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EXHIBIT 4.6
 $150,000,000
 STERLING CHEMICALS, INC.
 101/4% Senior Secured Notes due 2015
 REGISTRATION RIGHTS AGREEMENT
  
  Company Initial
Purchaser Initial Purchasers Purchase Agreement 1 4 Note Notes
 Definitions
  Additional Interest Section 4(a)
 Advice Section 6(v)
 Agreement
 Applicable Period Section 2(e)
 Blackout Period Section 3(e)
 Business Day




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Closing Date
 Company
 Effectiveness Date th
 Effectiveness Period Section 3(a)
 Event Date Section 4(b)
 Exchange Act
 Exchange Notes
 Exchange Offer Section 2(a)
 Exchange Offer Registration Statement Section 2(a)
 Filing Date th
 Guarantors
 Holder
 Indemnified Party Section 8(c)
 Indemnifying Party Section 8(c)
 Indenture
 Initial Purchasers
 Initial Shelf Registration Statement Section 3(a)
 Inspectors Section 6(o)
 Issue Date
 Lien:
 Losses Section 8(a)
 Maximum Contribution Amount Section 8(d)
 NASD
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Notes
 Participating Broker-Dealer Section 2(e)
 Person
 Private Exchange Section 2(f)
 Private Exchange Notes Section 2(f)
 Prospectus
 Purchase Agreement
 Records Section 6(o)
 Registrable Notes
 Registration Statement
 Rule 144
 Rule 144A
 Rule 415
 Rule 430A
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SEC
 Securities
 Securities Act
 Shelf Notice Section 2(i)
 Shelf Registration Statement Section 3(b)
 Subsequent Shelf Registration Statement Section 3(b)
 TIA
 Trustee
 Exchange Offer
 (a)
    
    Unless the Exchange Offer would not be permitted by applicable laws or a policy
of the SEC, the Company shall (and shall cause each Guarantor to) (i) prepare and file
with the SEC promptly after the date hereof, but in no event later than the Filing
Date, a registration statement (the Exchange Offer Registration Statement) on
an appropriate registration form under the Securities Act with respect to an offer (the
Exchange Offer) to exchange the Notes for Exchange Notes guaranteed by the
Guarantors, which shall have terms substantially identical in all material respects to
the Notes, (ii) use its commercially reasonable efforts to cause the Exchange Offer
Registration Statement to become effective as promptly as practicable after the filing
thereof, but in no event later than the Effectiveness Date, (iii) use its commercially
reasonable efforts to keep the Exchange Offer Registration Statement effective until
the consummation of the Exchange Offer in accordance with its terms, and (iv) commence
the Exchange Offer and use its commercially reasonable efforts to issue on or prior to
50 days after the Effectiveness Date, Exchange Notes in exchange for all Notes tendered
prior thereto in the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the staff of the SEC.(b)
    
    The Exchange Notes and the Private Exchange Notes shall be issued under, and
entitled to the benefits of the Indenture or a trust indenture that is identical to the
Indenture (other than such changes as are necessary to comply with any requirements of
the SEC to effect or maintain the qualifications thereof under the TIA) which in either
case will provide that (i) the Exchange Notes will not be subject to the transfer
restrictions or additional interest provisions set forth in the Indenture, (ii) the
Private Exchange Notes will be subject to the transfer restrictions set forth in the
Indenture and (iii) the Exchange Notes, the Private Exchange Notes and the Notes, if
any, will be deemed one class of security (subject to the provisions of the Indenture)
and entitled to participate in all the security granted by the Company pursuant to the
Collateral Documents and in any Guarantee (as such terms are defined in the Indenture)
on an equal and ratable basis.
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(c)
    
    Interest on the Exchange Notes and Private Exchange Notes will accrue from (i)
the later of (x) the last interest payment date on which interest was paid on the Notes
surrendered in exchange therefor or (y) if the Note is surrendered for exchange on a
date in a period which includes the record date for an interest payment date to occur
on or after the date of such exchange and as to which interest will be paid, the date
of such interest payment date or (ii) if no interest has been paid on the Notes, from
the Issue Date. Each Exchange Note and Private Exchange Note shall bear interest at
the rate set forth thereon; provided, that interest with respect to the period
prior to the issuance thereof shall accrue at the rate or rates borne by the Notes from
time to time during such period.(d)
    
    The Company may require each Holder as a condition to participation in the
Exchange Offer to represent to the Company that at the time of the consummation of the
Exchange Offer, (i) any Exchange Notes received by such Holder will be acquired in the
ordinary course of its business, (ii) at the time of commencement of the Exchange Offer
such Holder has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (iii) such Holder is not an
affiliate (as defined in Rule 405 of the Securities Act) of the Company or if such
Holder is an affiliate such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if such
Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Notes and (v) if such Holder is a Participating
Broker-Dealer that will receive Exchange Notes for its own account in exchange for
Notes that were acquired as a result of market-making or other trading activities, that
it will deliver a Prospectus in connection with any resale of the Exchange Notes.(e)
    
    The Company shall (and shall cause each Guarantor to) include within the
Prospectus contained in the Exchange Offer Registration Statement a section entitled
Plan of Distribution reasonably acceptable to the Initial Purchasers which shall
contain all of the information that the SEC requires with respect to the potential
underwriter status of any broker-dealer that is the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in
the Exchange Offer for its own account in exchange for Notes that were acquired by it
as a result of market-making activities or other trading activities (a
Participating Broker-Dealer). Such Plan of Distribution section shall also
allow, to the extent permitted by applicable policies and regulations of the SEC, the
use of the Prospectus by all Persons subject to the prospectus delivery requirements of
the Securities Act, including, to the extent so permitted, all Participating
Broker-Dealers, and include a statement describing the manner in which Participating
Broker-Dealers may resell the Exchange Notes. The Company shall use its commercially
reasonable efforts to keep the Exchange Offer Registration Statement effective and to
amend and supplement the Prospectus contained therein, in order to permit such
Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such Persons must comply
with such requirements in order to resell the Exchange Notes (the Applicable
Period).(f)
    
