Exhibit 4.6


 


NOVA
CHEMICALS CORPORATION


 


U.S.$
350,000,000 8.375% Senior Notes due 2016

U.S.$ 350,000,000 8.625% Senior Notes due 2019


 


REGISTRATION
RIGHTS AGREEMENT


 


New
York, New York

October 16, 2009


 


Barclays
Capital Inc.

HSBC Securities (USA) Inc.

RBC Capital Markets Corporation

TD Securities (USA) LLC


As
Representative of the Initial Purchasers

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019


 


Ladies
and Gentlemen:


 


NOVA Chemicals Corporation,
a corporation continued under the laws of the Province of New Brunswick, Canada
(the “Company”), proposes to issue and sell U.S.$350,000,000 in aggregate
principal amount of its 8.375% Senior Notes due 2016 (the “2016 Notes”) and
U.S.$350,000,000 in aggregate principal amount of its 8.625% Senior Notes due
2019 (the “2019 Notes” and, together
with the 2016 Notes, the “Notes”) to
certain purchasers (the “Initial Purchasers”), upon the terms set forth
in a Purchase Agreement, dated as of October 9, 2009, between the Company
and the Initial Purchasers (the “Purchase Agreement”), relating to the
initial placement of the Notes (the “Initial Placement”).  To induce the Initial Purchasers to enter
into the Purchase Agreement and to satisfy a condition of your obligations thereunder,
the Company agrees with you for your benefit and the benefit of the holders
from time to time of the Notes or Exchange Notes, if applicable (including the
Initial Purchasers) (each a “Holder” and, together, the “Holders”),
as follows:


 


1.             Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“Act” shall mean the Securities Act of
1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Additional Interest” shall have the
meaning set forth in Section 4.


 


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“Affiliate” of any specified Person
shall mean any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such specified Person.  For purposes of this definition, control of a
Person shall mean the power, direct or indirect, to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise;
and the terms “controlling” and “controlled” shall have meanings correlative to
the foregoing.


 


“Authorized Agent” shall have the
meaning set forth in Section 20 hereof.


 


“Broker-Dealer” shall mean any broker
or dealer registered as such under the Exchange Act.


 


“Business Day” shall mean any day
other than a Saturday, a Sunday or a legal holiday or a day on which banking
institutions or trust companies are authorized or obligated by law to close in
New York City.


 


“Commission” shall mean the Securities
and Exchange Commission.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.


 


“Exchange Notes” shall mean debt
securities of the Company identical in all material respects to the Notes
(except that the cash interest and interest rate step-up provisions and the
transfer restrictions shall be modified or eliminated, as appropriate) and to
be issued under the Indenture


 


“Exchange Offer Registration Period”
shall mean the one-year period following the consummation of the Registered
Exchange Offer, exclusive of any period during which any stop order shall be in
effect suspending the effectiveness of the Exchange Offer Registration
Statement.


 


“Exchange Offer Registration Statement”
shall mean a registration statement of the Company on an appropriate form under
the Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.


 


“Exchanging Dealer” shall mean any
Holder (which may include any Initial Purchaser) that is a Broker-Dealer and
elects to exchange for Exchange Notes any Notes that it acquired for its own
account as a result of market-making activities or other trading activities
(but not directly from the Company or any Affiliate of the Company) for
Exchange Notes.


 


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“Free Writing Prospectus”  shall mean each offer to sell or solicitation
of an offer to buy the Notes or the Exchange Notes that would constitute a “free
writing prospectus” (if the offering of the Notes or the Exchange Notes was
made pursuant to a registered offering under the Securities Act) as defined in Rule 405
under the Securities Act, prepared by or on behalf of the Company or used or
referred to by the Company in connection with the sale of the Notes or the
Exchange Notes.


 


“Holder” shall have the meaning set
forth in the preamble hereto.


 


“Indenture” shall mean the Indenture
relating to the Notes, dated as of October 16, 2009, between the
Company and U.S. Bank National Association, as trustee, as the same may be
amended from time to time in accordance with the terms thereof.


 


“Initial Placement” shall have the
meaning set forth in the preamble hereto.


 


“Initial Purchasers” shall have the
meaning set forth in the preamble hereto.


 


“Interest Payment Date” shall have the
meaning set forth in the Notes and the Exchange Notes.


 


“Losses” shall have the meaning set
forth in Section 7(d) hereof.


 


“Majority Holders” shall mean the
Holders of a majority of the aggregate principal amount of Notes to be
registered under a Registration Statement (or, after the consummation of any
Registered Exchange Offer in accordance with Section 2 hereof, of Exchange
Notes).


 


“Managing Underwriters” shall mean the
investment banker or investment bankers and manager or managers that shall
administer an underwritten offering.


 


“Notes” shall have the meaning set
forth in the preamble hereto.


 


“Prospectus” shall mean the prospectus
included in any Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
under the Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Notes or the
Exchange Notes covered by such Registration Statement, and all amendments and
supplements thereto and all material incorporated by reference therein.


 


“Purchase Agreement” shall have the
meaning set forth in the preamble hereto.


 


“Registered Exchange Offer” shall mean
the proposed offer of the Company to issue and deliver to the Holders of the Notes
that are not prohibited by any law or


 


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policy of the Commission from participating
in such offer, in exchange for the Notes, a like aggregate principal amount of
the Exchange Notes.


 


“Registration Default” shall have the
meaning set forth in Section 4(a) hereof.


 


“Registration Statement” shall mean
any Exchange Offer Registration Statement or Shelf Registration Statement that
covers any of the Notes or the Exchange Notes pursuant to the provisions of
this Agreement, any 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.


 


“Rule 144” shall mean Rule 144
promulgated under the Act.


 


“Shelf Registration” shall mean a
registration effected pursuant to Section 3 hereof.


 


“Shelf Registration Period” has the
meaning set forth in Section 3(b)(ii) hereof.


 


“Shelf Registration Statement” shall mean
a “shelf” registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Notes or Exchange Notes, as applicable,
on an appropriate form under Rule 415 under the Act, or any similar rule that
may be adopted by the Commission, 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.


