)               use its best efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Shelf Registration or the
offering or sale in connection therewith or to enable the selling holder or
holders to offer, or to consummate the disposition of, their Registrable
Securities;


 


(xiv)              unless any Registrable Securities shall
be in book-entry only form, cooperate with the Electing Holders and the
managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold, which
certificates, if so required by any securities exchange upon which any
Registrable Securities are listed, shall be penned, lithographed or engraved,
or produced by any combination of such methods, on steel engraved borders, and
which certificates shall not bear any restrictive legends; and, in the case of
an underwritten offering, enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters may
request at least two business days prior to any sale of the Registrable
Securities;


 


(xv)                 provide
a CUSIP number for all Registrable Securities, not later than the applicable
Effective Time;


 


(xvi)              enter into one or more underwriting
agreements, engagement letters, agency agreements, “best efforts” underwriting
agreements or similar agreements, as appropriate, including customary
provisions relating to indemnification and contribution, and take such other
actions in connection therewith as any Electing Holders aggregating at least
20% in aggregate principal amount of the Registrable Securities at the time
outstanding shall request in order to expedite or facilitate the disposition of
such Registrable Securities;


 


(xvii)           whether or not an agreement of the type
referred to in Section 3(d)(xvi) hereof is entered into and whether or not any
portion of the offering contemplated by the Shelf Registration is an
underwritten offering or is made through a placement or sales agent or any
other entity, (A) make such representations and warranties to the Electing
Holders and the placement or sales agent, if any, therefor and the
underwriters, if any, thereof in form, substance and scope as are customarily
made in connection with an offering of debt securities pursuant to any
appropriate agreement or to a registration statement filed on the form
applicable to the Shelf Registration (it being agreed that the form, substance
and scope of such representations and warranties shall be substantially similar
to those contained in the Purchase Agreement); (B) obtain opinions of in-house
and other counsel to the Company in customary form, substantially similar to
the opinions rendered pursuant


 


12

















 


to Section 7 of the Purchase Agreement, addressed to such Electing
Holder or Electing Holders of at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding if they so request and the
placement or sales agent, if any, therefor and the underwriters, if any,
thereof and dated the effective date of such Shelf Registration Statement (and
if such Shelf Registration Statement contemplates an underwritten offering of a
part or all of the Registrable Securities, dated the date of the closing under
the underwriting agreement relating thereto) (it being agreed that the matters
to be covered by such opinions shall include the matters covered by the
opinions of in-house and other counsel to the Company, respectively, rendered
pursuant to Section 7 of the Purchase Agreement with such changes as may
reasonably be required for a registered offering (which changes, to the extent
practicable, shall be consistent with prior practice in registered offerings of
the Company’s securities)); (C) obtain a “cold comfort” letter or letters from
the independent certified public accountants of the Company addressed to the
selling Electing Holders, the placement or sales agent, if any, therefor or the
underwriters, if any, thereof, dated (i) the effective date of such Shelf
Registration Statement and (ii) the effective date of any prospectus supplement
to the prospectus included in such Shelf Registration Statement or
post-effective amendment to such Shelf Registration Statement which includes
unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such prospectus
(and, if such Shelf Registration Statement contemplates an underwritten
offering pursuant to any prospectus supplement to the prospectus included in
such Shelf Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus, dated the date of the closing under the underwriting
agreement relating thereto), such letter or letters to be in customary form and
covering such matters of the type customarily covered by letters of such type;
(D) deliver such documents and certificates, including officers’ certificates,
as may be reasonably requested by any Electing Holders of at least 20% in
aggregate principal amount of the Registrable Securities at the time
outstanding or the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof to evidence the accuracy of the representations
and warranties made pursuant to clause (A) above or those contained in Section
5(a) hereof and the compliance with or satisfaction of any agreements or
conditions contained in the underwriting agreement or other agreement entered
into by the Company; and (E) undertake such obligations relating to expense
reimbursement, indemnification and contribution as are provided in Section 6
hereof;


 


(xviii)        notify in writing each holder of Registrable
Securities of any proposal by the Company to amend or waive any provision of
this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof
and of any amendment or waiver effected pursuant thereto, each of which notices
shall contain the text of the amendment or waiver proposed or effected, as the
case may be;


