REGISTRATION RIGHTS AGREEMENT DATED MAY 22, 2003



 Exhibit 4.9 
  

REGISTRATION RIGHTS AGREEMENT 
  
 Dated May 22, 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. 







 REGISTRATION RIGHTS AGREEMENT 
  
 THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 22, 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 May 14, 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 $25,000,000 principal amount of the Companies’ 91⁄2 % 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. 







 “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;

  

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 (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 








 
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 








 (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 








 
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 








 
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 








 
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 








 
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 








 
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 








 
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 








 (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 








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

  

	RESOLUTION PERFORMANCE PRODUCTS LLC
		
	By	 	/S/    MARVIN SCHLANGER
	 	

	 	 	 Name:    Marvin O. Schlanger

	 	 	 Title:      Chairman and CEO



  

	RPP CAPITAL CORPORATION
		
	By	 	/S/    MARVIN SCHLANGER
	 	

	 	 	 Name:    Marvin O. Schlanger

	 	 	 Title:      Chairman and CEO



  
 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
	 	

	 	 	 Name:    Bryan W. Andrzejewski

	 	 	 Title:      Executive Director