 


“Transfer Restricted Securities” shall
mean each Note until the earliest to occur of (a) the date on which such
Note has been exchanged in the Registered Exchange Offer by a Person other than
a Broker-Dealer for an Exchange Note entitled to be resold to the public by the
Holder thereof without complying with the prospectus delivery requirements of
the Act, (b) following the exchange by a Broker-Dealer in the Registered
Exchange Offer of such Note for an Exchange Note, the date on which such
Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or
prior to the date of such sale a copy of the Prospectus contained in the
Exchange Offer Registration Statement, (c) the date on which such Note has
been effectively registered under the Act and disposed of in accordance with
the Shelf Registration Statement (and the purchaser thereof has been issued an
Exchange Note), or (d) the date on which such Note is distributed to the
public pursuant to Rule 144 and no longer bears a restricted legend and is
assigned an unrestricted CUSIP.


 


“Trust Indenture Act” shall mean the
Trust Indenture Act of 1939 (15 U.S.C. Section 7aaa-77bbbb) as in effect
on the date of the Indenture.


 


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“Trustee” shall mean the trustee from
time to time with respect to the Notes and the Exchange Notes under the Indenture.


 


“Underwriter” shall mean any
underwriter of Notes in connection with an offering thereof under a Shelf
Registration Statement.


 


2.             Registered Exchange Offer.  (a)  The Company shall prepare and, not
later than 90 days following the date of the original issuance of the Notes (or
if such 90th day is not a Business Day, the next succeeding Business Day),
shall file with the Commission the Exchange Offer Registration Statement with respect
to the Registered Exchange Offer.  The
Company shall use its commercially reasonable efforts to cause the Exchange
Offer Registration Statement to become effective under the Act within 180 days
of the date of the original issuance of the Notes (or if such 180th day is not
a Business Day, the next succeeding Business Day).


 


(b)           Upon the effectiveness of
the Exchange Offer Registration Statement, the Company shall promptly commence
the Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder electing to exchange Notes for Exchange
Notes (assuming that such Holder is not an Affiliate of the Company, acquires
the Exchange Notes in the ordinary course of such Holder’s business, has no
arrangements with any Person to participate in the distribution of the Exchange
Notes and is not prohibited by any law or policy of the Commission, or under
applicable Canadian securities laws, from participating in the Registered
Exchange Offer) to trade such Exchange Notes from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States, it being understood that, in order to
participate in the Registered Exchange Offer, Canadian-resident Holders will be
required to be eligible to participate in the Registered Exchange Offer
pursuant to applicable prospectus exemptions under Canadian provincial
securities laws that do not require the delivery of a specified form of
offering document.


 


(c)           In connection with the
Registered Exchange Offer, the Company shall:


 


(i)            mail to each Holder a copy of the Prospectus forming
part of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;


 


(ii)           keep the Registered Exchange Offer open for not less
than 20 Business Days and not more than 30 Business Days after the date notice
thereof is mailed to the Holders (or, in each case, longer if required by applicable
law);


 


(iii)          use its commercially reasonable efforts to keep the
Exchange Offer Registration Statement continuously effective under the Act,
supplemented and amended as required under the Act, to ensure that it is
available for sales of Exchange Notes by Exchanging Dealers during the Exchange
Offer Registration Period;


 


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(iv)          utilize the services of a depositary for the
Registered Exchange Offer with an address in the Borough of Manhattan in New
York City, which may be the Trustee, the Exchange Notes Trustee or an Affiliate
of either of them;


 


(v)           permit Holders to withdraw tendered Notes at any
time prior to the close of business, New York time, on the last Business Day on
which the Registered Exchange Offer is open;


 


(vi)          prior to effectiveness of the Exchange Offer
Registration Statement, provide a supplemental letter to the Commission (A) stating
that the Company is conducting the Registered Exchange Offer in reliance on the
position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991); and (B) including a representation that the
Company has not entered into any arrangement or understanding with any Person
to distribute the Exchange Notes to be received in the Registered Exchange
Offer and that, to the best of the Company’s information and belief, each
Holder participating in the Registered Exchange Offer is acquiring the Exchange
Notes in the ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the
Exchange Notes; and


 


(vii)         comply in all material respects with all applicable
laws relating to the Registered Exchange Offer.


 


(d)           As soon as practicable after
the close of the Registered Exchange Offer, the Company shall:


 


(i)            accept for exchange all Notes tendered and not
validly withdrawn pursuant to the Registered Exchange Offer, subject to the
availability of prospectus exemptions under applicable Canadian provincial
securities laws in the case of Canadian-resident Holders;


 


(ii)           deliver to the Trustee for cancellation in
accordance with Section 5(s) all Notes so accepted for exchange; and


 


(iii)          cause the Trustee or the Exchange Notes Trustee, as
the case may be, promptly to authenticate and deliver to each Holder of Notes a
principal amount of Exchange Notes equal to the principal amount of the Notes
of such Holder so accepted for exchange.


 


(e)           Each Holder hereby
acknowledges and agrees that any Broker-Dealer and any such Holder using the
Registered Exchange Offer to participate in a distribution of the Exchange
Notes, if the resales are of Exchange Notes obtained by such Holder in exchange
for Notes acquired by such Holder directly from the Company or one of its
Affiliates, (x) could not under Commission policy as in effect on the date
of this Agreement


 


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rely on the position of the
Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13,
1988), as interpreted in the Commission’s letter to Shearman &
Sterling dated July 2, 1993 and similar no-action letters; and (y) must
comply with the registration and prospectus delivery requirements of the Act in
connection with any secondary resale transaction and such transaction must be
covered by an effective registration statement containing the selling security
holder information required by Item 507 or 508, as applicable, of Regulation
S-K under the Act.  Accordingly, each
Holder participating in the Registered Exchange Offer shall be required in
writing to represent to the Company that, at the time of the consummation of
the Registered Exchange Offer:


 


(i)            any Exchange Notes received by such Holder will be
acquired in the ordinary course of business;


 


(ii)           such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Notes
or the Exchange Notes within the meaning of the Act;


 


(iii)          such Holder is not an Affiliate of the Company (or
if it is, that it will comply with the registration and prospectus delivery
requirements of the Act to the extent applicable); and


 


(iv)          if such Holder is a Canadian resident, that such
Holder is eligible to acquire the Exchange Notes pursuant to an available
exemption from the prospectus requirements of the securities laws of such
Holder’s province of residence.