 


(xix)                in the event that any broker-dealer
registered under the Exchange Act shall underwrite any Registrable Securities
or participate as a member of an underwriting syndicate or selling group or
“assist in the distribution” (within the meaning of the Conduct Rules (the
“Conduct Rules) of the National Association of Securities Dealers, Inc.
(“NASD”) or any successor thereto, as amended from time to time) thereof,
whether as a holder of such Registrable Securities or as an underwriter, a


 


13

















 


placement or sales agent or a broker or dealer in respect thereof, or
otherwise, assist such broker-dealer in complying with the requirements of such
Conduct Rules, including by (A) if such Conduct Rules shall so require,
engaging a “qualified independent underwriter” (as defined in such Conduct
Rules) to participate in the preparation of the Shelf Registration Statement
relating to such Registrable Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated
by such Shelf Registration Statement is an underwritten offering or is made
through a placement or sales agent, to recommend the yield of such Registrable
Securities, (B) indemnifying any such qualified independent underwriter to the
extent of the indemnification of underwriters provided in Section 6 hereof (or
to such other customary extent as may be requested by such underwriter), and
(C) providing such information to such broker-dealer as may be required in
order for such broker-dealer to comply with the requirements of the Conduct
Rules; and


 


(xx)                   comply
with all applicable rules and regulations of the Commission, and make generally
available to its securityholders as soon as practicable but in any event not
later than eighteen months after the effective date of such Shelf Registration
Statement, an earning statement of the Company and its subsidiaries complying
with Section 11(a) of the Securities Act (including, at the option of the
Company, Rule 158 thereunder).


 


(e)             In
the event that the Company would be required, pursuant to Section 3(d)(viii)(F)
above, to notify the Electing Holders, the placement or sales agent, if any,
therefor and the managing underwriters, if any, thereof, the Company shall
without delay prepare and furnish to each of the Electing Holders, to each
placement or sales agent, if any, and to each such underwriter, if any, a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of Registrable Securities, such prospectus
shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing. Each Electing Holder agrees that upon receipt of
any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such
Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such Registrable
Securities until such Electing Holder shall have received copies of such
amended or supplemented prospectus, and if so directed by the Company, such
Electing Holder shall deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, then in such Electing Holder’s
possession of the prospectus covering such Registrable Securities at the time
of receipt of such notice.


 


(f)               In
the event of a Shelf Registration, in addition to the information required to
be provided by each Electing Holder in its Notice and Questionnaire, the
Company may require such Electing Holder to furnish to the Company such
additional information regarding such Electing Holder and such Electing
Holder’s intended method of distribution of Registrable Securities as may be
required in order to comply with the Securities Act. Each such Electing Holder
agrees to notify the Company as promptly as practicable of any inaccuracy or
change in information previously furnished by such Electing Holder to the Company
or of the occurrence of any event in either case as a result of which any
prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact


 


14

















 


regarding such Electing Holder or such Electing
Holder’s intended method of disposition of such Registrable Securities or omits
to state any material fact regarding such Electing Holder or such Electing
Holder’s intended method of disposition of such Registrable Securities required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, and promptly to furnish to the
Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not
contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.


 


(g)            Until
the expiration of two years after the Closing Date, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to,
resell any of the Securities that have been reacquired by any of them except
pursuant to an effective registration statement under the Securities Act.


 


4.                  Registration
Expenses.


 


The
Company agrees to bear and to pay or cause to be paid promptly all expenses
incident to the Company’s performance of or compliance with this Exchange and
Registration Rights Agreement, including (a) all Commission and any NASD
registration, filing and review fees and expenses including reasonable fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared
for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the Securities),
(d) messenger, telephone and delivery expenses relating to the offering, sale
or delivery of Securities and the preparation of documents referred in clause
(c) above, (e) fees and expenses of each of the Trustees under the Indentures,
any agent of the Trustees and any counsel for the Trustees and of any
collateral agent or custodian, (f) internal expenses (including all salaries
and expenses of the Company’s officers and employees performing legal or
accounting duties), (g) reasonable fees, disbursements and expenses of counsel
and independent certified public accountants of the Company (including the
expenses of any opinions or “cold comfort” letters required by or incident to
such performance and compliance), (h) fees, disbursements and expenses of any
“qualified independent underwriter” engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such


 


15

















 


registration
(collectively, the “Registration Expenses”). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.


