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                                                                     Exhibit 4.5


                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of December 18, 2002, between RESOLUTION PERFORMANCE
PRODUCTS LLC, a Delaware limited liability company ("RPP LLC"), and RPP CAPITAL
CORPORATION, a Delaware corporation and wholly-owned subsidiary of RPP LLC ("RPP
Capital" and together with RPP LLC, collectively the "Companies", and each
individually a "Company"), and MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE
FIRST BOSTON CORPORATION, J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY
INC. (collectively, the "Placement Agents").

                  This Agreement is made pursuant to the Placement Agreement
dated December 13, 2002, between the Companies and the Placement Agents (the
"Placement Agreement"), which provides for the sale by the Companies to the
Placement Agents of an aggregate of $53,000,000 principal amount of the
Companies' 13 1/2 % Senior Subordinated Notes Due 2010 (the "Securities"). In
order to induce the Placement Agents to enter into the Placement Agreement, the
Companies have agreed to provide to the Placement Agents and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Placement
Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1.       Definitions.

                  As used in this Agreement, the following capitalized defined
         terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Additional Interest" shall have the meaning set forth in
         Section 2(d).

                  "Closing Date" shall mean the Closing Date as defined in the
         Placement Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

                  "Companies" shall have the meaning set forth in the preamble
         and shall also include the Companies' respective successors.


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                  "Exchange Dates" shall have the meaning set forth in Section
2(a)(ii).

                  "Exchange Offer" shall mean the exchange offer by the
         Companies of Exchange Securities for Registrable Securities pursuant to
         Section 2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) and all amendments and supplements to such
         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated by
         reference therein.

                  "Exchange Securities" shall mean securities issued by the
         Companies substantially in the form of Exhibit B to the Indenture
         containing terms identical to the Securities (except that the Exchange
         Securities will not contain restrictions on transfer) and to be offered
         to Holders of Securities in exchange for Securities pursuant to the
         Exchange Offer.

                  "Filing Date" means (i) with respect to an Exchange Offer
         Registration Statement or the Shelf Registration Statement required to
         be filed pursuant to Section 2(b)(i) or (ii), the earlier of the date
         of the filing thereof with the SEC and the 120th day after the Closing
         Date and (ii) with respect to the Shelf Registration Statement required
         to be filed pursuant to Section 2(b)(iii), the 60th day after the
         delivery of a notice pursuant to Section 2(b)(iii).

                  "Holder" shall mean the Placement Agents, for so long as they
         own any Registrable Securities, and each of their successors, assigns
         and direct and indirect transferees who become registered owners of
         Registrable Securities under the Indenture or who become beneficial
         owners of Registrable Securities, so long as in the case of beneficial
         owners, such owners have so notified the Companies in writing; provided
         that for purposes of Sections 4 and 5 of this Agreement, the term
         "Holder" shall include Participating Broker-Dealers.

                  "Indenture" shall mean the Indenture relating to the
         Securities dated as of November 14, 2000 among the Companies and United
         States Trust Company of New York, as trustee, and as the same may be
         amended from time to time in accordance with the terms thereof.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Securities;
         provided that whenever the consent or approval of Holders of a
         specified percentage of Registrable Securities is required hereunder,
         Registrable Securities held by the Companies or any of their affiliates
         (as such term is defined in Rule 405 under the 1933 Act) (other than
         the Placement Agents or subsequent Holders of Registrable Securities if
         such subsequent holders are deemed to be such affiliates solely by
         reason of their holding of such Registrable



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         Securities) shall not be counted in determining whether such consent or
         approval was given by the Holders of such required percentage or
         amount.

                  "Participating Broker-Dealer" shall have the meaning set forth
         in Section 4(a).

                  "Person" shall mean an individual, partnership, limited
         liability company, corporation, trust or unincorporated organization,
         or a government or agency or political subdivision thereof.

                  "Placement Agents" shall have the meaning set forth in the
         preamble.

                  "Placement Agreement" shall have the meaning set forth in the
         preamble.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Securities covered by
         a Shelf Registration Statement, and by all other amendments and
         supplements to such prospectus, and in each case including all material
         incorporated by reference therein.

                  "Registrable Securities" shall mean the Securities; provided,
         however, that the Securities shall cease to be Registrable Securities
         (i) when an Exchange Offer Registration Statement with respect to such
         Securities shall have been declared effective under the 1933 Act and
         such Securities shall have been exchanged pursuant to the Exchange
         Offer for Exchange Securities, (ii) when a Shelf Registration Statement
         with respect to such Securities shall have been declared effective
         under the 1933 Act and such Securities shall have been disposed of
         pursuant to such Shelf Registration Statement, (iii) when such
         Securities have been sold to the public pursuant to Rule 144(k) (or any
         similar provision then in force, but not Rule 144A) under the 1933 Act
         or (iv) when such Securities shall have ceased to be outstanding.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Companies with this
         Agreement, including, without limitation: (i) all SEC, stock exchange
         or National Association of Securities Dealers, Inc. registration and
         filing fees, (ii) all fees and expenses incurred in connection with
         compliance with state securities or blue sky laws (including reasonable
         fees and disbursements of counsel for any underwriters or Holders in
         connection with blue sky qualification of any of the Exchange
         Securities or Registrable Securities) within the United States (x)
         where the Holders are located, in the case of the Exchange Securities,
         or (y) as provided in Section 3(d) hereof, in the case of Registrable
         Securities to be sold by a Holder pursuant to a Shelf Registration
         Statement, (iii) all expenses of any Persons in preparing or assisting
         in preparing, word processing, printing and distributing any
         Registration Statement, any Prospectus, any amendments or supplements
         thereto, any underwriting agreements, securities sales agreements and
         other documents relating to the performance of and compliance with this
         Agreement, (iv) all rating agency fees, (v) all fees and disbursements
         relating to the qualification of the Indenture under applicable
         securities laws, (vi) the fees and disbursements of the Trustee and its
         counsel, (vii) the