 


(f)            If any Initial Purchaser
determines that it is not eligible to participate in the Registered Exchange
Offer with respect to the exchange of Notes constituting any portion of an
unsold allotment, at the request of such Initial Purchaser, the Company shall
issue and deliver to such Initial Purchaser or the Person purchasing Exchange
Notes registered under a Shelf Registration Statement as contemplated by Section 3
hereof from such Initial Purchaser, in exchange for such Notes, a like
principal amount of Exchange Notes.  The
Company shall use its commercially reasonable efforts to cause the CUSIP Service
Bureau to issue the same CUSIP number for such Exchange Notes as for Exchange
Notes issued pursuant to the Registered Exchange Offer.


 


3.             Shelf Registration.  (a)  If (i) due to any change in
law or applicable interpretations thereof by the Commission’s staff, the
Company determines upon advice of its outside counsel that it is not permitted
to effect the Registered Exchange Offer as contemplated by Section 2
hereof; (ii) for any other reason the Exchange Offer Registration Statement
is not declared effective by the Commission under the Act within 180 days of
the date of the original issuance of the Notes or the Registered Exchange Offer
is not consummated within 30 Business Days of the date of the effectiveness of
the Exchange Offer Registration Statement; (iii) any Initial Purchaser so
requests with respect to Notes that are not eligible to be exchanged for
Exchange Notes in the Registered Exchange Offer and that


 


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are held by it following
consummation of the Registered Exchange Offer; (iv) any Holder (other than
an Initial Purchaser) is not eligible to participate in the Registered Exchange
Offer or does not receive Exchange Notes which are tradable from and after
their receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial portion of the
several states of the United States (for the purposes of this Section 3, “freely
tradable” Exchange Notes) in the Registered Exchange Offer, other than by
reason of such Holder being an Affiliate of the Company (it being understood
that the requirement that a participating Broker-Dealer deliver the prospectus
contained in the Exchange Offer Registration Statement in connection with sales
of Exchange Notes shall not result in such Exchange Notes being not “freely
tradable”); or (v) in the case of any Initial Purchaser that participates
in the Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(f) hereof,
such Initial Purchaser does not receive freely tradeable Exchange Notes in exchange
for Notes constituting any portion of an unsold allotment, other than by reason
of such Holder being an Affiliate of the Company (it being understood that (x) the
requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in connection
with sales of Exchange Notes acquired in exchange for such Notes shall not result
in such Exchange Notes being not “freely tradeable”; and (y) the requirement
that an Exchanging Dealer deliver a Prospectus in connection with sales of
Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes
acquired as a result of market-making activities or other trading activities
shall not result in such Exchange Notes being not “freely tradeable”), the Company
shall effect a Shelf Registration Statement in accordance with subsection (b) below.


 


(b)           (i) The Company shall
as promptly as practicable (but in no event more than 90 days after so required
or requested pursuant to this Section 3), file with the Commission and
thereafter shall use its commercially reasonable efforts to cause to be
declared effective under the Act a Shelf Registration Statement relating to the
offer and sale of the Notes or the Exchange Notes, as applicable, by the
Holders thereof from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration
Statement; provided, however, that no Holder (other
than an Initial Purchaser) shall be entitled to have the Notes held by it
covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder; and provided further, that with
respect to Exchange Notes received by an Initial Purchaser in exchange for
Notes constituting any portion of an unsold allotment, the Company may, if
permitted by current interpretations by the Commission’s staff, file a
post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of their obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.


 


(ii)           The Company shall use its
commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required


 


8














 


by the Act, in order to
permit the Prospectus forming part thereof to be usable by Holders for a period
of two years from the date the Shelf Registration Statement is declared
effective by the Commission or such shorter period that will terminate when all
the Notes or Exchange Notes, as applicable, covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (in any
such case, such period being called the “Shelf Registration Period”).  The Company shall be deemed not to have used
its commercially reasonable efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any action that
would result in Holders of Notes covered thereby not being able to offer and
sell such Notes during that period, unless (A) such action is required by
applicable law; or (B) such action is taken by the Company in good faith
and for valid business reasons (not including avoidance of the Company’s
obligations hereunder), including the acquisition or divestiture of assets (to
the extent permitted by the terms of the Indenture), so long as the Company promptly
thereafter complies with the requirements of Section 5(k) hereof, if
applicable.


 


(iii)          The Company shall cause the Shelf Registration Statement
and the related Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such amendment or supplement,
(A) to comply in all material respects with the applicable requirements
of  the Act; and (B) not to contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


4.             Additional Interest.  If (a) on or prior to the 90th day following the original issue date of the
Notes, the Exchange Offer Registration Statement has not been filed with the
Commission or on or prior to the 90th day after the
obligation to file the Shelf Registration Statement has arisen, the Shelf
Registration Statement has not been filed with the Commission, (b) on or
prior to the 180th day following the original issue date of the
Notes, the Exchange Offer Registration Statement has not been declared
effective by the Commission, (c) on or prior to the 30th Business Day following the date the Exchange
Offer Registration Statement is declared effective, the Registered Exchange
Offer has not been consummated, or (d) after either the Exchange Offer Registration
Statement or the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable in
connection with resales of Notes or Exchange Notes in accordance with and during
the periods specified in this Agreement without being succeeded immediately by
a successor Registration Statement or a post-effective amendment to such
Registration Statement that cures such failure and that is itself immediately
declared effective (each such event referred to in clauses (a) through
(d), a (“Registration Default”), interest (“Additional Interest”)
will accrue on the principal amount of the Notes and the Exchange Notes (in
addition to the stated interest on the Notes and Exchange Notes) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.  Additional Interest will accrue at a rate of
0.25% per annum during the 90-day period immediately
following the occurrence of such Registration Default and shall increase by
0.25% per annum at the end of each subsequent 90-day period,
but in no event


 


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shall such rate exceed 1.00% per annum.  All accrued Additional Interest shall be paid
by the Company (or the Company will cause the Paying Agent (as set forth in the
Indenture) to make such payment on its behalf) to the Holders entitled thereto,
in the manner provided for the payment of interest in the Indenture, on each
Interest Payment Date, as more fully set forth in the Indenture, the Notes and
the Exchange Notes.