    If, upon consummation of the Exchange Offer, either Initial Purchaser holds any
Notes acquired by it and having the status of an unsold allotment in the initial
distribution, the Company (upon the written request from either Initial Purchaser)
shall, simultaneously with the delivery of the Exchange Notes pursuant to the Exchange
Offer, issue and deliver to such Initial Purchaser in exchange (the Private
Exchange) for the Notes held
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by such Initial Purchaser, a like principal amount at maturity of debt securities of
the Company, including guarantees endorsed thereon (issued under the same Indenture
as the Exchange Notes) that are identical in all material respects to the Exchange
Notes except for the existence of restrictions on transfer thereof under the
Securities Act and securities laws of the several states of the United States (the
Private Exchange Notes). The Private Exchange Notes shall bear the same
CUSIP number as the Exchange Notes.(g)
    
    In connection with the Exchange Offer, the Company shall (and shall cause each
Guarantor to):
 (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 (substantially in the form attached as an exhibit to the
Exchange Offer Registration Statement) and any related documents;(ii)
    
    keep the Exchange Offer open for not less than 20 Business Days
(or longer if required by applicable law) after the date notice thereof is
mailed to the Holders;(iii)
    
    utilize the services of a depository for the Exchange Offer
with an address in the Borough of Manhattan, The City of New York, which may be
the Trustee or an affiliate thereof;(iv)
    
    permit Holders to withdraw tendered Registrable Notes at any
time prior to the close of business, New York time, on the last Business Day on
which the Exchange Offer shall remain open; and(v)
    
    otherwise comply with all applicable laws.
 (h)
    
    As soon as practicable after the close of the Exchange Offer or the Private
Exchange, as the case may be, the Company shall (and shall cause each Guarantor to):
 (i)
    
    accept for exchange all Registrable Notes validly tendered and
not withdrawn pursuant to the Exchange Offer or the Private Exchange, as the
case may be;(ii)
    
    deliver to the Trustee for cancellation all Registrable Notes
so accepted for exchange; and(iii)
    
    cause the Trustee to authenticate and deliver promptly to each
Holder tendering such Registrable Notes, Exchange Notes or Private Exchange
Notes, as the case may be, equal in principal amount at maturity to the Notes
of such Holder so accepted for exchange.
 (i)
    
    If, (i) because of any change in law or in applicable interpretations thereof
by the staff of the SEC the Company is not permitted to effect an Exchange Offer, (ii)
for any other reason the Exchange Offer Registration Statement is not declared
effective on or prior to the Effectiveness Date, or the Exchange Offer is not
consummated within 50 days after the Effectiveness Date, (iii) either Initial Purchaser
so requests with respect to the Notes (or the Private Exchange Notes) not eligible to
be exchanged for Exchange Notes in the Exchange Offer and held by it following
consummation of the Exchange Offer, or (iv) in the case of (A) any Holder not permitted
to participate in the Exchange Offer, (B) any Holder participating in the Exchange
Offer that does not receive Exchange Notes on the
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date of the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an affiliate
of the Company within the meaning of the Securities Act) or (C) any Participating
Broker Dealer holds Notes acquired directly from the Company or one of its
affiliates, then in each case the Company shall promptly deliver to the Holders and
the Trustee written notice thereof (the Shelf Notice) and shall as
promptly as practicable and at its sole expense file an Initial Shelf Registration
Statement pursuant to Section 3.
 Shelf Registration
 Section 2(i) Section 3 Section 2 Section 3 Section 2(i)(iv) provided Section 2(i)(iv)
 (a)
    
    Initial Shelf Registration. The Company shall (and shall cause each
Guarantor to), use its commercially reasonable efforts to, as promptly as practicable
file with the SEC a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Registrable Notes (the Initial
Shelf Registration Statement) within 30 days after the delivery of the Shelf
Notice and shall (and shall cause each Guarantor to) use its commercially reasonable
efforts to cause such Initial Shelf Registration Statement to be declared effective
under the Securities Act as promptly as practicable thereafter (but in no event more
than 90 days after delivery of the Shelf Notice); provided, however,
that if the Company (and each Guarantor) has not yet filed an Exchange Offer
Registration Statement, the Company shall use its commercially reasonable efforts to
file (and shall cause each Guarantor to file) with the SEC the Initial Shelf
Registration Statement on or prior to the Filing Date and shall use its commercially
reasonable efforts to cause such Initial Shelf Registration Statement to be declared
effective under the Securities Act on or prior to the Effectiveness Date. The Initial
Shelf Registration Statement shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the manner
or manners reasonably designated by them (including, without limitation, one or more
underwritten offerings). The Company and Guarantors shall not permit any securities
other than the Registrable Notes to be included in any Shelf Registration Statement.
The Company shall (and shall cause each Guarantor to) use its commercially reasonable
efforts to keep the Initial Shelf Registration Statement continuously effective under
the Securities Act until the earliest of (i) two years from the Closing Date (the
Effectiveness Period), (ii) the time the Securities covered by the Initial
Shelf Registration can be sold pursuant to Rule 144 without any limitations under
clauses (c), (e), (f) and (h) of Rule 144, (iii) the date on which all Registrable
Notes covered by the Initial Shelf Registration Statement have been sold in the manner
set forth and as contemplated in the Initial Shelf Registration Statement, (iv) the
date on which a Subsequent Shelf Registration Statement (as defined below) covering all
of the Registrable Notes covered by and not sold under the Initial Shelf Registration
Statement or an earlier Subsequent Shelf Registration Statement has been declared
effective under the Securities Act or (v) the date on which there cease to be any
outstanding Registrable Notes. The Company shall notify each Holder when the Initial
Shelf Registration Statement has been declared effective.
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(b)
    
