Exhibit 4.5


 


Execution Copy


 


RHODIA


 


$647,500,000  10.250% Senior Notes due 2010


€181,000,000  10.500% Senior Notes due 2010


 


 


Exchange and Registration Rights Agreement


 


May 17, 2004


 


Credit Suisse
First Boston (Europe) Limited


BNP Paribas


Goldman Sachs International


 


Collectively, the “Managers”


As representatives of the several Purchasers


named in Schedule I to the Purchase Agreement


 


c/o


Credit Suisse
First Boston (Europe) Limited


One Cabot Square


London, England
E14 4QJ


 


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
$647,500,000 of the Company’s 10.250% Senior Notes due 2010 (the “Dollar Senior Notes”) and an aggregate of
€181,000,000 of the Company’s 10.500% Senior Notes due 2010 (the “Euro Senior Notes” and, together with the
Dollar Senior Notes, the “Senior 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, including without limitation any Purchaser acting as a
broker-dealer.


 


“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.


 


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“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 17, 2004,
between the Company and The Bank of New York, as Trustee, under which the
Dollar Senior Notes and the Euro Senior Notes will be issued, as the same shall
be amended from time to time.


 


“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 7, 2004, between
the Purchasers and the Company relating to the Securities.


 


“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) if such Security was eligible to be


 


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tendered in the Exchange Offer
(but not tendered for an Exchange Security as per (i) above) and such Security
is freely transferable under the Securities Act subsequent to the Exchange
Offer without the need for a seller to deliver a prospectus pursuant to current
interpretations by  the Commission’s
staff of Section 5 of the Securities Act 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 and the Euro Senior Notes, 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 applicable Indenture.


 


“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.


 


“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


 


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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 after the date the Company has first
published, sent or given the means to tender to holders 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 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. In addition,
the Exchange Offer shall 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 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 (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 (unless such period is extended pursuant to
Section 3(c)(iii)) 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 otherwise 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


 


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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 (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 without being succeeded contemporaneously by an
additional registration statement filed and declared effective, each such event
referred to in clauses (i) through (iv) a “Registration
Default” whatever the reason for any such event and whether it is
voluntary or involuntary or is beyond the control of the Company or pursuant to
the operation of law or as a result of any action or inaction by the Commission
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 on the outstanding Registrable Securities 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 all concurrent Registration Defaults, 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 Registration Default occurs, then Special Interest shall
again accrue in accordance with the foregoing provisions.


 


(d)         Any amounts of Special Interest due will be calculated
and payable on the regular interest payment dates with respect to each of the
Dollar Senior Notes and the Euro Senior Notes in the manner provided for the
Indentures.


 


(e)          The Company and the Purchasers each acknowledge that,
pursuant to current interpretations by the Commission’s staff of Section 5
of the Securities Act, in the absence of an applicable exemption therefrom,
each holder which is a broker-dealer electing to exchange Registrable
Securities, acquired for its own account as a result of market making activities
or other trading activities, for Exchange Securities, is required to deliver a
prospectus containing information similar to that set forth in (a) Exhibit C
hereto on the cover, (b) Exhibit D hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section, and (c) Exhibit E
hereto in the “Plan of Distribution” section of such prospectus in
connection with a sale of any such Exchange Securities received by such
broker-dealer pursuant to the Registered Exchange Offer (in each case, subject
to the Commission’s “Plain English” rules).


 


(f)            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.


 


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(g)         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.


 


(a)          At or before the Effective Time of the Exchange Offer
or the Shelf Registration, as the case may be, the Company shall qualify each
the indenture 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 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 


 


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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.
In the event of notification pursuant to Clauses 3(c)(iii)(C), (D), (E) and
(F), the 180 day period provided for in 2(a) for the maintenance of the
effectiveness of the Exchange Offer Registration Statement shall be extended by
the number of days during the Resale Period when the prospectus included in
such Exchange Registration Statement was not available for resales by broker
dealers (such period the “Suspension Period”);
provided however, that such 180 day period shall not be so extended if the
Suspension Period is less than 30 consecutive days, unless the Suspension
Period occurs during the final 30 days of the 180 day period of effectiveness,
in which case the period of effectiveness shall be extended by the number of
days in such Suspension Period.


 


(iv)                              in the event that the Company would be required,
pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealer
holding Exchange Securities, the Company shall 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 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; provided
however, that in the event that the Company undertakes such supplement or
amendment of the prospectus through the incorporation of documents by reference
in accordance with applicable regulations of the Commission, the Company shall
only be required to promptly notify any broker-dealer holding Exchange
Securities thereof and shall be under no obligation to deliver such documents
incorporated by reference, unless such broker-dealer requests such documents
from the Company;


 


(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 statuts,
charter 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;


 


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(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 an earnings statement of the Company
and its consolidated subsidiaries, complying with Section 11(a) of the
Securities Act (including at the option of the Company, Rule 158 thereunder)
and covering the twelve-month period beginning on the first day of the
Company’s first fiscal quarter commencing after the effective date of such
Exchange Registration Statement, generally available to its security holders as
soon as practicable but no later 120 days after the end of such twelve-month
period.


