REGISTRATION RIGHTS AGREEMENT





                               Dated June 3, 2004





                                     between




                      BCP CAYLUX HOLDINGS LUXEMBOURG S.C.A.

                           BCP CRYSTAL HOLDINGS LTD. 2


                                       and



                        MORGAN STANLEY & CO. INCORPORATED
                          DEUTSCHE BANK SECURITIES INC.
                         BANC OF AMERICA SECURITIES LLC















             $1,000,000,000 9 5/8% SENIOR SUBORDINATED NOTES DUE 2014
        (eurodollar)200,000,000 10 3/8% SENIOR SUBORDINATED NOTES DUE 2014

                          REGISTRATION RIGHTS AGREEMENT

                                                                   June 3, 2004

Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
Banc of America Securities LLC
  As Representatives of the Initial Purchasers
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036


Ladies and Gentlemen:

         BCP Caylux Holdings Luxembourg S.C.A., a Luxembourg partnership limited
by shares (Societe en commandite par actions) (the "ISSUER"), proposes to issue
and sell to certain purchasers (the "INITIAL PURCHASERS"), for whom Morgan
Stanley & Co. Incorporated, Deutsche Bank Securities Inc., and Banc of America
Securities LLC are acting as representatives, $1,000,000,000 aggregate principal
amount of its 9 5/8% Senior Subordinated Notes due 2014 (the "DOLLAR NOTES") and
(eurodollar)200,000,000 aggregate principal amount of its 10 3/8% Senior
Subordinated Notes due 2014 (the "EURO NOTES," and together with the Dollar
Notes, the "SECURITIES") upon the terms set forth in the Purchase Agreement
among the Issuer, the Parent Guarantor named therein and the Initial Purchasers
named in Schedule I thereto, dated June 3, 2004 (the "PURCHASE AGREEMENT"),
relating to the initial placement (the "INITIAL PLACEMENT") of the Securities.
As of the date hereof, the Issuer's obligations under the Securities will be
guaranteed (the "GUARANTEE") by its parent, BCP Crystal Holdings Ltd. 2, a
company incorporated with limited liability under the laws of the Cayman Islands
(the "PARENT GUARANTOR"). Upon the occurrence of certain restructuring events
(the "PROPOSED RESTRUCTURING") the Securities will be unconditionally guaranteed
by certain U.S. subsidiaries of the Issuer that guarantee its obligations under
the senior credit facilities pursuant to a joinder agreement. References to the
"GUARANTORS" herein shall be construed as referring to the Parent Guarantor, for
so long as it is a Guarantor, and such other Guarantors from and after their
execution of the aforementioned joinder agreement. References herein to the
"SECURITIES" refer to the Securities and the Guarantees, collectively. To induce
the Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition to your obligations thereunder, the Issuer agrees with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each, a "HOLDER" and, collectively, 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 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.

                  "AFFILIATE" shall have the meaning specified in Rule 405 under
         the Act and the term "controlling" shall have a meaning correlative
         thereto.

                  "BROKER-DEALER" shall mean any broker or dealer registered as
         such under the Exchange Act.

                  "BUSINESS DAY" shall mean a day other than a Saturday, a
         Sunday or a legal holiday or day on which banking institutions or trust
         companies are authorized or required by law to close in New York City.

                  "CLOSING DATE" shall mean the date of the first issuance of
         the Securities.

                  "COMMISSION" shall mean the Securities and Exchange
         Commission.

                  "DEFERRAL PERIOD" shall have the meaning set forth in Section
         4(k)(ii) hereof.

                  "DOLLAR NOTES" shall have the meaning set forth in the
         preamble hereto.

                  "EURO NOTES" shall have the meaning set forth in the preamble
         hereto.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
         as amended, and the rules and regulations of the Commission promulgated
         thereunder.

                  "EXCHANGE OFFER" shall mean the exchange offer by the Issuer
         of Securities for Registrable Securities pursuant to Section 2(a)
         hereof.

                  "EXCHANGE OFFER REGISTRATION PERIOD" shall mean the period of
         90 days 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 Issuer 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.


                                       2




                  "EXCHANGE SECURITIES" shall mean debt securities of the Issuer
         and Guarantees by the Guarantors, in each case identical in all
         material respects to the Securities (except that the transfer
         restrictions and liquidated damages provisions will be eliminated, as
         appropriate) to be issued under the Exchange Securities Indenture.

                  "EXCHANGE SECURITIES INDENTURE" shall mean the Indenture or an
         indenture among the Issuer, the Guarantors and the Exchange Securities
         Trustee, identical in all material respects to the Indenture (except
         that the transfer restrictions and liquidated damages provisions will
         be eliminated, as appropriate), which may be the Indenture if in the
         terms thereof appropriate provision is made for the Exchange
         Securities.

                  "EXCHANGE SECURITIES TRUSTEE" shall mean the Trustee or a bank
         or trust company satisfactory to the Initial Purchasers, as trustee
         with respect to the Exchange Securities under the Exchange Securities
         Indenture. For the purposes of the Exchange Securities Indenture, The
         Bank of New York is deemed satisfactory to the Initial Purchasers.