    Subsequent Shelf Registrations. If the Initial Shelf Registration
Statement or any Subsequent Shelf Registration Statement ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the sale of
all of the securities registered thereunder), the Company shall (and shall cause each
Guarantor to) use its commercially reasonable efforts to obtain the prompt withdrawal
of any order suspending the effectiveness thereof, and in any event shall within 30
days of such cessation of effectiveness amend such Shelf Registration Statement in a
manner designed to obtain the withdrawal of the order suspending the effectiveness
thereof, or file (and cause each Guarantor to file) an additional shelf registration
statement pursuant to Rule 415 under the Securities Act covering all of the Registrable
Notes covered by and not sold under the Initial Registration Statement or any earlier
Registration Statement (a Subsequent Shelf Registration Statement). If a
Subsequent Shelf Registration Statement is filed, the Company shall (and shall cause
each Guarantor to) use its commercially reasonable efforts to cause the Subsequent
Shelf Registration Statement to be declared effective as soon as practicable after such
filing and to keep such Subsequent Shelf Registration Statement continuously effective
for a period equal to the number of days in the Effectiveness Period less the aggregate
number of days during which the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement was previously continuously effective. As used herein the
term Shelf Registration Statement means the Initial Shelf Registration
Statement and any Subsequent Shelf Registration Statements.(c)
    
    Supplements and Amendments. The Company shall promptly amend any Shelf
Registration Statement and/or amend or supplement the Prospectus constituting a part
thereof if required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration Statement, if required by the
Securities Act, or if reasonably requested in writing by the Holders of a majority in
aggregate principal amount of the Registrable Notes covered by such Shelf Registration
Statement or by any underwriter of such Registrable Notes.(d)
    
    Provision of Information. No Holder shall be entitled to include any
of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement
unless such Holder furnishes to the Company and the Trustee in writing, within 20 days
after receipt of a written request therefor, such information as the Company and the
Trustee, after conferring with counsel with regard to information relating to Holders
that would be required by the SEC to be included in such Shelf Registration Statement
or Prospectus included therein, may reasonably request for inclusion in any Shelf
Registration Statement or Prospectus included therein, and no such Holder shall be
entitled to Additional Interest pursuant to Section 4 hereof unless and until
such Holder shall have provided such information.(e)
    
    Blackout Periods. Notwithstanding anything to the contrary contained
in this Agreement, upon notice to Holders, the Company may suspend use of the
Prospectus included in any Shelf Registration Statement in the event that and for a
period of time (a Blackout Period) not to exceed an aggregate of 90 days in
any 12-month period if the board of directors of the Company determines in good faith
that (1) the disclosure of an event, occurrence or other item at such time could
reasonably be expected to have a material adverse effect on the business, operations or
prospects of the Company and the Guarantors, taken as a whole, (2) the disclosure
otherwise relates to a material business transaction which has not been publicly
disclosed and that any such disclosure would jeopardize the success of the transaction
or that disclosure of the transaction is prohibited
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pursuant to the terms thereof or (3) changes in the Registration Statement or
related prospectus are required so that, as of such date, such Registration
Statement or prospectus does not include an untrue statement of material fact or
omit to state a material fact 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.
 Additional Interest
 (a)
    
    The Company and each Guarantor acknowledges and agrees that the Holders of
Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill
its material obligations under Section 2 or Section 3 hereof and that
it would not be feasible to ascertain the extent of such damages with precision.
Accordingly, the Company and the Guarantors agree to pay additional cash interest on
the Notes (Additional Interest) under the circumstances and to the extent set
forth below (each of which shall be given independent effect):
 (i)
    
    if (A) neither the Exchange Offer Registration Statement nor
the Initial Shelf Registration Statement has been filed with the SEC on or
prior to the Filing Date or (B) notwithstanding that the Company has
consummated or will consummate an Exchange Offer, the Company is required to
file a Shelf Registration Statement and such Shelf Registration Statement is
not filed on or prior to the date required by this Agreement, then, commencing
on the day after either such required filing date, Additional Interest shall
accrue on the principal amount of the Notes that have not been exchanged for
Exchange Notes over and above any stated interest at a rate of 0.25% per annum
for the first 90 days immediately following such filing date, such Additional
Interest rate increasing by an additional 0.25% per annum at the beginning of
each subsequent 90-day period, subject to the provisos in the last sentence of
this paragraph;(ii)
    
    if (A) neither the Exchange Offer Registration Statement nor
the Initial Shelf Registration Statement is declared effective by the SEC on or
prior to the Effectiveness Date, (B) notwithstanding that the Company has
consummated or will consummate an Exchange Offer, the Company is required to
file a Shelf Registration Statement and such Shelf Registration Statement is
not declared effective by the SEC on or prior to the 90th day
following the date such Shelf Registration Statement was filed, then,
commencing on the day after either such required effective date, Additional
Interest shall accrue on the principal amount of the Notes over and above any
stated interest at a rate of 0.25% per annum for the first 90 days immediately
following such effective date, such Additional Interest rate increasing by an
additional 0.25% per annum at the beginning of each subsequent 90-day period,
subject to the provisos in the last sentence of this paragraph; or(iii)
    