 


(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 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;


 


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(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 reasonably
acceptable to the Company, to be selected by the Managers, 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 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


 


9

















 


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;


 


(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


 


10

















 


long as may be necessary to enable any such Electing Holder, 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 statuts, charter 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 updated for the relevant facts and
circumstances); (B) obtain opinions of in-house and other counsel to the
Company in customary form, substantially similar to the opinions rendered
pursuant the Purchase Agreement updated for the relevant facts and
circumstances and addressed to the underwriters, if any, or in their absence
the 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


 


11

















 


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 the Purchase Agreement with such changes as may reasonably be
required for a registered offering), (C) obtain a 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 comfort 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
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


 


12

















 


(xx)                              comply with all applicable rules and
regulations of the Commission, and make an earnings statement of the Company
and its consolidated subsidiaries, complying with Section11(a) of the
Securities Act (including at the option of the Company, Rule 158 thereunder)
and covering the twelve-month period beginning on the first day of the
Company’s first fiscal quarter commencing after the effective date of such
Shelf Registration Statement, generally available to its security holders as soon
as practicable but no later 120 days after the end of such twelve-month period.


 


(xxi)                           In the event that the Company would be
required, pursuant to Section 3(d)(viii)(B)-(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)(B)-(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.


 


(xxii)                        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 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.


 


(e)          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.


 


13

















 


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 regardless of whether a registration
statement is filed or becomes effective, 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 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) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or 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 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 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 execution of and 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


 


14

















 


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.


 


(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


 


15

















 


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.


 


(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


 


16

















 


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 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 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.


 


17

















 


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 rules may be amended from time to time, or
any similar or successor rules or regulations 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 or otherwise conflict 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 Purchaser 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.  The Company agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.


 


(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


 


18

















 


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 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


 


19

















 


address thereof set forth
in Section 9(c) above and at the office of each of the Trustees under the
Indentures.


 


(j)             VAT. All amounts of fees,
disbursments or expenses, payable to the Purchasers under the terms of this
Registration Rights Agreement are exclusive of any Value-Added Tax or any
similar taxes (“VAT”) chargeable on or in connection with those fees,
disbursments or expenses. If any VAT is or becomes chargeable for any reason,
that tax (including any penalties and interest for late payment) will be borne
by the Company.  In this event, such VAT
will be invoiced by the Purchasers or, where appropriate, directly accounted
for at the applicable rate by the Company under the reverse charge procedure
provided for by Article 283.2° of the French General Tax Code.


 


(k)          Submission to Jurisdiction; Agent
for Service of Process. The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby and waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any such proceeding. 
The Company irrevocably appoints CT Corporation, 111 Eighth Avenue, 13th
Floor, NY, NY 10011 as its authorized agent in the Borough of Manhattan in The
City of New York upon which process may be served in any such suit or
proceeding, and agrees that service of process upon such agent, and written
notice of said service to the Company by the person serving the same to the
address of the Company set forth in the Offering Circular, shall be deemed in
every respect effective service of process upon the Company in any such suit or
proceeding.  The Company further agrees
to take any and all action as may be necessary to maintain such designation and
appointment of such agent in full force and effect for a period of seven years
from the date of this Agreement.


 


(l)             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.


 


20

















 


If the foregoing is in accordance with your understanding, please sign
this letter and return it to us, 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.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  RHODIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Pierre
  Prot

  	
   

  
	
   

  	
   

  	
  Name:  Pierre Prot

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President and Chief

  Financial Officer

  
					



 


Accepted as of the
date hereof:


Credit Suisse
First Boston (Europe) Limited


BNP Paribas


Goldman Sachs
International


 


 


CREDIT SUISSE
FIRST BOSTON (EUROPE) LIMITED


 


 


	
  By:

  	
  /s/  Craig
  Klaasmeyer

  	
   

  
	
   

  	
  Name:  Craig
  Klaasmeyer

  
	
   

  	
  Title:  Managing
  Director

  



 


 


BNP PARIBAS


 


 


	
  By:

  	
  /s/ Anthony
  Dow

  	
   

  	
  /s/ N.
  Georgson

  	
   

  
	
   

  	
  Name: A. Dow

  	
  N. Georgson

  
	
   

  	
  Title:  Authorised
  Signatory

  	
  Authorised
  Signatory

  



 


 


GOLDMAN SACHS
INTERNATIONAL


 


 


	
  By: 

  	
  /s/ Shobana
  Mani

  	
   

  
	
  Name: Shobana
  Mani

  
	
  Title: Authorised
  Signatory

  
	
   

  	
   

  
	
   

  	
  On behalf of
  themselves and each of the Purchasers

  
				



 


21

















 


Exhibit A


 


RHODIA


 


INSTRUCTION TO
CLEARING SYSTEM 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 Rhodia (the “Company”) [Title of Securities] (the
“Securities”) are held.