 


5.                  Representations
and Warranties.


 


The
Company represents and warrants to, and agrees with, each Purchaser and each of
the holders from time to time of Registrable Securities that:


 


(a)             Each
registration statement covering Registrable Securities and each prospectus
(including any preliminary or summary prospectus) contained therein or
furnished pursuant to Section 3(d) or Section 3(c) hereof and any further
amendments or supplements to any such registration statement or prospectus,
when it becomes effective or is filed with the Commission, as the case may be,
and, in the case of an underwritten offering of Registrable Securities, at the
time of the closing under the underwriting agreement relating thereto, will
conform in all material respects to the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and at all times subsequent to the Effective
Time when a prospectus would be required to be delivered under the Securities
Act, other than from (i) such time as a notice has been given to holders of
Registrable Securities pursuant to Section 3(d)(viii)(F) or
Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes
an amended or supplemented prospectus pursuant to Section 3(e) or Section
3(c)(iv) hereof, each such registration statement, and each prospectus
(including any summary prospectus) contained therein or furnished pursuant to
Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will
conform in all material respects to the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.


 


(b)            Any
documents incorporated by reference in any prospectus referred to in Section
5(a) hereof, when they become or became effective or are or were filed with the
Commission, as the case may be, will conform or conformed in all material
respects to the requirements of the Securities Act or the Exchange Act, as
applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided,
however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.


 


16

















 


(c)             The
compliance by the Company with all of the provisions of this Exchange and
Registration Rights Agreement and the consummation of the transactions herein
contemplated will not conflict with or result in a breach of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company
or any subsidiary of the Company is a party or by which the Company or any
subsidiary of the Company is bound or to which any of the property or assets of
the Company or any subsidiary of the Company is subject, nor will such action
result in any violation of the provisions of the statuts, as amended, of the
Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any
subsidiary of the Company or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court
or governmental agency or body is required for the consummation by the Company
of the transactions contemplated by this Exchange and Registration Rights
Agreement, except the registration under the Securities Act of the Securities,
qualification of each Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may be
required in connection with the listing of the Exchange Securities and the
conduct of an exchange offer on the Luxembourg Stock Exchange and as may be
required under State securities or blue sky laws in connection with the
offering and distribution of the Securities.


 


(d)            This
Exchange and Registration Rights Agreement has been duly authorized, executed
and delivered by the Company.


 


6.                  Indemnification.


 


(a)             Indemnification
by the Company. The Company will indemnify and hold harmless each of
the holders of Registrable Securities included in an Exchange Registration
Statement, each of the Electing Holders of Registrable Securities included in a
Shelf Registration Statement and each person who participates as a placement or
sales agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or
several, to which such holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Registration Statement or Shelf Registration Statement, as the
case may be, under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Company to any such holder, Electing Holder, agent
or underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such holder, such Electing Holder, such agent
and such underwriter for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such action or claim as
such expenses are incurred; provided, however, that the Company shall
not be liable to any such person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the Company by such person expressly for use
therein.


 


17

















 


(b)            Indemnification
by the Holders and any Agents and Underwriters. The Company may
require, as a condition to including any Registrable Securities in any
registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement with respect thereto, that the Company shall
have received an undertaking reasonably satisfactory to it from the Electing
Holder of such Registrable Securities and from each underwriter named in any
such underwriting agreement, severally and not jointly, to (i) indemnify and
hold harmless the Company, and all other holders of Registrable Securities,
against any losses, claims, damages or liabilities to which the Company or such
other holders of Registrable Securities may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Electing Holder or underwriter expressly for use therein, and (ii)
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this
Section 6(b) for any amounts in excess of the dollar amount of the proceeds to
be received by such Electing Holder from the sale of such Electing Holder’s
Registrable Securities pursuant to such registration.


 


(c)             Notices of
Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions
of or contemplated by this Section 6, notify such indemnifying party in writing
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. 
No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement


 


18

















 


as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.


 


(d)            Contribution.
If for any reason the indemnification provisions contemplated by Section 6(a)
or Section 6(b) are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all
of them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders’ and any underwriters’ obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may
be, by them and not joint.