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<PAGE>

         fees and disbursements of counsel for the Companies and, in the case of
         a Shelf Registration Statement, the fees and disbursements of one
         counsel for the Holders (which counsel shall be selected by the
         Majority Holders and which counsel may also be counsel for the
         Placement Agents) and (viii) the fees and disbursements of the
         independent public accountants of the Companies, including the expenses
         of any special audits or "cold comfort" letters required by or incident
         to such performance and compliance, but excluding fees and expenses of
         counsel to the underwriters (other than fees and expenses set forth in
         clause (ii) above) or the Holders and underwriting discounts and
         commissions and out-of-pocket expenses incurred by the Holders and
         transfer taxes, if any, relating to the sale or disposition of
         Registrable Securities by a Holder.

                  "Registration Statement" shall mean any registration statement
         of the Companies that covers any of the Exchange Securities or
         Registrable Securities pursuant to the provisions of this Agreement and
         all amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities" shall have the meaning set forth in the preamble.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Companies pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Securities (but no other securities unless approved by the Holders
         whose Registrable Securities are covered by such Shelf Registration
         Statement) on an appropriate form under Rule 415 under the 1933 Act, or
         any similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

                  "Trustee" shall mean the trustee with respect to the
         Securities under the Indenture.

                  "Underwriter" shall have the meaning set forth in Section 3
         hereof.

                  "Underwritten Registration" or "Underwritten Offering" shall
         mean a registration in which Registrable Securities are sold to an
         Underwriter for reoffering to the public.

                  2.       Registration Under the 1933 Act.

                  (a) To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Companies shall file an
Exchange Offer Registration Statement covering the offer by the Companies to the
Holders to exchange all of the Registrable Securities for Exchange Securities
and to use their commercially reasonable efforts to cause the Exchange Offer
Registration Statement to be declared effective and to have such Registration



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Statement remain effective until the closing of the Exchange Offer. The
Companies shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement has been declared effective by the SEC and use their best
efforts to have the Exchange Offer consummated not later than 35 days after such
effective date.

                  The Companies shall commence the Exchange Offer by mailing the
related exchange offer Prospectus and accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable
law:

                  (i)   that the Exchange Offer is being made pursuant to this
         Registration Rights Agreement and that all Registrable Securities
         validly tendered will be accepted for exchange;

                  (ii)  the dates of acceptance for exchange (which shall be a
         period of at least 20 business days from the date such notice is
         mailed) (the "Exchange Dates");

                  (iii) that any Registrable Security not tendered will remain
         outstanding and continue to accrue interest, but will not retain any
         rights under this Registration Rights Agreement;

                  (iv)  that Holders electing to have a Registrable Security
         exchanged pursuant to the Exchange Offer will be required to surrender
         such Registrable Security, together with the enclosed letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice
         prior to the close of business on the last Exchange Date; and

                  (v)   that Holders will be entitled to withdraw their
         election, not later than the close of business, New York City time, on
         the last Exchange Date, by sending to the institution and at the
         address (located in the Borough of Manhattan, The City of New York)
         specified in the notice a telegram, telex, facsimile transmission or
         letter setting forth the name of such Holder, the principal amount of
         Registrable Securities delivered for exchange and a statement that such
         Holder is withdrawing his election to have such Securities exchanged.

                  As soon as practicable after the last Exchange Date, the
         Companies shall:

                  (i)   accept for exchange Registrable Securities or portions
         thereof validly tendered and not validly withdrawn pursuant to the
         Exchange Offer; and

                  (ii)  deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Securities or portions thereof so accepted
         for exchange by the Companies and issue, and cause the Trustee to
         promptly authenticate and mail to each Holder, an Exchange Security
         equal in principal amount to the principal amount of the Registrable
         Securities surrendered by such Holder; provided, that in the case of
         any Registrable Securities held in global form by a depositary,
         authentication and delivery to such depositary of one or more Exchange
         Securities in global form in an equivalent principal amount thereto for
         the account of such Holders in accordance with the Indenture shall
         satisfy such authentication and delivery requirement.