    if (A) the Company (and any Guarantor) has not exchanged
Exchange Notes for all Notes validly tendered and not withdrawn in accordance
with the terms of the Exchange Offer on or prior to the date that is 50 days
after the Effectiveness Date, (B) if applicable, a Shelf Registration Statement
has been declared effective and such Shelf Registration Statement ceases to be
effective or usable in connection with resales of the Notes in accordance with
and during the periods specified in this Agreement, as applicable, at any time
during the Effectiveness Period (other than during a Blackout Period or after
such time as all Notes have
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been disposed of thereunder), or (C) the Company issues a valid notice to
suspend the use of the Prospectus included in any Shelf Registration
Statement and such suspension, when taken together with all other
suspensions, if any (but solely to the extent not concurrent), during any
12-month period exceeds 90 days, then, in each case, Additional Interest
shall accrue on the principal amount of the Notes over and above any stated
interest at a rate of 0.25% per annum for the first 90 days commencing on
(x) the 51st day after the Effectiveness Date, in the case of clause (A)
above, (y) the day such Shelf Registration Statement ceases to be effective
or useable, in the case of clause (B) above, or (z) the day the Prospectus
in any Shelf Registration Statement is suspended for any period in excess of
90 days during any 12-month period, in the case of clause (C) above, such
Additional Interest rate increasing by an additional 0.25% per annum at the
beginning of each subsequent 90-day period, subject to the provisos in the
last sentence of this paragraph;
 provided, however, that Additional Interest will not accrue under
more than one of the foregoing clauses (i), (ii) or (iii) at any one time;
provided further, however, that the amount of Additional
Interest accruing on the Notes shall not exceed 1.0% per annum; and provided
further, however, that (1) upon the filing of the Exchange Offer
Registration Statement or Initial Shelf Registration Statement (in the case of
clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration
Statement or Shelf Registration Statement (in the case of clause (ii) above), (3)
upon the exchange of Exchange Notes for all Notes tendered (in the case of clause
(iii)(A) above), (4) upon the effectiveness of a Shelf Registration Statement which
had ceased to remain effective (in the case of clause (iii)(B) above), or (5) upon
the day the Prospectus in any Shelf Registration Statement the use of which was
previously suspended may be used again (in the case of clause (iii)(C) above),
Additional Interest on the Notes as a result of such clause (or the relevant
subclause thereof), as the case may be, shall cease to accrue.(b)
    
    The Company shall notify the Trustee within five Business Days after each and
every date on which an event occurs in respect of which Additional Interest is required
to be paid (an Event Date). Any amounts of Additional Interest due pursuant
to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4
will be payable in cash, on the dates and in the manner provided in the Indenture and
whether or not any cash interest would then be payable on such date, commencing with
the first such semi-annual date occurring after any such Additional Interest commences
to accrue. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Notes, multiplied by
a fraction, the numerator of which is the number of days such Additional Interest rate
was applicable during such period (determined on the basis of a 360-day year comprised
of twelve 30-day months and, in the case of a partial month, the actual number of days
elapsed), and the denominator of which is 360.
 Intentionally Omitted
 Registration Procedures
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(a)
    
    Prepare and file with the SEC as soon as practicable after the date hereof but
in any event on or prior to the Filing Date, the Exchange Offer Registration Statement
or if the Exchange Offer Registration Statement is not filed because of the
circumstances contemplated by Section 2(i), a Shelf Registration Statement as
prescribed by Section 3, and use its commercially reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided herein;
provided that, if (1) a Shelf Registration Statement is filed pursuant to
Section 3 or (2) a Prospectus contained in an Exchange Offer Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable
Period, before filing any Registration Statement or Prospectus or any amendments or
supplements thereto the Company shall (and shall cause each Guarantor to), if
requested, furnish at no charge to the Holders of the Registrable Notes to be
registered pursuant to such Shelf Registration Statement, each Participating
Broker-Dealer, the managing underwriters, if any, and each of their respective counsel,
a reasonable opportunity to review copies of all such documents (including copies of
any documents to be incorporated by reference therein and all exhibits thereto)
proposed to be filed (in each case at least five Business Days prior to such filing).
The Company and each Guarantor shall not file (and shall not allow any of the other
Guarantors to) any such Registration Statement or Prospectus or any amendments or
supplements thereto in respect of which the Holders must provide information for the
inclusion therein without the Holders being afforded an opportunity to review such
documentation if the holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement, or any such Participating
Broker-Dealer, as the case may be, or the managing underwriters, if any, or any of
their respective counsel shall reasonably object in writing on a timely basis. A
Holder shall be deemed to have reasonably objected to such filing if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains an untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein not misleading or fails to comply with the
applicable requirements of the Securities Act.(b)
    
    Provide an indenture trustee for the Registrable Notes, the Exchange Notes or
the Private Exchange Notes, as the case may be, and cause the Indenture (or other
indenture relating to the Registrable Notes) to be qualified under the TIA not later
than the effective date of the first Registration Statement; and in connection
therewith, to effect such changes to such indenture as may be required for such
indenture to be so qualified in accordance with the terms of the TIA; and execute, and
use its commercially reasonable efforts to cause such 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 such indenture to be so qualified in a timely
manner.(c)
    
    Prepare and file with the SEC such pre-effective amendments and post-effective
amendments to each Shelf Registration Statement or Exchange Offer Registration
Statement, as the case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period, as the
case may be; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the Securities
Act; and comply with the provisions of the Securities Act and the Exchange Act
applicable to them with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent
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resale of any securities being sold by a Participating Broker-Dealer covered by any
such Prospectus. The Company and each Guarantor shall not (and shall not allow any
other Guarantor to), during the Applicable Period, voluntarily take any action that
would reasonably be expected to result in selling Holders of the Registrable Notes
covered by a Registration Statement or Participating Broker-Dealers seeking to sell
Exchange Notes not being able to sell such Registrable Notes or such Exchange Notes
during that period, unless such action is required by applicable law, rule or
regulation or permitted by this Agreement.(d)
    
    Furnish to such selling Holders and Participating Broker-Dealers who so request
in writing (i) upon the Companys receipt, a copy of the order of the SEC declaring
such Registration Statement and any post effective amendment thereto effective, (ii)
such reasonable number of copies of such Registration Statement and of each amendment
and supplement thereto (in each case including any documents incorporated therein by
reference and all exhibits), (iii) such reasonable number of copies of the Prospectus
included in such Registration Statement (including each preliminary Prospectus) and
each amendment and supplement thereto, and such reasonable number of copies of the
final Prospectus as filed by the Company and each Guarantor pursuant to Rule 424(b)
under the Securities Act, in conformity with the requirements of the Securities Act and
each amendment and supplement thereto, and (iv) such other documents (including any
amendments required to be filed pursuant to clause (c) of this Section 6), as any such
Person may reasonably request in writing. The Company and the Guarantors hereby
consent to the use of the Prospectus by each of the selling Holders of Registrable
Notes or each such Participating Broker-Dealer, as the case may be, and the
underwriters or agents, if any, and dealers, if any, in connection with the offering
and sale of the Registrable Notes covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or
supplement thereto.(e)
    