 


The Company is in
the process of registering [Title of Securities] (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 S.A. (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 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 or ISIN No(s). of such Registrable Securities:
                                                                       


 


(b)         Principal
amount of Securities other than Registrable Securities beneficially owned:


 


CUSIP or ISIN 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) or ISIN. 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:


 


(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


 


A-4

















 


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.


 


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:


 


A-5

















 


(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

















 


Exhibit
C


 


If you are a broker-dealer that receives Exchange Senior Notes for your
own account you must acknowledge that you will deliver a prospectus in
connection with any resale of the Exchange Senior Notes.  The letter of transmittal accompanying this
prospectus states that by so acknowledging and by delivering a prospectus, you
will not be deemed to admit that you are an “underwriter” within the meaning of
the Securities Act 1933.  You may use
this prospectus, as we may amend or supplement it in the future, for your
resales of Exchange Senior Notes.  We
will make this prospectus available to any broker-dealer for use in connection
with any such resale for a period of 180 days after the date of consummation of
this exchange offer, subject to extension in certain limited circumstances.


 


A-2

















 


Exhibit
D


 


Any holder of the Original Senior Notes using this exchange offer to
participate in a distribution of Exchange Notes cannot rely on the no-action
letters referred to above. This includes a broker-dealer that acquired Original
Senior Notes directly from Rhodia, but not as a result of market-making
activities or other trading activities. Consequently, the noteholder must
comply with the registration and prospectus delivery requirements of the
Securities Act in the absence of an exemption from these requirements. Each
broker-dealer that receives Exchange Senior Notes for its own account in
exchange for Original Senior Notes that were acquired by such broker-dealer as
a result of market-making activities or other trading activities must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Senior Notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Senior Notes received in exchange for Original Senior Notes
where such Original Senior Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The letter of
transmittal states that by acknowledging that it will deliver a prospectus, a
broker-dealer will not be considered to admit that it is an “underwriter”
within the meaning of the Securities Act. Rhodia has agreed that for a period
of 180 days after the expiration date, it will make this prospectus available
to broker-dealers for use in connection with any resale covered by these rules,
subject to extension in certain limited circumstances. Except as described
above, this prospectus may not be used for an offer to resell, resale or other
transfer of the Exchange Senior Notes.


 


A-3

















 


Exhibit
F


 


PLAN OF
DISTRIBUTION


 


Except as described below, a broker-dealer may not participate in this
exchange offer in connection with a distribution of the Exchange Notes. Each
broker-dealer that receives Exchange Senior Notes for its own account pursuant
to this exchange offer must acknowledge in its letter of transmittal that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of the Exchange Senior Notes. This prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Senior Notes received for
its own account in exchange for Original Senior Notes where such Original
Senior Notes were acquired as a result of market-making activities or other
trading activities. Rhodia has agreed that, for a period of 180 days after the
expiration date of this exchange offer, subject to extension in certain limited
circumstances, Rhodia will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale
subject to the conditions described under “The Exchange Offer—Resale of
Exchange Notes.” In addition, until [   
•    ], all
dealers effecting transactions in Exchange Senior Notes may be required to
deliver a prospectus.


 


Rhodia will not receive any proceeds from any sale of Exchange Senior
Notes by broker-dealers. Exchange Senior Notes received by broker-dealers for
their own account pursuant to this exchange offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Senior Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices, or at negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
Exchange Senior Notes. Any broker-dealer that resells Exchange Senior Notes
that were received by it for its own account pursuant to the exchange offer and
any broker or dealer that participates in a distribution of such Exchange
Senior Notes may be deemed to be an “underwriter” within the meaning of the
Securities Act, and any profit on any such resale of Exchange Senior Notes and
any commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.


 


Rhodia has agreed to pay all expenses incident to this exchange offer
other than agency fees and commissions and underwriting discounts and
commissions attributable to the sale of the Original Senior Notes, and other than
expenses of counsel or other advisers or experts retained by the holders of
Original Senior Notes. Rhodia has agreed to indemnify the holders of Original
Senior Notes, including any broker-dealers, against some liabilities, including
some liabilities under the Securities Act.


 


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