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                                                                     EXHIBIT 4.8

                                                                  Execution Copy


                          REGISTRATION RIGHTS AGREEMENT


                               Dated April 9, 2003


                                     between


                       RESOLUTION PERFORMANCE PRODUCTS LLC
                             RPP CAPITAL CORPORATION


                                       and


                        MORGAN STANLEY & CO. INCORPORATED
                         CITIGROUP CAPITAL MARKETS INC.
                         CREDIT SUISSE FIRST BOSTON LLC
                           J.P. MORGAN SECURITIES INC.

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                          REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of April 9, 2003, 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, CITIGROUP CAPITAL MARKETS
INC., CREDIT SUISSE FIRST BOSTON LLC, and J.P. MORGAN SECURITIES INC.
(collectively, the "Placement Agents").

          This Agreement is made pursuant to the Placement Agreement dated April
3, 2003, 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 $175,000,000 principal amount of the Companies' 9 1/2
% Senior Second Secured 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 April 9, 2003 among the Companies and Deutsche Bank Trust Company
     Americas, 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 Securities) shall not be counted in determining whether such
     consent or approval was given by the Holders of such required percentage or
     amount.

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          "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 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

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     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
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

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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.

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     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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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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          (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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          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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     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;

                                       12

<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

                                       13

<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;

                                       14

<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

                                       15

<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

                                       16

<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

                                       17

<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

                                       18

<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,

                                       19

<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

                                       20

<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.

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<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.

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<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
                                           -----------------------
                                           Title: Chairman

                                        RPP CAPITAL CORPORATION

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

Confirmed and accepted as of the date
 first above written:

MORGAN STANLEY & CO. INCORPORATED
CITIGROUP CAPITAL MARKETS INC.
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.

By: MORGAN STANLEY & CO. INCORPORATED

By /s/ Bryan W. Andrzejewski
   -------------------------
   Title: Executive Director

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