    If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating
thereto, the Company shall notify in writing the selling Holders of Registrable Notes,
or each such Participating Broker-Dealer, as the case may be, and the managing
underwriters, if any, and each of their respective counsel promptly (but in any event
within five Business Days) (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration Statement
or any post-effective amendment, when the same has become effective (including in such
notice a written statement that any Holder may, upon request, obtain, without charge,
one conformed copy of such Registration Statement or post-effective amendment including
financial statements and schedules, documents incorporated or deemed to be incorporated
by reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order preventing or
suspending the use of any Prospectus or the initiation of any proceedings for that
purpose, (iii) if at any time when a Prospectus is required by the Securities Act to be
delivered in connection with sales of the Registrable Notes the representations and
warranties of the Company and any Guarantor contained in any agreement (including any
underwriting agreement contemplated by Section 6(n) hereof) cease to be true and
correct, (iv) of the receipt by the Company or any Guarantor of any notification with
respect to the suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold
by any Participating Broker-Dealer for offer or sale in any jurisdiction,
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or the initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event, the existence of any condition of any information becoming
known that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any changes
in, or amendments or supplements to, such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement and the Prospectus, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading,
(vi) of any reasonable determination by the Company or any Guarantor that a
post-effective amendment to a Registration Statement would be appropriate and (vii)
of any request by the SEC for amendments to the Registration Statement or
supplements to the Prospectus or for additional information relating thereto.(f)
    
    Use its commercially reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or exemption from
qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is
issued, to use its commercially reasonable efforts to obtain the withdrawal of any such
order at the earliest possible date.(g)
    
    If (A) a Shelf Registration Statement is filed pursuant to Section 3, (B) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period or (C)
reasonably requested in writing by the managing underwriters, if any, or the Holders of
a majority in aggregate principal amount of the Registrable Notes being sold in
connection with an underwritten offering, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment such information or revisions to information
therein relating to such underwriters or selling Holders as the managing underwriters,
if any, or such Holders or any of their respective counsel reasonably request in
writing to be included or made therein and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such Prospectus
supplements or post-effective amendment.(h)
    
    Prior to any public offering of Registrable Notes or any delivery of a
Prospectus contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its
commercially reasonable efforts to register or qualify, and cooperate with the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may
be, the underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or qualification) of
such Registrable Notes or Exchange Notes, as the case may be, for offer and sale under
the securities or Blue Sky laws of such jurisdictions within the United States as any
selling Holder, Participating Broker-Dealer or any managing underwriter or
underwriters, if any, reasonably request in writing; and, if Exchange Notes held by
Participating Broker-Dealers or Registrable Notes are offered other than through an
underwritten offering, the Company and each Guarantor shall cause its counsel to
perform Blue Sky investigations and use its commercially reasonable efforts to file any
registrations and qualifications
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required to be filed pursuant to this Section 6(h), use its commercially reasonable
efforts to keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and use its commercially reasonable efforts to do any and all other acts
or things reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the
Registrable Notes covered by the applicable Registration Statement; provided
that neither the Company nor any Guarantor shall be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified, (B)
take any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation in
any such jurisdiction where it is not then so subject.(i)
    
    If (A) a Shelf Registration Statement is filed pursuant to Section 3 or (B) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant to
Section 2 is requested to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, cooperate
with the selling Holders of Registrable Notes and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Notes to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with The Depository
Trust Company, and enable such Registrable Notes to be in such denominations and
registered in such names as the managing underwriter or underwriters, if any, or
Holders may reasonably request in writing.(j)
    
    Use its commercially reasonable efforts to cause the Registrable Notes covered
by any Registration Statement to be registered with or approved by such United States
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter, if any, to consummate the disposition of such
Registrable Notes, except as may be required solely as a consequence of the nature of
such selling Holders business, in which case the Company shall (and shall cause each
Guarantor to) cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals; provided that neither the Company
nor any Guarantor shall be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would subject
it to general service of process in any jurisdiction where it is not then so subject or
(C) subject itself to taxation in any such jurisdiction where it is not then so
subject.(k)
    
    If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the
occurrence of any event contemplated by Section 6(e)(v) or 6(e)(vi) hereof, as promptly
as practicable, prepare and file with the SEC, at the expense of the Company and the
Guarantors, a supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Notes being sold thereunder
or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by
a Participating Broker-Dealer, such Prospectus will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, and, if
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SEC review is required, use its commercially reasonable efforts to cause such
post-effective amendment to be declared effective as soon as possible.(l)
    
    Use its commercially reasonable efforts to cause the Registrable Notes covered
by a Registration Statement to be rated with such appropriate rating agencies, if so
requested in writing by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or the managing underwriter or
underwriters, if any.(m)
    
    Prior to the initial issuance of the Exchange Notes, (i) provide the Trustee
with one or more certificates for the Registrable Notes in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the Exchange
Notes.(n)
    