                                       5

<PAGE>

         Each Holder (including, without limitation, each Participating
Broker-Dealer (as defined)) who participates in the Exchange Offer will be
required to represent to the Companies, in writing (which may be contained in
the applicable letter of transmittal) that: (i) any Exchange Securities acquired
in exchange for Registrable Securities tendered are being acquired in the
ordinary course of business of the Person receiving such Exchange Securities,
whether or not such recipient is a Holder of Registrable Securities, (ii) at the
time of the commencement of the Exchange Offer, neither such Holder nor, to the
actual knowledge of such Holder, any other Person receiving Exchange Securities
from such Holder has an arrangement or understanding with any Person to
participate in the distribution of the Exchange Securities in violation of the
provisions of the 1933 Act, (iii) the Holder is not an affiliate of either of
the Companies, (iv) if such Holder is not a Participating Broker-Dealer, that it
has not engaged in, and does not intend to engage in, the distribution of
Exchange Securities, and (v) if such Holder is a Participating Broker-Dealer,
such Holder acquired the Registrable Securities as a result of market-making
activities or other trading activities and that it will comply with the
applicable provisions of the Securities Act with respect to resale of any
Exchange Securities.

         The Companies shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than (i) that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental
agency with respect to the Exchange Offer and no material adverse development
shall have occurred with respect to the Companies, (iii) all governmental
approvals shall have been obtained, which approvals the Companies deem necessary
for the consummation of the Exchange Offer, (iv) the conditions precedent to the
Companies' obligations under this Agreement shall have been fulfilled and (v)
such other conditions as shall be agreed upon by the Companies and the Placement
Agents. The Companies shall, if requested, inform the Placement Agents of the
names and addresses of the Holders to whom the Exchange Offer is made, and the
Placement Agents shall have the right, subject to applicable law, to contact
such Holders and otherwise facilitate the tender of Registrable Securities in
the Exchange Offer.

                  (b) In the event that (i) either of the Companies determine
that the Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be consummated as soon as practicable after the last
Exchange Date because it would violate applicable law or the applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any
other reason consummated by the 210th day after the Closing Date or (iii) if (A)
any Placement Agent holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment in
an initial distribution, or (B) any Holder is not entitled to participate in the
Exchange Offer, and any such Holder or Placement Agent so requests in writing on
or prior to the 60th day after the consummation of the Exchange Offer, the
Companies shall cause to be filed as soon as practicable after receipt of such
notice a Shelf Registration Statement providing for the sale by the Holders of
all of the Registrable Securities and shall use their commercially reasonable
efforts to have such Shelf Registration Statement declared effective by the SEC.
In the event the Companies are required to file a Shelf Registration Statement
solely as a result of the matters referred to in clause (iii) of the preceding
sentence, the Companies shall file and use their commercially reasonable efforts
to have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a)



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<PAGE>

with respect to all Registrable Securities and a Shelf Registration Statement
(which may be a combined Registration Statement with the Exchange Offer
Registration Statement) with respect to offers and sales of Registrable
Securities held by the Placement Agents or such other Holders after completion
of the Exchange Offer. The Companies agree to use their commercially reasonable
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) (or any successor rule
that permits the Registrable Securities to be eligible for resale without
registration and without being subject to volume restrictions, but not Rule
144A) with respect to the Registrable Securities or such shorter period that
will terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Companies further agree to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Companies for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use their best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable. The Companies
agree to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

                  (c) The Companies shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the registration of such Holder's Registrable Securities
pursuant to the Exchange Offer Registration Statement or the Shelf Registration
Statement.

                  (d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume. As provided for in
the Indenture, in the event the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective as set forth below, then, the
interest rate on the Securities will be increased (the "Additional Interest") as
follows:

                           (i) if (A) neither the Exchange Offer Registration
                  Statement nor a Shelf Registration Statement has been filed
                  with the SEC on or prior to the120th day after the Closing
                  Date or (B) the Companies are required to file a Shelf
                  Registration Statement pursuant to Section 2(b) (iii) hereof
                  and such Shelf Registration Statement is not filed on or prior
                  to the Filing Date applicable thereto then, commencing on the
                  day after either such 120th day in the case of clause (A) or
                  such Filing Date in the case of clause (B), Additional
                  Interest shall accrue on the principal amount of the
                  Registrable Securities at a rate of 0.25% per annum for the
                  first 90 days immediately following thereafter, and such
                  Additional



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                  Interest rate shall increase by an additional 0.25% per annum
                  at the beginning of each subsequent 90-day period; or

                           (ii) if (A) neither the Exchange Offer Registration
                  Statement nor a Shelf Registration Statement is declared
                  effective by the SEC on or prior to the 180th day after the
                  Closing Date or (B) the Companies are required to file a Shelf
                  Registration Statement pursuant to Section 2(b) (iii) hereof
                  and such Shelf Registration Statement is not declared
                  effective by the SEC on or prior to the 60th day following the
                  Filing Date applicable thereto then, commencing on the day
                  after either such 180th day in the case of Clause (A) or
                  Filing Date in the case of Clause (B), Additional Interest
                  shall accrue on the principal amount of the Registrable
                  Securities at a rate of 0.25% per annum for the first 90 days
                  immediately following thereafter, and such Additional Interest
                  rate shall increase by an additional 0.25% per annum at the
                  beginning of each subsequent 90-day period; or