 


(e)             The
obligations of the Company under this Section 6 shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same
terms and conditions, to each officer, director and partner of each holder,
agent and underwriter and each person, if any, who controls any holder, agent
or underwriter within the meaning of the Securities Act; and the obligations of
the holders and any agents or underwriters contemplated by this Section 6 shall
be in addition to any liability which the respective holder, agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the


 


19

















 


Company (including any person who, with his consent,
is named in any registration statement as about to become a director of the
Company) and to each person, if any, who controls the Company within the
meaning of the Securities Act.


 


7.                  Underwritten
Offerings.


 


(a)             Selection of
Underwriters. If any of the Registrable Securities covered by the
Shelf Registration are to be sold pursuant to an underwritten offering, the
managing underwriter or underwriters thereof shall be designated by Electing
Holders holding at least a majority in aggregate principal amount of the
Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.


 


(b)            Participation
by Holders. Each holder of Registrable Securities hereby agrees with
each other such holder that no such holder may participate in any underwritten
offering hereunder unless such holder (i) agrees to sell such holder’s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.


 


8.                  Rule 144.


 


The
Company covenants to the holders of Registrable Securities that to the extent
it shall be required to do so under the Exchange Act, the Company shall timely
file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder’s sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.


 


9.                  Miscellaneous.


 


(a)             No
Inconsistent Agreements.  The
Company represents, warrants, covenants and agrees that it has not granted, and
shall not grant, registration rights with respect to Registrable Securities or
any other securities which would be inconsistent with the terms contained in
this Exchange and Registration Rights Agreement.


 


(b)            Specific
Performance.  The parties
hereto acknowledge that there would be no adequate remedy at law if the Company
fails to perform any of its obligations hereunder and that the Purchasers and
the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such
holders, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of the Company under this Exchange and Registration Rights
Agreement in accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.


 


20

















 


(c)             Notices.  All
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, if delivered personally or by courier, or three days after being
deposited in the mail (registered or certified mail, postage prepaid, return
receipt requested) as follows:  If to
the Company, to it at Rhodia, 26 quai Alphonse Le Gallo, 92512
Boulogne–Billancourt Cedex, France, Attention: 
General Counsel, and if to a holder, to the address of such holder set
forth in the security register or other records of the Company, or to such
other address as the Company or any such holder may have furnished to the other
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.


 


(d)            Parties in
Interest.  All the terms and
provisions of this Exchange and Registration Rights Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties
hereto and the holders from time to time of the Registrable Securities and the
respective successors and assigns of the parties hereto and such holders. In
the event that any transferee of any holder of Registrable Securities shall
acquire Registrable Securities, in any manner, whether by gift, bequest,
purchase, operation of law or otherwise, such transferee shall, without any
further writing or action of any kind, be deemed a beneficiary hereof for all
purposes and such Registrable Securities shall be held subject to all of the
terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Registrable Securities such transferee shall be entitled to
receive the benefits of, and be conclusively deemed to have agreed to be bound
by all of the applicable terms and provisions of this Exchange and Registration
Rights Agreement. If the Company shall so request, any such successor, assign
or transferee shall agree in writing to acquire and hold the Registrable
Securities subject to all of the applicable terms hereof.


 


(e)             Survival.  The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the
results thereof) made by or on behalf of any holder of Registrable Securities,
any director, officer or partner of such holder, any agent or underwriter or
any director, officer or partner thereof, or any controlling person of any of
the foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.


 


(f)               Governing Law.  This Exchange and Registration Rights
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.


 


(g)            Headings.  The descriptive headings of the several
Sections and paragraphs of this Exchange and Registration Rights Agreement are
inserted for convenience only, do not constitute a part of this Exchange and
Registration Rights Agreement and shall not affect in any way the meaning or
interpretation of this Exchange and Registration Rights Agreement.