    If a Shelf Registration Statement is filed pursuant to Section 3, enter into
such agreements (including an underwriting agreement in form, scope and substance as is
customary in underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances) and take all such other actions in connection
therewith (including those reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal amount of the
Registrable Notes being sold) as is customary in underwritten offerings of debt
securities similar to the Notes as may be appropriate in connection therewith in order
to expedite or facilitate the registration or the disposition of such Registrable
Notes, and in such connection, whether or not an underwriting agreement is entered into
and whether or not the registration is an underwritten registration (except as set
forth below), (i) make such representations and warranties to the Holders and the
underwriters, if any, with respect to the business of the Company and its subsidiaries
as then conducted, and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in underwritten
offerings of debt securities similar to the Notes, as may be appropriate in the
circumstances, and confirm the same if and when reasonably required; (ii) use
commercially reasonable efforts to obtain an opinion of counsel to the Company and the
Guarantors and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing underwriters, if any, and
the Holders of a majority in aggregate principal amount of the Registrable Notes being
sold), addressed to each selling Holder and each of the underwriters, if any, covering
the matters customarily covered in opinions of counsel to the Company and the
Guarantors requested in underwritten offerings of debt securities similar to the Notes,
as may be appropriate in the circumstances; (iii) use commercially reasonable efforts
to obtain cold comfort letters and updates thereof (which letters and updates (in
form, scope and substance) shall be reasonably satisfactory to the managing
underwriters) from the independent certified public accountants of the Company and the
Guarantors (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 of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in cold comfort
letters in connection with underwritten offerings of debt securities similar to the
Notes, as may be appropriate in the circumstances, and such other matters as reasonably
requested in writing by the underwriters; and (iv) deliver such documents and
certificates as may be reasonably requested in writing by the Holders of a majority in
aggregate principal amount of the Registrable Notes being sold and the managing
underwriters, if any, to evidence the
 15




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continued validity of the representations and warranties of the Company and its
subsidiaries made pursuant to clause (i) above and to evidence compliance with any
conditions contained in the underwriting agreement or other similar agreement
entered into by the Company or any Guarantor.(o)
    
    If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make
available for inspection by a representative of the Holder of such Registrable Notes
being sold, and representative of each such Participating Broker-Dealer, as the case
may be, any underwriter participating in any such disposition of Registrable Notes, if
any, and any attorney, accountant or other agent retained by any such selling Holder or
each such Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the Inspectors), at the offices where normally kept, with
reasonable advance notice and during reasonable business hours, all financial and other
records and pertinent corporate documents of the Company and its subsidiaries
(collectively, the Records) as shall be reasonably necessary to enable them
to exercise any applicable due diligence responsibilities, and cause the officers,
directors and employees of the Company and its subsidiaries to supply all information
reasonably requested in writing by any such Inspector in connection with such
Registration Statement. Each Inspector shall agree in writing that it will keep the
Records confidential and not disclose any of the Records unless (i) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in such
Registration Statement, (ii) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, (iii) the information
in such Records is public or has been made generally available to the public other than
as a result of a disclosure or failure to safeguard by such Inspector or (iv)
disclosure of such information is, in the reasonable written opinion of counsel for any
Inspector, necessary or advisable in connection with any action, claim, suit or
proceeding, directly or indirectly, involving or potentially involving such Inspector
and arising out of, based upon, related to, or involving this Agreement, or any
transaction contemplated hereby or arising hereunder. Each selling Holder of such
Registrable Notes and each such Participating Broker-Dealer will be required to agree
that information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market transactions in
the securities of the Company unless and until such information is made generally
available to the public. Each Inspector, each selling Holder of such Registrable Notes
and each such Participating Broker-Dealer will be required to further agree that it
will, upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give reasonable advance notice to the Company and, to the extent
practicable, use its commercially reasonable efforts to allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the Records deemed
confidential at its expense.(p)
    
    Comply with all applicable rules and regulations of the SEC and make generally
available to the security holders of the Company with regard to any applicable
Registration Statement earning statements satisfying the provisions of section 11(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the
Securities Act).(q)
    
    Upon consummation of an Exchange Offer or Private Exchange, use its
commercially reasonable efforts to obtain an opinion of counsel to the Company and the
Guarantors (in
 16




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form, scope and substance reasonably satisfactory to each Initial Purchaser),
addressed to the Trustee for the benefit of all Holders participating in the
Exchange Offer or Private Exchange, as the case may be, to the effect that (i) the
Company and the Guarantors have duly authorized, executed and delivered the Exchange
Notes or the Private Exchange Notes, as the case may be, and the Indenture, (ii) the
Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture
constitute legal, valid and binding obligations of the Company and the Guarantors,
enforceable against the Company and the Guarantors in accordance with their
respective terms, except as such enforcement may be subject to customary United
States and foreign exceptions and (iii) all obligations of the Company and the
Guarantors under the Exchange Notes or the Private Exchange Notes, as the case may
be, and the Indenture are secured by Liens (as defined in the Indenture) on the
assets securing the obligations of the Company and the Guarantors under the Notes,
the Indenture and the Collateral Agreements to the extent and as discussed in the
Registration Statement, in each case, subject to customary assumptions, limitations,
reliances and qualifications.(r)
    
    If the Exchange Offer or a Private Exchange is to be consummated, upon delivery
of the Registrable Notes by the Holders to the Company and the Guarantors (or to such
other Person as directed by the Company and the Guarantors) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Company and the
Guarantors shall mark, or cause to be marked, on such Registrable Notes that the
Exchange Notes or the Private Exchange Notes, as the case may be, are being issued as
substitute evidence of the indebtedness originally evidenced by the Registrable Notes;
provided that in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.(s)
    
    Cooperate with each seller of Registrable Notes covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such
Registrable Notes and their respective counsel in connection with any filings required
to be made with the NASD.(t)
    
    Use its commercially reasonable efforts to take all other steps reasonably
necessary to effect the registration of the Registrable Notes covered by a Registration
Statement contemplated hereby.(u)
    
    The Company may require each seller of Registrable Notes or Participating
Broker-Dealer as to which any registration is being effected to furnish to the Company
such information regarding such seller or Participating Broker-Dealer and the
distribution of such Registrable Notes as the Company may, from time to time,
reasonably request in writing. The Company may exclude from such registration the
Registrable Notes of any seller who fails to furnish such information within a
reasonable time (which time in no event shall exceed 45 days) after receiving such
request. Each seller of Registrable Notes or Participating Broker-Dealer as to which
any registration is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished by such seller not materially misleading.
  17