                           (iii) subject to Sections 2(f) and 2(g) if (A) the
                  Companies have not exchanged Exchange Securities for all
                  Securities validly tendered in accordance with the terms of
                  the Exchange Offer on or prior to the 210th day after the
                  Closing Date or (B) if applicable, the Shelf Registration
                  Statement has been declared effective and such Shelf
                  Registration Statement ceases to be effective at any time
                  prior to the second anniversary of the Closing Date or, if
                  earlier, the date when all Securities have been disposed of
                  thereunder), then Additional Interest shall accrue on the
                  principal amount of the Registrable Securities at a rate of
                  0.25% per annum for the first 90 days commencing on (x) the
                  211th day after the Closing Date, in the case of (A) above, or
                  (y) the day such Shelf Registration Statement ceases to be
                  effective in the case of (B) above, and such Additional
                  Interest rate shall increase by an additional 0.25% per annum
                  at the beginning of each subsequent 90-day period (it being
                  understood and agreed that, notwithstanding any provision to
                  the contrary, so long as any Securities not registered under
                  an Exchange Offer Registration Statement are then covered by
                  an effective Shelf Registration, no Additional Interest shall
                  accrue on such Securities);

                  provided, however, that the Additional Interest rate on the
Securities may not exceed in the aggregate 1.0% per annum; provided further,
however, that in no event shall the Companies be obligated to pay Additional
Interest under more than one of the clauses in this Section 2(d) at any one
time); provided further, however, that (1) upon the filing of the Exchange Offer
Registration Statement or a Shelf Registration Statement (in the case of clause
(i)(A) above) or a Shelf Registration Statement (in the case of clause (ii)(B)
above), (2) upon the effectiveness of the Exchange Offer Registration or a Shelf
Registration Statement (in the case of clause (ii)(A) above) or a Shelf
Registration Statement (in the case of clause (i)(B) above), or (3) upon the
exchange of Exchange Securities for all Securities tendered (in the case of
clause (iii)(A) above), or upon the effectiveness of the Shelf Registration
Statement which had ceased to remain effective (in the case of clause (iii)(B)
above), Additional Interest on the Securities as a result of such clause (or the
relevant subclause thereof), as the case may be, shall cease to accrue.



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<PAGE>

                  (e) Without limiting the remedies available to the Placement
Agents and the Holders, the Companies acknowledge that any failure by either
Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Placement Agents or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Placement Agents or any Holder may obtain such relief
as may be required to specifically enforce either Company's obligations under
Section 2(a) and Section 2(b) hereof.

                  (f) No Holder of Registrable Securities may include any of its
Registrable Securities in any Shelf Registration unless and until such Holder
furnishes to the Companies, in writing within 30 days after receipt of a request
therefor, the information with respect to such Holder specified in Items 507 and
508 (as applicable) of Regulation S-K under the 1933 Act and any other
applicable rules, regulations or policies of the SEC for use in connection with
any Shelf Registration or Prospectus included therein, on a form to be provided
by the Companies. No Holder of Registrable Securities shall be entitled to
Additional Interest pursuant to Section 2(d) hereof unless and until such Holder
shall have provided all such information. Each selling Holder agrees to furnish
promptly to the Companies additional information to be disclosed so that the
information previously furnished to the Companies by such Holder does not
contain any 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.

                  (g) Additional Interest shall not accrue with respect to an
event listed in Sections 2(d)(i)(B), 2(d)(ii)(B) and 2(d)(iii)(B) hereof (each,
a "Registration Default") if (i) such Registration Default under Section
2(d)(iii)(B) hereof occurs because of the filing of a post-effective amendment
to such Registration Statement to incorporate annual audited financial
information with respect to the Companies where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use
the related Prospectus, (ii) such Registration Default occurs because of the
occurrence of other material events or developments with respect to the
Companies that would need to be described in such Registration Statement or the
related Prospectus, and the effectiveness of such Registration Statement is
reasonably required to be suspended while such Registration Statement and
related Prospectus are amended or supplemented to reflect such events or
developments, (iii) such Registration Default results from the suspension of the
effectiveness of such Registration Statement because of the existence of
material events or developments with respect to the Companies or any of their
affiliates, the disclosure of which the Companies determine in good faith would
have a material adverse effect on the business, operations or prospects of the
Companies, or (iv) such Registration Default results from the suspension of the
effectiveness of such Registration Statement because the Companies do not wish
to disclose publicly a pending material business transaction that has not yet
been publicly disclosed; provided, however, that if any such Registration
Default exists and continues on more than an aggregate of 60 days in any twelve
month period, Additional Interest shall accrue and be payable in accordance with
Section 2(d) hereof from the 61st day on which any such Registration Default
exists, and shall continue to accrue until the date on which such Registration
Default is cured.