 


All obligations of the Company set forth in the
preceding paragraph that are outstanding with respect to any Notes at the time
such Notes are exchanged for an Exchange Note shall survive until such time as
all such obligations with respect to such Notes have been satisfied in full.


 


5.             Additional Registration
Procedures.  In
connection with any Shelf Registration Statement and, to the extent applicable,
any Exchange Offer Registration Statement, the following provisions shall
apply.


 


(a)           The Company shall:


 


(i)            furnish to you,
not less than five (5) Business Days prior to the filing thereof with the
Commission, a copy of any Exchange Offer Registration Statement and any Shelf
Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein (including, upon request,
all documents incorporated by reference therein after the initial filing) and
shall use its commercially reasonable efforts to reflect in each such document,
when so filed with the Commission, such comments as you reasonably propose
within five (5) Business Days after the receipt thereof;


 


(ii)           include the
information set forth in Annex A hereto on the facing page of the
Exchange Offer Registration Statement, in Annex B hereto in the forepart
of the Exchange Offer Registration Statement in a section setting forth details
of the Exchange Offer, in Annex C hereto in the underwriting or plan of
distribution section of the Prospectus contained in the Exchange Offer
Registration Statement, and in Annex D hereto in the letter of transmittal
delivered pursuant to the Registered Exchange Offer;


 


(iii)          if requested by
an Initial Purchaser, include the information required by Item 507 or 508 of
Regulation S-K, as applicable, in the Prospectus contained in the Exchange
Offer Registration Statement; and


 


(iv)          in the case of
a Shelf Registration Statement, include the names of the Holders that propose
to sell Notes pursuant to the Shelf Registration Statement as selling security
holders.


 


(b)           The Company shall ensure
that:


 


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(i)            any
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any amendment or supplement thereto complies in all material
respects with the Act and the rules and regulations thereunder; and


 


(ii)           any
Registration Statement and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.


 


(c)           The Company shall advise
you, the Holders of Notes covered by any Shelf Registration Statement and any
Exchanging Dealer under any Exchange Offer Registration Statement that has
provided in writing to the Company a telephone or facsimile number and address
for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice pursuant to clauses (ii) through
(v) hereof shall be accompanied by an instruction to suspend the use of
the Prospectus until the Company shall have remedied the basis for such suspension):


 


(i)            when the
Registration Statement and any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;


 


(ii)           of any request
by the Commission for any amendment or supplement to the Registration Statement
or the Prospectus or for additional information;


 


(iii)          of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose;


 


(iv)          of the receipt
by the Company of any notification with respect to the suspension of the
qualification of the securities included therein for sale in any jurisdiction
or the initiation of any proceeding for such purpose; and


 


(v)           of the
happening of any event that requires any change in the Registration Statement
or the Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not
misleading.


 


(d)           The Company shall use its
commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of any Registration Statement or the qualification
of the securities therein for sale in any jurisdiction at the earliest possible
time.


 


(e)           The Company shall furnish to
each Holder of Notes covered by any Shelf Registration Statement, without
charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including all material incorporated


 


11

















 


therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).


 


(f)            The Company shall, during
the Shelf Registration Period, deliver to each Holder of Notes covered by any
Shelf Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request.  The Company consents to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of securities in connection with the offering and sale of the
securities covered by the Prospectus, or any amendment or supplement thereto, included
in the Shelf Registration Statement.


 


(g)           The Company shall furnish to
each Exchanging Dealer which so requests, without charge, at least one copy of
the Exchange Offer Registration Statement and any post-effective amendment
thereto, including all material incorporated by reference therein, and, if the
Exchanging Dealer so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).


 


(h)           The Company shall promptly
deliver to each Initial Purchaser, each Exchanging Dealer and each other Person
required to deliver a Prospectus during the Exchange Offer Registration Period,
without charge, as many copies of the Prospectus included in such Exchange
Offer Registration Statement and any amendment or supplement thereto as any
such Person may reasonably request.  The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Notes covered by
the Prospectus, or any amendment or supplement thereto, included in the
Exchange Offer Registration Statement.


 


(i)            Prior to the Registered
Exchange Offer or any other offering of Notes or Exchange Notes pursuant to any
Registration Statement, the Company shall arrange, if necessary, for the
qualification of the Notes or the Exchange Notes for sale under the laws of
such jurisdictions as any Holder shall reasonably request and will maintain
such qualification in effect so long as required; provided
that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where they are not then so qualified or to take any action
that would subject them to service of process in suits, other than suits
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where they are not then so subject.


 


(j)            The Company shall cooperate
with the Holders of Notes to facilitate the timely preparation and delivery of
certificates representing Exchange Notes or Notes to be issued or sold pursuant
to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request.


 


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(k)           (i) Upon the occurrence
of any event contemplated by subsections (c)(ii) through (v) above
during the period of time in which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to initial purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of
days from and including the date of the giving of a notice of suspension
pursuant to Section 5(c) to and including the date when the Initial
Purchasers, the Holders of the Notes and any known Exchanging Dealer shall have
received such amended or supplemented Prospectus pursuant to this Section.


 


(ii)           Upon the occurrence or existence of any pending
corporate development or any other material event that, in the reasonable
judgment of the Company, makes it appropriate to suspend the availability of a
Shelf Registration Statement and the related Prospectus, the Company shall give
written notice (without notice of the nature or details of such events) to the
Holders that the availability of the Shelf Registration Statement is suspended
and, upon actual receipt of any such written notice, each Holder agrees not to
sell any Notes pursuant to the Shelf Registration Statement until such Holder’s
receipt of copies of the supplemented or amended Prospectus provided for in Section 5(k)(i) hereof,
or until it is advised in writing by the Company that the Prospectus may be
used, and has received copies of any additional or supplemental filings that
are incorporated or deemed incorporated by reference in such Prospectus.  The Company may give any such written notice
only twice during any 365-day period and any such suspensions shall not exceed
60 days for each suspension and there shall not be more than two suspensions in
effect during any 365-day period.