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Advice
 Registration Expenses
 (a)
    
    All fees and expenses incident to the performance of or compliance with this
Agreement by the Company and the Guarantors shall be borne by the Company and the
Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is
filed or becomes effective, including, without limitation, (i) all registration and
filing fees, including, without limitation, (A) fees with respect to filings required
to be made with the NASD in connection with any underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws as provided in Section
6(h) hereof (including, without limitation, reasonable and documented fees and
disbursements of counsel in connection with Blue Sky qualifications of the Registrable
Notes or Exchange Notes and determination of the eligibility of the Registrable Notes
or Exchange Notes for investment under the laws of such jurisdictions (x) where the
Holders are located, in the case of the Exchange Notes, or (y) as provided in Section
6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period), (ii) printing expenses, including, without
limitation, expenses of printing Prospectuses if the printing of Prospectuses is
requested by the managing underwriter or underwriters, if any, or by the Holders of a
majority in aggregate principal amount of the Registrable Notes included in any
Registration Statement or by any Participating Broker-Dealer during the Applicable
Period, as the case may be, (iii) messenger, telephone and delivery expenses incurred
in connection with the performance of their obligations hereunder, (iv) fees and
disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b),
the Holders, (v) fees and disbursements of all independent certified public accountants
referred to in Section 6 (including, without limitation, the expenses of any special
audit and cold comfort letters required by or incident to such performance), (vi)
rating agency fees and the fees and expenses incurred in connection with the listing of
the Securities to be registered on any securities exchange, (vii) Securities Act
liability insurance, if the Company and the Guarantors desire such insurance, (viii)
fees and expenses of all other Persons retained by the Company and the Guarantors, (ix)
fees and expenses of any qualified independent underwriter or other independent
appraiser participating in an offering pursuant to Section 3 of Schedule E to the
bylaws of the NASD, but only where the need for such a qualified independent
underwriter arises due to a relationship with the Company and the Guarantors, (x)
internal expenses of the Company and the Guarantors (including, without limitation, all
salaries and expenses of officers and employees of the Company or the Guarantors
performing legal or accounting duties), (xi) the expense of any annual audit, (xii) the
fees and expenses of the Trustee and the Exchange Agent and (xiii) the
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expenses relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, securities sales agreements, indentures and any
other documents necessary in order to comply with this Agreement.(b)
    
    The Company and the Guarantors shall reimburse the Holders for the reasonable
and documented fees and disbursements of not more than one counsel chosen by the
Holders of a majority in aggregate principal amount of the Registrable Notes to be
included in any Registration Statement. The Company and the Guarantors shall pay all
documentary, stamp, transfer or other transactional taxes attributable to the issuance
or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes;
provided that the Company shall not be required to pay taxes payable in respect
of any transfer involved in the issuance or delivery of any Exchange Note or Private
Exchange Note in a name other than that of the Holder of the Note in respect of which
such Exchange Note or Private Exchange Note is being issued. The Company and the
Guarantors shall reimburse the Holders for the reasonable and documented fees and
expenses (including reasonable fees and expenses of counsel to the Holders) relating to
any enforcement of any rights of the Holders under this Agreement.
 Indemnification
 (a)
    
    Indemnification by the Company and the Guarantors. The Company and the
Guarantors jointly and severally agree to indemnify and hold harmless each Holder of
Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any,
who controls each such Holder (within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Exchange Act) and the officers, directors and partners of each
such Holder, Participating Broker-Dealer and controlling person, to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable and documented costs of preparation and
reasonable attorneys fees as provided in this Section 8) and expenses (including,
without limitation, reasonable costs and expenses incurred in connection with
investigating, preparing, pursuing or defending against any of the foregoing)
(collectively, Losses), as incurred, directly or indirectly caused by,
related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement,
Prospectus or form of prospectus, or in any amendment or supplement thereto, or in any
preliminary prospectus, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, except insofar
as such Losses are based upon information relating to such Holder or Participating
Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed
and approved in writing) by such Holder or Participating Broker-Dealer or their counsel
expressly for use therein; provided, however, that the Company and the
Guarantors will not be liable to any Indemnified Party (as defined below) under this
Section 8 to the extent Losses were caused by an untrue statement or omission or
alleged untrue statement or omission that was contained or made in any preliminary
prospectus and corrected in the Prospectus or any amendment or supplement thereto if
(i) the Prospectus does not contain any other untrue statement or omission or alleged
untrue statement or omission of a material fact that was the subject matter of the
related proceedings, (ii) any such Losses resulted from an action, claim or suit by any
Person who purchased Registrable Notes or Exchange Notes which are the subject thereof
from such Indemnified Party and (iii) it is established in the related proceeding
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that such Indemnified Party failed to deliver or provide a copy of the Prospectus
(as amended or supplemented) to such Person with or prior to the confirmation of the
sale of such Registrable Notes or Exchange Notes sold to such Person if required by
applicable law, unless such failure to deliver or provide a copy of the Prospectus
(as amended or supplemented) was a result of noncompliance by the Company with
Section 6 of this Agreement. The Company and the Guarantors also agree to indemnify
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, their officers, directors, agents
and employees and each Person who controls such Persons (within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same
extent as provided above with respect to the indemnification of the Holders or the
Participating Broker-Dealer.(b)
    