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<PAGE>

                  3.       Registration Procedures.

                  In connection with the obligations of the Companies with
respect to the Registration Statements pursuant to Section 2(a) and Section 2(b)
hereof, the Companies shall:

                  (a) prepare and file with the SEC a Registration Statement on
         the appropriate form under the 1933 Act, which form (x) shall be
         selected by the Companies and (y) shall, in the case of a Shelf
         Registration, be available for the sale of the Registrable Securities
         by the selling Holders thereof and (z) shall comply as to form in all
         material respects with the requirements of the applicable form and
         include all financial statements required by the SEC to be filed
         therewith, and use its commercially reasonable efforts to cause such
         Registration Statement to become effective and remain effective in
         accordance with Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period and, except for such periods as to which Additional
         Interest does not accrue pursuant to Section 2(g) hereof, cause each
         Prospectus to be supplemented by any prospectus supplement required by
         applicable law and, as so supplemented, to be filed pursuant to Rule
         424 under the 1933 Act; to keep each Prospectus current during the
         period described under Section 4(3) and Rule 174 under the 1933 Act
         that is applicable to transactions by brokers or dealers with respect
         to the Registrable Securities or Exchange Securities;

                  (c) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, to counsel for the Placement Agents,
         to counsel for the Holders and to each Underwriter of an Underwritten
         Offering of Registrable Securities, if any, without charge, as many
         copies of each Prospectus, including each preliminary Prospectus, and
         any amendment or supplement thereto and such other documents as such
         Holder or Underwriter may reasonably request, in order to facilitate
         the public sale or other disposition of the Registrable Securities; and
         the Companies consent to the use of such Prospectus and any amendment
         or supplement thereto in accordance with applicable law by each of the
         selling Holders of Registrable Securities and any such Underwriters in
         connection with the offering and sale of the Registrable Securities
         covered by and in the manner described in such Prospectus or any
         amendment or supplement thereto in accordance with applicable law;

                  (d) use its commercially reasonable efforts to register or
         qualify the Registrable Securities under all applicable state
         securities or "blue sky" laws of such jurisdictions as any Holder of
         Registrable Securities covered by a Registration Statement shall
         reasonably request in writing by the time the applicable Registration
         Statement is declared effective by the SEC, to cooperate with such
         Holders in connection with any filings required to be made with the
         National Association of Securities Dealers, Inc. and do any and all
         other acts and things which may be reasonably necessary or advisable to
         enable such Holder to consummate the disposition in each such
         jurisdiction of such Registrable Securities owned by such Holder;
         provided, however, that the Companies shall not be required to (i)
         qualify as a foreign corporation or as a dealer in securities in



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<PAGE>

         any jurisdiction where it would not otherwise be required to qualify
         but for this Section 3(d), (ii) file any general consent to service of
         process or (iii) subject itself to taxation in any such jurisdiction if
         it is not so subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Securities, counsel for the Holders and counsel for the
         Placement Agents promptly and, if requested by any such Holder or
         counsel, confirm such advice in writing (i) when a Registration
         Statement has become effective and when any post-effective amendment
         thereto has been filed and becomes effective, (ii) of any request by
         the SEC or any state securities authority for amendments and
         supplements to a Registration Statement and Prospectus or for
         additional information after the Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Securities covered
         thereby, the representations and warranties of the Companies contained
         in any underwriting agreement, securities sales agreement or other
         similar agreement, if any, relating to the offering cease to be true
         and correct in all material respects or if the Companies receive any
         notification with respect to the suspension of the qualification of the
         Registrable Securities for sale in any jurisdiction or the initiation
         of any proceeding for such purpose, (v) of the happening of any event
         during the period a Shelf Registration Statement is effective which
         makes any statement made in such Registration Statement or the related
         Prospectus untrue in any material respect or which requires the making
         of any changes in such Registration Statement or Prospectus in order to
         make the statements therein not misleading and (vi) of any
         determination by either Company that a post-effective amendment to a
         Registration Statement would be appropriate except, in the case of
         clauses (iv), (v) and (vi), with respect to any event, development or
         transaction permitted to be kept confidential without the accrual of
         Additional Interest under Section 2(g) hereof, the Companies shall not
         be required to describe such event, development or transaction in the
         written notice provided;

                  (f) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement at
         the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendment thereto (without documents incorporated therein by reference
         or exhibits thereto, unless requested);

                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends and
         enable such Registrable Securities to be in such denominations
         (consistent with the provisions of the Indenture) and registered in
         such names as the selling Holders may reasonably request at least one
         business day prior to the closing of any sale of Registrable
         Securities;



                                       11

<PAGE>

                  (i) in the case of a Shelf Registration, upon the occurrence
         of any event contemplated by Section 3(e)(v) hereof, as promptly as
         practicable prepare and file with the SEC a supplement or
         post-effective amendment to a Registration Statement or the related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Registrable Securities, such Prospectus will not
         contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading; the Companies
         agree to notify the Holders to suspend use of the Prospectus as
         promptly as practicable after the occurrence of such an event, and the
         Holders hereby agree to suspend use of the Prospectus until the
         Companies have amended or supplemented the Prospectus to correct such
         misstatement or omission and expressly agree to maintain the
         information contained in such notice confidential (except that such
         information may be disclosed to its counsel) until it has been publicly
         disclosed by the Companies; notwithstanding the foregoing, the
         Companies shall not be required to amend or supplement a Registration
         Statement, any related Prospectus or any document incorporated or
         deemed to be incorporated therein by reference in the event that, and
         for a period not to exceed an aggregate of 60 days in any twelve month
         period if (i) an event occurs and is continuing as a result of which
         the Shelf Registration, any related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference, would,
         in the Companies' good faith judgment, contain an untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein not misleading (with respect to such a
         Prospectus only, in the light of the circumstances under which they
         were made), and (ii) (a) the Companies determine in their good faith
         judgment that the disclosure of such event at such time would have a
         material adverse effect on the business, operations or prospects of the
         Companies, or (b) the disclosure otherwise relates to a pending
         material business transaction that has not yet been publicly disclosed;