 


(l)            Not later than the effective
date of any Registration Statement, the Company shall provide a CUSIP number
for the Notes or the Exchange Notes, as the case may be, registered under such
Registration Statement and provide the Trustee or the Exchange Notes Trustee,
as the case may be, with printed certificates for such Notes or Exchange Notes,
in a form eligible for deposit with The Depository Trust Company.


 


(m)          The Company shall comply
with all applicable rules and regulations of the Commission and shall make
generally available to its security holders as soon as practicable after the
effective date of the applicable Registration Statement an earnings statement
satisfying the provisions of Section 11(a) of the Act.


 


(n)           The Company shall cause the
Indenture to be qualified under the Trust Indenture Act in a timely manner.


 


13

















 


(o)           The Company may require each
Holder of Notes or Exchange Notes to be sold pursuant to any Shelf Registration
Statement to furnish to the Company such information regarding the Holder and
the distribution of such Notes or Exchange Notes as the Company may from time
to time reasonably require for inclusion in such Registration Statement.  The Company may exclude from such Shelf
Registration Statement the Notes or Exchange Notes of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.


 


(p)           In the case of any Shelf
Registration Statement, the Company shall enter into such agreements and take
all other appropriate actions (including, if requested, an underwriting
agreement in customary form) in order to expedite or facilitate the
registration or the disposition of the Notes or Exchange Notes, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures
acceptable to the Majority Holders and the Managing Underwriters, if any), with
respect to all parties to be indemnified pursuant to Section 7.


 


(q)           In the case of any Shelf
Registration Statement, the Company shall:


 


(i)            Upon written
request and reasonable notice, make reasonably available for inspection by the
Holders of Notes or Exchange Notes to be registered thereunder, any Underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by the Holders or any such
Underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries; provided, however, that any information that is designated
in writing by the Company, in good faith, as confidential at the time of
delivery of such information shall be kept confidential by the Holders or any
such Underwriter, attorney, accountant or agent, unless such disclosure is made
in connection with a court proceeding or required by law, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality;


 


(ii)           Upon written
request and reasonable notice, cause the Company’s officers, directors and
employees to supply all relevant information reasonably requested by the
Holders or any Underwriter, attorney, accountant or agent in connection with
any such Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information that is designated in
writing by the Company, in good faith, as confidential at the time of delivery
of such information shall be kept confidential by the Holders or any such
Underwriter, attorney, accountant or agent, unless such disclosure is made in
connection with a court proceeding or required by law, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality;


 


14

















 


(iii)          make such
representations and warranties to the Holders of Notes or Exchange Notes
registered thereunder and the Underwriters, if any, in form, substance and
scope as are customarily made by issuers to Underwriters in primary
underwritten offerings and covering matters including, but not limited to,
those set forth in the Purchase Agreement;


 


(iv)          obtain opinions
of counsel to the Company and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the Managing
Underwriters, if any), addressed to each selling Holder and the Underwriters,
if any, covering such matters as are customarily covered in opinions requested
in underwritten offerings and such other matters as may be reasonably requested
by such Holders and Underwriters, if any;


 


(v)           obtain “cold
comfort” letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each
selling Holder of Notes or Exchange Notes registered thereunder and the
Underwriters, if any, in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with primary underwritten
offerings; and


 


(vi)          deliver such
documents and certificates as may be reasonably requested by the Majority
Holders and the Managing Underwriters, if any, including those to evidence
compliance with Section 5(k) and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company.


 


The actions set forth in clauses (iii),
(iv), (v) and (vi) of this Section shall be performed at (A) the
effectiveness of such Registration Statement and each post-effective amendment
thereto; and (B) each closing under any underwriting or similar agreement
as and to the extent required thereunder.


 


(r)            In the case of any Exchange
Offer Registration Statement, the Company shall, if requested by an Initial
Purchaser or any Exchanging Dealer:


 


(i)            make reasonably
available for inspection by such Initial Purchaser, and any attorney,
accountant or other agent retained by such Initial Purchaser, all relevant
financial and other records, pertinent corporate documents and properties of
the Company and its subsidiaries;


 


(ii)           cause the
Company’s officers, directors and employees to supply all relevant information
reasonably requested by such Initial Purchaser or any such attorney, accountant
or agent in connection with any such Registration Statement as is customary for
similar due diligence examinations; provided, however,
that any information that is designated in writing by the Company, in good
faith, as


 


15

















 


confidential
at the time of delivery of such information shall be kept confidential by such
Initial Purchaser or any such attorney, accountant or agent, unless such
disclosure is made in connection with a court proceeding or required by law, or
such information becomes available to the public generally or through a third
party without an accompanying obligation of confidentiality;


 


(iii)          make such
representations and warranties to such Initial Purchaser, in form, substance
and scope as are customarily made by issuers to Underwriters in primary
underwritten offerings and covering matters including, but not limited to,
those set forth in the Purchase Agreement;


 


(iv)          obtain opinions
of counsel to the Company and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to such Initial
Purchaser and its counsel), addressed to such Initial Purchaser, covering such
matters as are customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by such Initial Purchaser
or its counsel;


 


(v)           obtain “cold
comfort” letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to such
Initial Purchaser, in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with primary
underwritten offerings, or if requested by such Initial Purchaser or its
counsel in lieu of a “cold comfort” letter, an agreed-upon procedures letter
under Statement on Auditing Standards No. 35, covering matters requested
by such Initial Purchaser or its counsel; and


 


(vi)          deliver such
documents and certificates as may be reasonably requested by such Initial
Purchaser or its counsel, including those to evidence compliance with Section 5(k) and
with conditions customarily contained in underwriting agreements.


 


The foregoing actions set forth in
clauses (iii), (iv), (v), and (vi) of this Section shall be performed
at the close of the Registered Exchange Offer and the effective date of any
post-effective amendment to the Exchange Offer Registration Statement.