 


(h)            Entire
Agreement; Amendments.  This
Exchange and Registration Rights Agreement and the other writings referred to
herein (including each Indenture and the form of Securities) or delivered
pursuant hereto which form a part hereof contain the entire understanding of
the parties with respect to its subject matter. This Exchange and Registration
Rights Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter. This Exchange and Registration
Rights Agreement may be amended and the observance of any term of this Exchange
and Registration Rights Agreement may be waived (either generally or in a
particular instance


 


21

















 


and either retroactively or prospectively) only by a
written instrument duly executed by the Company and the holders of at least a
majority in aggregate principal amount of the Registrable Securities at the
time outstanding. Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or
is delivered to such holder.


 


(i)                Inspection.  For so long as this Exchange and
Registration Rights Agreement shall be in effect, this Exchange and
Registration Rights Agreement and a complete list of the names and addresses of
all the holders of Registrable Securities shall be made available for
inspection and copying on any business day by any holder of Registrable
Securities for proper purposes only (which shall include any purpose related to
the rights of the holders of Registrable Securities under the Securities, the
Indentures and this Agreement) at the offices of the Company at the address
thereof set forth in Section 9(c) above and at the office of each of the
Trustees under the Indentures.


 


(j)                Counterparts.  This agreement may be executed by the
parties in counterparts, each of which shall be deemed to be an original, but
all such respective counterparts shall together constitute one and the same
instrument.


 


22

















 


If the foregoing is in accordance with your understanding,
please sign and return to us 3 counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Purchasers, this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Purchasers and the Company.  It is
understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  RHODIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pierre Prot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Pierre Prot

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
  Accepted as of the date
  hereof:

  	
   

  
	
  Goldman Sachs
  International

  	
   

  
	
  Bear, Stearns
  International Limited

  	
   

  
	
  BNP Paribas

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Goldman Sachs
  International

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Garret Byrne

  	
   

  	
   

  
	
  Name:

  	
  Garret Byrne

  	
   

  
	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Bear, Stearns
  International Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Yves Leysen

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Yves Leysen

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BNP Paribas

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Tanneguy de Carné

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Tanneguy de Carné

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
									



 


On behalf of themselves and each of the Purchasers


 


23

















 


Exhibit A


 


RHODIA


 


INSTRUCTION TO DTC
PARTICIPANTS


 


(Date of Mailing)


 


URGENT - IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE: 
[DATE]  *


 


The Depository Trust
Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the Rhodia (the “Company”) [Title of Securities] (the “Securities”)
are held.


 


The Company is in the
process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. 
In order to have their Securities included in the registration
statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.


 


It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response].  Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you.  If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact Rhodia, 26 quai Alphonse Le Gallo, 92512 Boulogne–Billancourt
Cedex, France, Attention:  [•];  Tel.:  [•].


 












*Not less than 28
calendar days from date of mailing.


 


A-1

















 


RHODIA


 


Notice of Registration
Statement

and

Selling Securityholder Questionnaire


 


(Date)


 


Reference is hereby made
to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) between Rhodia (the “Company”) and the
Purchasers named therein.  Pursuant to
the Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the “Commission”) a
registration statement on Form [   ] (the “Shelf
Registration Statement”) for the registration and resale under Rule 415 of
the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s
[Title of
Securities] (the “Securities”). 
A copy of the Exchange and Registration Rights Agreement is attached
hereto.  All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the Exchange
and Registration Rights Agreement.


 


Each beneficial owner of
Registrable Securities (as defined below) is entitled to have the Registrable
Securities beneficially owned by it included in the Shelf Registration
Statement.  In order to have Registrable
Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (“Notice and
Questionnaire”) must be completed, executed and delivered to the Company’s
counsel at the address set forth herein for receipt ON OR BEFORE [Deadline
for Response].  Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.


 


Certain legal
consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. 
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.


 


The term “Registrable
Securities” is defined in the Exchange and Registration Rights Agreement.


 


A-2

















 


ELECTION


 


The undersigned holder
(the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities
beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning
this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Exchange and Registration Rights Agreement, including,
without limitation, Section 6 of the Exchange and Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.




Upon any sale of
Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Company and
applicable Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.