                  (j) a reasonable time prior to the filing of any Registration
         Statement, any Prospectus, any amendment to a Registration Statement or
         amendment or supplement to a Prospectus or any document which is to be
         incorporated by reference into a Registration Statement or a Prospectus
         after initial filing of a Registration Statement, provide copies of
         such document to the Placement Agents and their counsel (and, in the
         case of a Shelf Registration Statement, the Holders and their counsel)
         and make such of the representatives of the Companies as shall be
         reasonably requested by the Placement Agents or their counsel (and, in
         the case of a Shelf Registration Statement, the Holders or their
         counsel) available for discussion of such document, and shall not at
         any time file or make any amendment to the Registration Statement, any
         Prospectus or any amendment of or supplement to a Registration
         Statement or a Prospectus or any document which is to be incorporated
         by reference into a Registration Statement or a Prospectus, of which
         the Placement Agents and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) shall not have
         previously been advised and furnished a copy or to which the Placement
         Agents or their counsel (and, in the case of a Shelf Registration
         Statement, the Holders or their counsel) shall reasonably object on a
         timely basis, except for any Registration Statement or amendment
         thereto or related Prospectus or supplement thereto (a copy of which
         has been previously furnished as provided in the



                                       12

<PAGE>

         preceding sentence) which counsel to the Companies has advised the
         Companies in writing is required to be filed in order to comply with
         applicable law;

                  (k) obtain a CUSIP number for all Exchange Securities or
         Registrable Securities, as the case may be, not later than the
         effective date of a Registration Statement;

                  (l) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Securities or Registrable Securities, as
         the case may be, cooperate with the Trustee and the Holders to effect
         such changes to the Indenture as may be required for the Indenture to
         be so qualified in accordance with the terms of the TIA and execute,
         and use their commercially reasonable efforts to cause the Trustee to
         execute, all documents as may be required to effect such changes and
         all other forms and documents required to be filed with the SEC to
         enable the Indenture to be so qualified in a timely manner;

                  (m) in the case of a Shelf Registration, make available for
         inspection upon written request by a representative of the Holders of
         the Registrable Securities, any Underwriter participating in any
         disposition pursuant to such Shelf Registration Statement, and
         attorneys and accountants designated by the Holders, at reasonable
         times and in a reasonable manner, all pertinent financial and other
         records, pertinent documents and properties of either of the Companies
         as shall be reasonably necessary to enable them to exercise any
         applicable due diligence responsibilities, and cause the respective
         officers, directors and employees of the Companies to supply all
         information reasonably requested by any such representative,
         Underwriter, attorney or accountant in connection with their due
         diligence responsibilities under a Shelf Registration Statement
         provided, that each such representative, Underwriter, attorney or
         accountant shall agree in writing that it will keep such information
         confidential and that it will not disclose any of the information that
         the Companies determine, in good faith, to be confidential and notifies
         them in writing are confidential unless (i) the disclosure of such
         information is necessary to avoid or correct a material misstatement or
         material omission in such Registration Statement or Prospectus, (ii)
         the release of such information is ordered pursuant to a subpoena or
         other order from a court of competent jurisdiction, or (iii) such
         information has been made generally available to the public other than
         by any of such persons or their affiliates; provided, however, that
         prior notice shall be provided as soon as practicable to the Companies
         of the potential disclosure of any information by such person pursuant
         to clause (i) or (ii) of this sentence in order to permit the Companies
         to obtain a protective order (or waive the provisions of this paragraph
         (m);

                  (n) if reasonably requested by any Holder of Registrable
         Securities covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         the Companies have received notification of the matters to be
         incorporated in such filing;