 


(s)           If a Registered Exchange
Offer is to be consummated, upon delivery of the Notes by Holders to the
Company (or to such other Person as directed by the Company) in exchange for
the Exchange Notes, the Company shall mark, or cause to be marked, on the Notes
so exchanged that such Notes are being canceled in exchange for the Exchange
Notes.  In no event shall the Notes be
marked as paid or otherwise satisfied.


 


(t)            The Company will use its
commercially reasonable efforts (i) if the Notes have been rated prior to
the initial sale of such Notes, to confirm such ratings will apply


 


16

















 


to the Notes or the Exchange Notes, as the
case may be, covered by a Registration Statement; or (ii) if the Notes
were not previously rated, to cause the Notes covered by a Registration
Statement to be rated with at least one nationally recognized statistical
rating agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.


 


(u)           In the event that any
Broker-Dealer shall underwrite any Notes or participate as a member of an
underwriting syndicate or selling group or “assist in the distribution” (within
the meaning of the Rules of Fair Practice and the By-Laws of the Financial
Industry Regulatory Authority) thereof, whether as a Holder of such Notes or as
an Underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company shall assist such Broker-Dealer in complying
with the requirements of such Rules and By-Laws, including, without
limitation, by:


 


(i)            if such Rules or
By-Laws shall so require, engaging a “qualified independent underwriter” (as
defined in such Rules) to participate in the preparation of the Registration
Statement, to exercise usual standards of due diligence with respect thereto
and, if any portion of the offering contemplated by such Registration Statement
is an underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Notes;


 


(ii)           indemnifying
any such qualified independent underwriter to the extent of the indemnification
of Underwriters provided in Section 7 hereof; and


 


(iii)          providing such
information to such Broker-Dealer as may be required in order for such
Broker-Dealer to comply with the requirements of such Rules.


 


(v)           The Company shall use its
commercially reasonable efforts to take all other steps necessary to effect the
registration of the Notes or the Exchange Notes, as the case may be, covered by
a Registration Statement.


 


6.             Registration Expenses.  The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3
and 5 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration Statement,
will reimburse the Initial Purchasers for the reasonable fees and disbursements
of counsel acting in connection therewith.


 


7.             Indemnification and
Contribution.  (a) 
The Company agrees to indemnify and hold harmless each Holder of Notes or
Exchange Notes, as the case may be, covered by any Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 5(h) hereof, each Exchanging Dealer), the
directors, officers, employees and agents of each such Holder and each Person
who controls any such Holder within the meaning of either the Act or the
Exchange Act against any and all 


 


17

















 


losses, claims, damages, or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement as originally filed or in any amendment thereof, or in
any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, Free Writing Prospectus or any “issuer information” (as
defined in Rule 433 of the Securities Act) filed or required to be filed
pursuant to Rule 433(d) under the Securities Act (or any amendment or
supplement thereto), or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in
any case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any such
Holder specifically for inclusion therein; provided, further,
that with respect to any preliminary Prospectus of a Shelf Registration
Statement, the indemnity contained in this Section 7(a) shall not
inure to the benefit of a Holder from whom the Person asserting any such
losses, claims, damages or liabilities purchased the securities concerned, to
the extent that a Prospectus relating to such securities was required to be
delivered by such Holder under the Act 
in connection with such purchase, the Company delivered such Prospectus
to such Holder sufficiently in advance of the written confirmation of the sale
of the securities and in sufficient quantity and any such losses, claims,
damages or liabilities result from the fact that a copy of such Prospectus was
not delivered to such person at or prior to the written confirmation of the
sale of the securities to such person. 
This indemnity agreement will be in addition to any liability which the
Company may otherwise have.


 


The Company also agrees to indemnify or contribute
as provided in Section 7(d) to Losses of any Underwriter of any Notes
or Exchange Notes, as the case may be, registered under a Shelf Registration
Statement, their directors, officers, employees or agents and each Person who
controls such Underwriter (within the meaning of the Act or the Exchange Act)
on substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 7(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 5(p) hereof.


 


(b)           Each Holder of securities
covered by a Registration Statement (including each Initial Purchaser and, with
respect to any Prospectus delivery as contemplated in Section 5(h) hereof,
each Exchanging Dealer) severally and not jointly agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who sign such
Registration Statement and each Person who controls the Company within the
meaning of


 


18














 


either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to each such Holder,
but only with reference to written information relating to such Holder furnished
to the Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity.  This indemnity agreement will be in addition
to any liability which any such Holder may otherwise have.


 


(c)           Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above.  The indemnifying party shall be entitled to
appoint counsel of the indemnifying party’s choice at the indemnifying party’s
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. 
Notwithstanding the indemnifying party’s election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a conflict
of interest; (ii) the actual or potential defendants in, or targets of,
any such action include both the indemnified party and the indemnifying party
and the indemnified party (upon advice of counsel) shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available
to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party.  An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.


 


(d)           In the event that the indemnity provided in
paragraph (a) or (b) of this Section is unavailable to or
insufficient to hold harmless an indemnified party for any reason, then each
applicable indemnifying party shall have a joint and several obligation to
contribute 


 


19

















 


to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively “Losses”)
to which such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall
any Initial Purchaser or any subsequent Holder of any Notes or Exchange Notes
be responsible, in the aggregate, for any amount in excess of the purchase
discount or commission applicable to such Notes, or in the case of Exchange
Notes, applicable to the Notes that were exchangeable into such Exchange Notes,
nor shall any Underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such Underwriter under the Registration Statement which resulted in such
Losses.  If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the
Initial Placement (before deducting expenses) and (y) the total amount of
additional interest which the Company was not required to pay as a result of
registering the securities covered by the Registration Statement which resulted
in such Losses.  Benefits received by the
Initial Purchasers shall be deemed to be equal to the total purchase discounts
and commissions, and benefits received by any other Holders shall be deemed to
be equal to the proceeds received from the sale of the Notes or Exchange Notes,
as applicable. Benefits received by any Underwriter shall be deemed to be equal
to the total underwriting discounts and commissions, as set forth on the cover page of
the Prospectus forming a part of the Registration Statement which resulted in
such Losses.  Relative fault shall be determined
by reference to, among other things, whether any alleged untrue statement or
omission relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. 
The parties agree that it would not be just and equitable if contribution
were determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or any other method of allocation which does not take
account of the equitable considerations referred to above.  Notwithstanding the provisions of this
paragraph (d), no Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).