 


The Selling
Securityholder hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:


 


A-3

















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
  Full Legal Name of
  Selling Securityholder:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full Legal Name of
  Registered Holder (if not the same as in (a) above) of Registrable Securities
  Listed in Item (3) below:

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full Legal Name of DTC
  Participant (if applicable and if not the same as (b) above) Through Which
  Registrable Securities Listed in Item (3) below are Held:

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Address for Notices to
  Selling Securityholder:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
  Contact Person:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Beneficial Ownership of
  Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this Item (3), the
  undersigned does not beneficially own any Securities.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Principal amount of
  Registrable Securities beneficially owned:

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such
  Registrable Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Principal amount of
  Securities other than Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such
  other Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Principal amount of
  Registrable Securities which the undersigned wishes to be included in the
  Shelf Registration Statement: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such
  Registrable Securities to be included in the Shelf Registration Statement:

  	
   

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Beneficial Ownership of
  Other Securities of the Company:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this Item (4), the
  undersigned Selling Securityholder is not the beneficial or registered owner
  of any other securities of the Company, other than the Securities listed
  above in Item (3).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions here:

  	
   

  
	
   

  	
   

  	
   

  
													



 


A-4

















 


	
  (5)

  	
   

  	
  Relationships with the
  Company:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below, neither the Selling
  Securityholder nor any of its affiliates, officers, directors or principal
  equity holders (5 or more) has held any position or office or has had any
  other material relationship with the Company (or its predecessors or
  affiliates) during the past three years.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions
  here:

  	
   

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Plan of Distribution:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below, the undersigned Selling
  Securityholder intends to distribute the Registrable Securities listed above
  in Item (3) only as follows (if at all): 
  Such Registrable Securities may be sold from time to time directly by
  the undersigned Selling Securityholder or, alternatively, through
  underwriters, broker-dealers or agents. 
  Such Registrable Securities may be sold in one or more transactions at
  fixed prices, at prevailing market prices at the time of sale, at varying
  prices determined at the time of sale, or at negotiated prices.  Such sales may be effected in transactions
  (which may involve crosses or block transactions) (i) on any national
  securities exchange or quotation service on which the Registered Securities may
  be listed or quoted at the time of sale, (ii) in the over-the-counter market,
  (iii) in transactions otherwise than on such exchanges or services or in the
  over-the-counter market, or (iv) through the writing of options.  In connection with sales of the Registrable
  Securities or otherwise, the Selling Securityholder may enter into hedging
  transactions with broker-dealers, which may in turn engage in short sales of
  the Registrable Securities in the course of hedging the positions they
  assume.  The Selling Securityholder
  may also sell Registrable Securities short and deliver Registrable Securities
  to close out such short positions, or loan or pledge Registrable Securities
  to broker-dealers that in turn may sell such securities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions
  here:

  	
   

  
	
   

  	
   

  	
   

  
							



 


By signing below, the
Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act
and the rules and regulations thereunder, particularly Regulation M.


 


In the event that the
Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


 


By signing below, the
Selling Securityholder consents to the disclosure of the information contained
herein in its answers to Items (1) through (6) above and the inclusion of
such information in the Shelf Registration Statement and related
Prospectus.  The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation of the Shelf Registration Statement and related
Prospectus.


 


A-5

















 


In accordance with the
Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect.  All notices hereunder and
pursuant to the Exchange and Registration Rights Agreement shall be made in
writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:


 




	
  (i)

  	
  To the Company:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
  (ii) With a copy to:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
			






 


Once this Notice and
Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above.  This Agreement shall be governed in all
respects by the laws of the State of New York.


 


A-6

















 


IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Selling Securityholder

  
	
   

  	
  (Print/type full legal name
  of beneficial owner of Registrable Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 


 


PLEASE RETURN THE
COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE
FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:


 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


A-7

















 


Exhibit B


 


NOTICE OF TRANSFER
PURSUANT TO REGISTRATION STATEMENT


 


[Name of Trustee]


[Name of Issuer]


c/o [Name of Trustee]


[Address of Trustee]


 


Attention:  Trust Officer


 


Re:                               Rhodia
(the “Company”)


[Title of Securities]


 


Dear Sirs:


 


Please be advised that
                                                        
has transferred
                                                        
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [      ]
(File No. 333-         ) filed by
the Company.


 


We hereby certify that
the prospectus delivery requirements, if any, of the Securities Act of 1933, as
amended, have been satisfied and that the above-named beneficial owner of the
Notes is named as a “Selling Holder” in the Prospectus dated [date]
or in supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner’s name.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)

  



 


B-1