                                       13

<PAGE>

                  (o) in the case of an Underwritten Offering pursuant to a
         Shelf Registration, enter into such customary agreements and take all
         such other actions in connection therewith (including those requested
         by the Holders of a majority of the Registrable Securities being sold)
         in order to expedite or facilitate the disposition of such Registrable
         Securities and in such connection, (i) to the extent possible, make
         such representations and warranties to the Holders and any Underwriters
         of such Registrable Securities with respect to the business of either
         of the Companies and their subsidiaries, the Registration Statement,
         Prospectus and documents incorporated by reference or deemed
         incorporated by reference, if any, in each case, in form, substance and
         scope as are customarily made by issuers to underwriters in
         underwritten offerings and confirm the same in writing if and when
         requested, (ii) obtain opinions of counsel to the Companies (which
         counsel and opinions, in form, scope and substance, shall be reasonably
         satisfactory to the Holders and such Underwriters and their respective
         counsel) addressed to each selling Holder and Underwriter of
         Registrable Securities, covering the matters customarily covered in
         opinions requested in underwritten offerings, (iii) obtain "cold
         comfort" letters from the independent certified public accountants of
         the Companies (and, if necessary, any other certified public accountant
         of any subsidiary of the Companies, or of any business acquired by
         either of the Companies for which financial statements and financial
         data are or are required to be included in the Registration Statement)
         addressed to each selling Holder and Underwriter of Registrable
         Securities, such letters to be in customary form and covering matters
         of the type customarily covered in "cold comfort" letters in connection
         with underwritten offerings, (iv) if an underwriting agreement is
         entered into, include in such underwriting agreement indemnification
         provisions and procedures no less favorable to the selling Holders and
         underwriters, if any, than those set forth in Section 5 hereof (or such
         other provisions and procedures acceptable to Holders of a majority in
         aggregate principal amount of Registrable Securities covered by such
         Registration Statement and the underwriters (if any), and (v) deliver
         such documents and certificates as may be reasonably requested by the
         Underwriters, and which are customarily delivered in underwritten
         offerings, to evidence the continued validity of the representations
         and warranties of the Companies made pursuant to clause (i) above and
         to evidence compliance with any customary conditions contained in an
         underwriting agreement; and

                  (p) in the case of a Shelf Registration pursuant to Section
         2(b)(iii)(A), cause to be delivered only one, if any, "cold comfort"
         letter with respect to the Prospectus in the form existing on the last
         Exchange Date and with respect to each subsequent amendment or
         supplement, if any, effected during the period ending on the 180th day
         following the last Exchange Date (as such period may be extended
         pursuant to the penultimate paragraph of Section 3 of this Agreement).

                  In the case of a Shelf Registration Statement, the Companies
may require each Holder of Registrable Securities to furnish to the Companies
such information regarding the Holder and the proposed distribution by such
Holder of such Registrable Securities as the Companies may from time to time
reasonably request in writing. The Companies may exclude from such registration
the Registrable Securities of any seller so long as such seller fails to furnish
such information within a reasonable time after receiving such request. Each
seller as to which any Shelf Registration is being effected agrees to furnish
promptly to the Companies all



                                       14

<PAGE>

information required to be disclosed in order to make the information previously
furnished to the Companies by such seller not materially misleading.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Companies of the happening of
any event of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Companies, such Holder will deliver to the Companies (at its
expense) all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. If the Companies shall give any
such notice to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Companies shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Companies agree that no suspension shall exist or
continue for more than an aggregate of 60 days in any twelve month period.

                  The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

                  4.       Participation of Broker-Dealers in Exchange Offer.

                  (a) The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.

                  The Companies understand that it is the Staff's position that
if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Securities for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.

                  (b) In light of the above, notwithstanding the other
provisions of this Agreement, the Companies agree that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Placement Agents or by



                                       15

<PAGE>

one or more Participating Broker-Dealers, in each case as provided in clause
(ii) below, in order to expedite or facilitate the disposition of any Exchange
Securities by Participating Broker-Dealers consistent with the positions of the
Staff recited in Section 4(a) above; provided that:

                  (i)  neither Company shall be required to amend or supplement
         the Prospectus contained in the Exchange Offer Registration Statement,
         as would otherwise be contemplated by Section 3(i), for a period
         exceeding 180 days after the last Exchange Date (as such period may be
         extended pursuant to the penultimate paragraph of Section 3 of this
         Agreement) and Participating Broker-Dealers shall not be authorized by
         the Companies to deliver and shall not deliver such Prospectus after
         such period in connection with the resales contemplated by this Section
         4; and

                  (ii) the application of the Shelf Registration procedures set
         forth in Section 3 of this Agreement to an Exchange Offer Registration,
         to the extent not required by the positions of the Staff of the SEC or
         the 1933 Act and the rules and regulations thereunder, will be in
         conformity with the reasonable request to the Companies by the
         Placement Agents or with the reasonable request in writing to the
         Companies by one or more broker-dealers who certify to the Placement
         Agents and the Companies in writing that they anticipate that they will
         be Participating Broker-Dealers; and provided further that, in
         connection with such application of the Shelf Registration procedures
         set forth in Section 3 to an Exchange Offer Registration, the Companies
         shall be obligated (x) to deal only with one entity representing the
         Participating Broker-Dealers, which shall be Morgan Stanley & Co.
         Incorporated unless it elects not to act as such representative and (y)
         to pay the fees and expenses of only one counsel representing the
         Participating Broker-Dealers, which shall be counsel to the Placement
         Agents unless such counsel elects not to so act.