 


20

















 


(e)           The provisions of this Section will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Company or any of the officers, directors or controlling Persons
referred to in this Section hereof, and will survive the sale by a Holder
of securities covered by a Registration Statement.


 


8.             Underwritten Registrations.  (a)  If any of the Notes or Exchange
Notes, as the case may be, covered by any Shelf Registration Statement are to
be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders; provided, however,
that such Managing Underwriters shall be reasonably satisfactory to the
Company.


 


(b)           No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees
to sell such Person’s Notes or Exchange Notes, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.


 


9.             Rule 144A and Rule 144.   The Company agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding and during any
period in which the Company (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder
or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A under the
Act, and (ii) is subject to Section 13 or 15(d) of the Exchange
Act, to make all filings required thereby in a timely manner in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144.


 


10.           Free Writing Prospectus.   The Company represents, warrants and
covenants that it (including its agents and representatives) will not prepare,
make, use, authorize, approve or refer to any “written communication” (as
defined in Rule 405 under the Act) in connection with the issuance and
sale of the Notes and the Exchange Notes, other than (i) any communication
pursuant to Rule 134, Rule 135 or Rule 135c under the Securities
Act, (ii) any document constituting an offer to sell or solicitation of an
offer to buy the Notes or the Exchange Notes that falls within the exception
from the definition of prospectus in Section 2(a)(10)(a) of the
Securities Act, or (iii) a prospectus satisfying the requirements of
section 10(a) of the Securities Act or of Rule 430, Rule 430A, Rule 430B,
Rule 430C or Rule 431 under the Act.


 


11.           No Inconsistent Agreements.  The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions
hereof.


 


21

















 


12.           Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given with respect to Holders of either the 2016 Notes or the 2019
Notes, as applicable, unless the Company has obtained the written consent of
the Holders of a majority of the aggregate principal amount of the 2016 Notes
or the 2019 Notes, as applicable, to be registered under a Registration Statement
(or, after the consummation of any Registered Exchange Offer in accordance with
Section 2 hereof, of Exchange Notes with respect to such 2016 Notes or
2019 Notes, as applicable); provided that,
with respect to any matter that directly or indirectly affects the rights of
any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective.  Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Notes or Exchange Notes, as
the case may be, are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders may be given
by the Holders representing a majority of the aggregate principal amount of the
Notes or the Exchange Notes, as the case may be, being sold rather than
registered under such Registration Statement, voting together as a single class.


 


13.           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail, telex, telecopier or air
courier guaranteeing overnight delivery:


 


(a)           if to a Holder, at
the most current address given by such Holder to the Company in accordance with
the provisions of this Section, which address initially is, with respect to
each Holder, the address of such Holder maintained by the Registrar under the Indenture,
with a copy in like manner to Barclays Capital Inc.;


 


(b)           if to you, initially
at the respective addresses set forth in the Purchase Agreement; and


 


(c)           if to the Company,
initially at its address set forth in the Purchase Agreement.


 


All such notices and communications shall be deemed
to have been duly given when received.


 


The Initial Purchasers or the Company by notice to
the other parties may designate additional or different addresses for
subsequent notices or communications.


 


14.           Successors.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Notes and the Exchange Notes.  The Company hereby agrees to extend the
benefits of this 


 


22

















 


Agreement to any Holder of Notes and the
Exchange Notes, and any such Holder may specifically enforce the provisions of
this Agreement as if an original party hereto.


 


15.           Counterparts. 
This Agreement may be in signed counterparts, each of which shall an
original and all of which together shall constitute one and the same agreement.


 


16.           Headings. 
The headings used herein are for convenience only and shall not affect
the construction hereof.


 


17.           Applicable Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
in the State of New York.


 


18.           Severability. 
In the event that any one of more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions hereof
shall not be in any way impaired or affected thereby, it being intended that
all of the rights and privileges of the parties shall be enforceable to the
fullest extent permitted by law.


 


19.           Notes Held by the Company, etc.  Whenever the consent or approval of Holders
of a specified percentage of principal amount of Notes or Exchange Notes is required
hereunder, Notes or Exchange Notes, as applicable, held by the Company or its Affiliates
(other than subsequent Holders of Notes or Exchange Notes if such subsequent
Holders are deemed to be Affiliates solely by reason of their holdings of such
Notes or Exchange Notes) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


 


20.           Submission to Jurisdiction.  Except as set forth below, no claim may be
commenced, prosecuted or continued in any court other than any New York State
or U.S. Federal court located in the Borough of Manhattan, the city of New
York, New York, which courts shall have exclusive jurisdiction over the
adjudication of such matters, and the Company consents to the non-exclusive
jurisdiction of such courts and personal service with respect thereto.  The Company hereby consents to personal
jurisdiction, service and venue in any court in which any claim arising out of
or in any way relating to this Agreement is brought by any third party against
any Initial Purchaser or any indemnified party. 
Each of the Initial Purchasers and the Company (on their respective
behalf and, to the extent permitted by applicable law, on behalf of their
respective shareholders and affiliates) waives all right to trial by jury in
any action, proceeding or counterclaim (whether based upon contract, tort or
otherwise) in any way arising out of or relating to this Agreement.  The Company agrees that a final judgment in
any such action, proceeding or counterclaim brought in any such court shall be
conclusive and binding upon the Company and may be enforced in any other courts
in the jurisdiction to which the Company is or may be subject, by suit upon
such judgment.