    Indemnification by Holder. In connection with any Registration
Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or
any preliminary prospectus in which a Holder is participating, such Holder shall
furnish to the Company and the Guarantors in writing such information as the Company
and the Guarantors reasonably request for use in connection with any Registration
Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or
any preliminary prospectus and shall indemnify and hold harmless the Company, the
Guarantors, their respective directors and each Person, if any, who controls the
Company and the Guarantors (within the meaning of Section 15 of the Securities Act and
Section 20(a) of the Exchange Act), and the directors, officers and partners of such
controlling persons, to the fullest extent lawful, from and against all Losses arising
out of or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, Prospectus or form of prospectus or in
any amendment or supplement thereto or in any preliminary prospectus, or any omission
or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading to the extent, but only to the extent, that such losses
are finally judicially determined by a court of competent jurisdiction in a final,
unappealable order to have resulted from an untrue statement or alleged untrue
statement of a material fact or omission or alleged omission of a material fact
contained in or omitted from any information so furnished in writing by such Holder to
the Company and the Guarantors expressly for use therein. Notwithstanding the
foregoing, in no event shall the liability of any selling Holder be greater in amount
than such Holders Maximum Contribution Amount (as defined below).(c)
    
    Conduct of Indemnification Proceedings. If any proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
Indemnified Party), such Indemnified Party shall promptly notify the party or
parties from which such indemnity is sought (the Indemnifying Party or
Indemnifying Parties, as applicable) in writing; provided, that the
failure to so notify the Indemnifying Parties shall not relieve the Indemnifying
Parties from any obligation or liability except to the extent (but only to the extent)
that it shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal) that the Indemnifying Parties have been
prejudiced materially by such failure.
 provided
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(d)
    
    Contribution. If the indemnification provided for in this Section 8 is
unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party
harmless for any Losses in respect of which this Section 8 would otherwise apply by its
terms (other than by reason of exceptions provided in this Section 8), then each
applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
have a joint and several obligation to contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party, on the one hand, and such
Indemnified Party, on the other hand, in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party, on the one hand, and
Indemnified Party, on the other hand, shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by such
Indemnifying Party or Indemnified Party, and the parties relative intent, knowledge,
access to information and opportunity to correct or prevent any such statement or
omission. The amount paid or payable by an Indemnified Party as a result of any Losses
shall be deemed to include any legal or other fees or expenses incurred by such party
in connection with any proceeding, to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in Section 8(a) or 8(b)
was available to such party.
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Maximum Contribution Amount
  Rules 144 and 144A
  Underwritten Registrations of Registrable Notes
 provided however
  Miscellaneous
 (a)
    
    Remedies. In the event of a breach by either the Company or any of the
Guarantors of any of their respective obligations under this Agreement, each Holder, in
addition to being entitled to exercise all rights provided herein, in the Indenture or,
in the case of either Initial Purchaser, in the Purchase Agreement, or granted by law,
including recovery of damages, will be entitled to specific performance of its rights
under this Agreement. The Company and the Guarantors agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by either the
Company or any of the Guarantors of any of the provisions of this Agreement and hereby
further agree
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that, in the event of any action for specific performance in respect of such breach,
the Company shall (and shall cause each Guarantor to) waive the defense that a
remedy at law would be adequate.(b)
    
    No Inconsistent Agreements. The Company and each of the Guarantors
have not entered, as of the date hereof, and the Company and each of the Guarantors
shall not enter, after the date of this Agreement, into any agreement with respect to
any of its securities that is inconsistent with the rights granted to the Holders of
Securities in this Agreement or otherwise conflicts with the provisions hereof. The
Company and each of the Guarantors have not entered and will not enter into any
agreement with respect to any of its securities that will grant to any Person
piggy-back rights with respect to a Registration Statement.(c)
    
    Adjustments Affecting Registrable Notes. The Company shall not,
directly or indirectly, take any action with respect to the Registrable Notes as a
class that would adversely affect the ability of the Holders to include such
Registrable Notes in a registration undertaken pursuant to this Agreement.(d)
    
    Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, other than with the prior written consent of the
Holders of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes in circumstances that would adversely affect any Holders
of Registrable Notes; provided, however, that Section 8 and this
Section 11(d) may not be amended, modified or supplemented without the prior written
consent of each Holder. Notwithstanding 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 Notes whose securities are being tendered pursuant to
the Exchange Offer or sold pursuant to a Notes Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other Holders
of Registrable Notes may be given by Holders of at least a majority in aggregate
principal amount of the Registrable Notes being tendered or being sold by such Holders
pursuant to such Notes Registration Statement.(e)
    
    Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered first-class
mail, next-day air courier or telecopier:
 (i)
    
    if to a Holder of Securities or to any Participating
Broker-Dealer, at the most current address of such Holder or Participating
Broker-Dealer, as the case may be, set forth on the records of the registrar of
the Notes, with a copy in like manner to the Initial Purchasers as follows:
 
 
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(ii)
    
    if to the Initial Purchasers, at the address specified in Section 11(e)(i);(iii)
    
    if to the Company or any Guarantor, as follows:
 
  
   (f)
    
    Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including, without limitation and without the need for an express assignment,
subsequent Holders of Securities.(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; Submission to Jurisdiction; Waiver of Jury Trial. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
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LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW. EACH
OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK
OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN
RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND
THE GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE
GUARANTORS IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS
IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AND THE GUARANTORS AT THEIR SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
COMPANY OR THE GUARANTORS IN ANY OTHER JURISDICTION.(j)
    
    Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.(k)
    
    Securities Held by the Company or Its Affiliates. Whenever the consent
or approval of Holders of a specified percentage of Securities is required hereunder,
Securities held by the Company or its affiliates (as such term is defined in Rule 405
under the Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.(l)
    
    Third Party Beneficiaries. Holders and Participating Broker-Dealers
are intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.
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(m)
    
    Entire Agreement. This Agreement, together with the Purchase
Agreement, the Indenture and the Collateral Documents, is intended by the parties as a
final and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts, understanding,
correspondence, conversations and memoranda between the Initial Purchasers on the one
hand and the Company and the Guarantors on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are merged
herein and replaced hereby.
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STERLING CHEMICALS, INC.By:Name:Title:
 GUARANTORS:STERLING CHEMICALS ENERGY, INC.By:Name:Title:
 Accepted and Agreed to:JEFFERIES & COMPANY, INC.By:Name:Title:CIBC WORLD MARKETS CORP.By:Name:Title:
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