                  (c) The Placement Agents shall have no liability to the
Companies or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

                  5.       Indemnification and Contribution.

                  (a) The Companies agree to indemnify and hold harmless the
Placement Agents, each Holder and each Person, if any, who controls any
Placement Agent or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Placement Agent or any Holder, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by the Placement Agent, any Holder or any
such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if either Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state



                                       16

<PAGE>

therein a material fact necessary to make the statements therein in light of the
circumstances under which they were made not misleading, except (i) insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to the Placement Agents or any Holder furnished to the
Companies in writing through Morgan Stanley & Co. Incorporated or any selling
Holder expressly for use therein or (ii) insofar as such losses, claims, damages
or liabilities were caused by an untrue statement or omission that was contained
or made in any preliminary or final Prospectus and corrected in the Prospectus
or any amendment or supplement to the Prospectus if (x) the Prospectus does not
contain any other untrue statement or omission of a material fact that was the
subject matter of the related proceeding, (y) any such losses, claims, damages
or liabilities resulted from an action, claim or suit by any Person who
purchased Registrable Securities or Exchange Securities which are the subject
thereof from the indemnified party (as defined) and (z) it is established in the
related proceeding that such indemnified party failed to deliver or provide a
copy of the Prospectus (as so amended or supplemented, if applicable) to such
Person with or prior to the confirmation of the sale of such Registrable
Securities or Exchange Securities to such Person if required by applicable law,
unless such failure to deliver or provide a copy of such Prospectus (as so
amended or supplemented, if applicable) was a result of non-compliance by the
Companies with Section 3 hereof. In connection with any Underwritten Offering
permitted by Section 3, the Companies will also indemnify the Underwriters, if
any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the 1933 Act and the 1934 Act)
to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

                  (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Companies, the Placement Agents and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls either Company, any
Placement Agent and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Companies to the Placement Agents and the
Holders, but only with reference to information relating to such Holder
furnished to the Companies in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the "indemnified party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the



                                       17

<PAGE>

indemnifying party and the indemnified party and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm engaged in accordance with clause (ii) of the preceding sentence (in
addition to any local counsel) for all indemnified parties, and that all such
fees and expenses shall be reimbursed as they are incurred upon written request
and presentation of invoices. In any other case involving the Placement Agents
and Persons who control the Placement Agents, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated. In any other case involving the
Holders and such Persons who control Holders, such firm shall be designated in
writing by the Majority Holders. In all other cases, such firm shall be
designated by the Companies. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement. Notwithstanding the immediately
preceding sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, an indemnifying party shall not be liable for any settlement of the
nature contemplated by this Section 5(c) effected without its consent if such
indemnifying party (i) reimburses such indemnified party in accordance with such
request to the extent that it in good faith considers such request to be
reasonable and (ii) provides written notice to the indemnified party
substantiating the unpaid balance as unreasonable, in each case prior to the
date of settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which such indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

                  (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Companies and the Holders shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Companies or by the Holders and the parties' relative intent,



                                       18

<PAGE>

knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered
pursuant to a Registration Statement.

                  (e) The Companies and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder 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 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Placement Agents, any Holder or any Person controlling any Placement
Agent or any Holder, or by or on behalf of the Companies, their officers or
directors or any Person controlling the Companies, (iii) acceptance of any of
the Exchange Securities and (iv) any sale of Registrable Securities pursuant to
a Shelf Registration Statement.

                  6.       Miscellaneous.

                  (a) No Inconsistent Agreements. Neither Company has entered
into, and on or after the date of this Agreement will not enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Companies' other issued and outstanding securities under any such
agreements.

                  (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Companies have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder. Notwithstanding







                                       19

<PAGE>

the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Securities being sold pursuant to such Registration Statement.

                  (c) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Companies by means of a notice given in accordance with the provisions of
this Section 6(c), which address initially is, with respect to the Placement
Agents, the address set forth in the Placement Agreement; and (ii) if to the
Companies, initially at the Companies' addresses set forth in the Placement
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

                  (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Placement Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The
Placement Agents (in their capacity as Placement Agents) shall have no liability
or obligation to the Companies with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.

                  (e) Purchases and Sales of Securities. During the period of
two years after the Closing Date, the Companies will not, and will not permit
any of their affiliates (as defined in Rule 144 under the Securities Act) to
resell any of the Securities which constitute "restricted securities" under Rule
144 that have been reacquired by any of them, unless such Securities are resold
in a transaction registered under the 1933 Act.



                                       20

<PAGE>

                  (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Companies, on the one
hand, and the Placement Agents, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (h) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) Governing Law. This Agreement shall be governed by the
laws of the State of New York.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.



                                       21

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                            RESOLUTION PERFORMANCE PRODUCTS LLC


                                            By  /s/ Marvin O. Schlanger
                                                ------------------------------
                                                  Name:  Marvin O. Schlanger
                                                  Title: Chairman

                                            RPP CAPITAL CORPORATION


                                            By  /s/ Marvin O. Schlanger
                                                ------------------------------
                                                  Name:  Marvin O. Schlanger
                                                  Title: Chairman

Confirmed and accepted as of
 the date first above written:

MORGAN STANLEY & CO. INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.

By: MORGAN STANLEY & CO. INCORPORATED



By  /s/ Bryan Andrzejewski
    -----------------------------
     Name:  Bryan Andrzejewski
     Title: Vice President