 


23

















 


By execution and delivery of this Agreement, the
Company acknowledges that it has, by separate written instrument, appointed and
designated, without power of revocation, CT Corporation System, with offices on
the date hereof located at 111 Eighth Avenue, New York, New York 10011 (and any
successor entity) as its authorized agent (the “Authorized Agent”) to
accept and acknowledge on its behalf service of any and all process which may
be served in any claim in any way relating to or arising out of this Agreement
or the transactions contemplated hereby brought in any New York State or U.S.
Federal court located in the Borough of Manhattan, the city of New York, New
York.  Such service may be made by delivering
a copy of such process to the Company in care of the Authorized Agent at the
address specified above for the Authorized Agent and obtaining a receipt
therefor, and the Company hereby irrevocably authorizes and directs the
Authorized Agent to accept such service on its behalf.  The Company represents and warrants that the
Authorized Agent has agreed to act as said agent for service of process, and
agrees that service of process in such manner upon the Authorized Agent shall
be deemed to the fullest extent permitted by applicable law, in every respect effective
service of process upon the Company in any claim.  The Company further agrees to take any and
all action, including the execution and filing of any and all such documents
and instruments, as may be necessary to continue such designation and
appointment of the Authorized Agent in full force and effect.  Nothing herein contained shall, however, in
any manner limit the rights of the Initial Purchasers to serve process in any
other manner permitted by applicable law or obtain jurisdiction over the
Company or bring suits, actions or proceedings against the Company in such other
jurisdictions, and in such manner as may be permitted by applicable law.


 


21.           Waiver of Immunity. 
The Company irrevocably waives, to the fullest extent permitted by
applicable law, with respect to itself and its revenues and assets (irrespective
of their use or intended use), all immunity on the grounds of sovereignty or
other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief
by way of injunction or order for specific performance or for recovery of
property, (iv) attachment of the Company’s assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which the
Company or its revenues or assets might otherwise be entitled in any suit,
action or proceeding in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that the Company will not claim any
such immunity in any suit, action or proceeding.


 


22.           Judgment Currency. 
The Company hereby covenants and agrees that the following provisions
shall apply to conversion of currency in the case of this Agreement:


 


(a)           If, for the purposes
of obtaining judgment in, or enforcing the judgment of, any court, it becomes
necessary to convert a sum due hereunder into any currency other than U.S.
dollars, the parties hereto agree, to the fullest extent that they may effectively
do so, that the rate of exchange used shall be the rate at which in accordance
with normal banking procedures Barclays Capital Inc. could purchase U.S.
dollars with such other currency in the city of New York on the Business Day
preceding that on which final judgment is given.  The obligations of the Company in 


 


24

















 


respect
of any sum due from it to any Initial Purchaser shall, notwithstanding any
judgment in a currency other than U.S. dollars, not be discharged until the
first Business Day, following receipt by such Initial Purchaser of any sum
adjudged to be so due in such other currency, on which (and only to the extent
that ) such Initial Purchaser may in accordance with normal banking procedures
purchase U.S. dollars with such other currency.


 


(b)           The Company hereby
agrees to indemnify the Initial Purchasers and each other indemnified party
related to any Initial Purchaser against any loss incurred by any of them as a
result of any judgment or order being given or made for any amount due under
this Agreement and such judgment or order being expressed and paid in the
judgment currency and as a result of any variation as between (i) the rate
of exchange at which the U.S. dollar amount is converted into the judgment
currency for the purpose of such judgment or order and (ii) the spot rate
of exchange in the city of New York at which the Company on the date of payment
of such judgment or order is able to purchase U.S. dollars with the amount of
the judgment currency actually paid by the Company.  The foregoing indemnity shall continue in
full force and effect notwithstanding any such judgment or order as
aforesaid.  The term “spot rate of exchange”
shall include any premiums and costs of exchange payable in connection with the
purchase of, or conversion into, U.S. dollars.


 


25

















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this Agreement and your acceptance shall represent
a binding agreement among the Company and the several Initial Purchasers.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOVA
  Chemicals Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  L.A. (Larry) MacDonald

  
	
   

  	
   

  	
  Name:
  L.A. (Larry) MacDonald

  
	
   

  	
   

  	
  Title:
  Sr. V.P. & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOVA
  Chemicals Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Todd Karran

  
	
   

  	
   

  	
  Name:
  Todd Karran

  
	
   

  	
   

  	
  Title:
  VP Corporate Development & Treasurer

  



 


Registration Rights Agreement


 

















 


	
  The
  foregoing Agreement is hereby confirmed

  	
   

  
	
  and
  accepted as of the date first above written.

  	
   

  
	
   

  	
   

  
	
  Barclays
  Capital Inc.

  	
   

  
	
  HSBC
  Securities (USA) Inc.

  	
   

  
	
  RBC
  Capital Markets Corporation

  	
   

  
	
  TD
  Securities (USA) LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Barclays
  Capital Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Paul Cugno

  	
   

  
	
   

  	
  Name:
  Paul Cugno

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  



 


Registration Rights Agreement


 














 


ANNEX A


 


Each Broker-Dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes.  The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a Broker-Dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.  This Prospectus, as it
may be amended or supplemented from time to time, may be used by a Broker-Dealer
in connection with resales of Exchange Notes received in exchange for Notes
where such Notes were acquired by such Broker-Dealer as a result of
market-making activities or other trading activities.  The Company has agreed that, starting on the Expiration
Date (as defined herein) and ending on the close of business one year after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer
for use in connection with any such resale. 
See “Plan of Distribution.”


 

















 


ANNEX B


 


Each Broker-Dealer that receives Exchange Notes for its own account in
exchange for Notes, where such Notes were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes.  See “Plan of
Distribution.”


 

















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each Broker-Dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired as a result of market-making activities or other trading
activities.  The Company has agreed that,
starting on the Expiration Date and ending on the close of business one year
after the Expiration Date, they will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any
such resale.  In addition, until
                    
201  , all dealers effecting transactions in the Exchange Notes may
be required to deliver a prospectus.


 


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


 


For a period of one year  after the
Expiration Date, the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal.  The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Notes) other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the Notes (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.


 

















 


ANNEX D


 


Rider
A


 


CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


 


	
  Name:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  



 


Rider
B


 


If the undersigned is not a Broker-Dealer, the undersigned represents
that it acquired the Exchange Notes in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of Exchange
Notes and it has no arrangements or understandings with any Person to
participate in a distribution of the Exchange Notes.  If the undersigned is a Broker-Dealer that
will receive Exchange Notes for its own account in exchange for Notes, it
represents that the Notes to be exchanged for Exchange Notes were acquired by
it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.