                  "EXCHANGING DEALER" shall mean any Holder (which may include
         any Initial Purchaser) that is a Broker-Dealer and elects to exchange
         for Exchange Securities any Securities that it acquired for its own
         account as a result of market-making activities or other trading
         activities (but not directly from any Issuer or any Affiliate of any
         Issuer) for Exchange Securities.

                  "FINAL MEMORANDUM" shall mean the offering memorandum, dated
         June 3, 2004, relating to the Securities, including any and all
         supplements or exhibits thereto and any information incorporated by
         reference therein as of such date.

                  "GUARANTEE" shall have the meaning set forth in the preamble
         hereto.

                  "GUARANTORS" shall have the meaning set forth in the preamble
         hereto.

                  "HOLDER" shall have the meaning set forth in the preamble
         hereto.

                  "HOLDINGS" shall have the meaning set forth in the preamble
         hereto.

                  "INDENTURE" shall mean that certain Indenture relating to the
         Securities, dated as of June 8, 2004, among the Issuer, the Parent
         Guarantor and The Bank of New York, 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.


                                     3



                  "ISSUER" shall have the meaning set forth in the preamble
         hereto.

                  "LIQUIDATED DAMAGES" shall have the meaning set forth in
         Section 8 hereof.

                  "LOSSES" shall have the meaning set forth in Section 6(d)
         hereof.

                  "MAJORITY HOLDERS" shall mean, on any date, Holders of a
         majority of the aggregate principal amount of Securities and Exchange
         Securities registered under a Registration Statement.

                  "MANAGING UNDERWRITERS" shall mean the investment banker or
         investment bankers and manager or managers who administer an
         underwritten offering, if any, under a Registration Statement.

                  "NASD RULES" shall mean the Conduct Rules and the By-laws of
         the National Association of Securities Dealers, Inc.

                  "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 Securities or the Exchange Securities covered by such Registration
         Statement, and all amendments and supplements thereto, including any
         and all exhibits thereto and any information 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 Issuer to issue and deliver to the Holders of Securities, which
         Holders are not prohibited by any law or policy of the Commission from
         participating in such offer, in exchange for the Securities, a like
         aggregate principal amount of the Exchange Securities.

                  "REGISTRABLE SECURITIES" shall mean (i) Securities other than
         those that have been (A) registered under a Registration Statement and
         disposed of in accordance therewith or (B) distributed to the public
         pursuant to Rule 144 under the Act or any successor rule or regulation
         thereto that may be adopted by the Commission and (ii) any Exchange
         Securities the resale of which by the Holder thereof requires
         compliance with the prospectus delivery requirements of the Act.

                  "REGISTRATION STATEMENT" shall mean any Exchange Offer
         Registration Statement or Shelf Registration Statement that covers any
         of the Securities or the


                                   4



         Exchange Securities 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.

                 "SECURITIES" shall have the meaning set forth in the preamble
         hereto.

                  "SHELF REGISTRATION" shall mean a registration effected
          pursuant to Section 3 hereof.

                  "SHELF REGISTRATION PERIOD" shall have the meaning set forth
         in Section 3(b)(ii) hereof.

                  "SHELF REGISTRATION STATEMENT" shall mean a "shelf"
         registration statement of the Issuer pursuant to the provisions of
         Section 3 hereof which covers some or all of the Securities or Exchange
         Securities, 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.

                  "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of
         1939, as amended, and the rules and regulations of the Commission
         promulgated thereunder.

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

                  "UNDERWRITER" shall mean any underwriter of Securities in
         connection with an offering thereof under a Shelf Registration
         Statement.

2.       Registered Exchange Offer.
         -------------------------

         (a)      The Issuer shall prepare and use its reasonable best efforts
to file with the Commission and cause to become effective the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The Issuer
shall use its reasonable best efforts to cause the Registered Exchange Offer to
be completed under the Act within 270 days of the Closing Date.

         (b)      Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuer shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for Exchange Securities (assuming that such
Holder (i) is not an Affiliate of the Issuer, (ii) acquires the Exchange
Securities in the ordinary course of

                                  5



such Holder's business, (iii) has no arrangements with any person to participate
in the distribution of the Exchange Securities, (iv) is not prohibited by any
law or policy of the Commission from participating in the Registered Exchange
Offer and (v) is not an Initial Purchaser holding Securities that have the
status of an unsold allotment remaining from the initial distribution of the
Securities) to trade such Exchange Securities 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.

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

                            (i)       mail or cause to be mailed 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 at least 20 Business Days (or longer if required by
                   applicable law) after the date notice thereof is mailed to
                   the Holders;

                            (iii)     use its reasonable best 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 Securities by Exchanging Dealers during the Exchange
                   Offer Registration Period;

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

                            (v)       permit Holders to withdraw tendered
                   Securities 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 Issuer is conducting
                   the Registered Exchange Offer in reliance on the position of
                   the Commission in Exxon Capital Holdings Corporation (pub.
                   avail. May 13, 1988), Morgan Stanley & Co., Inc. (pub. avail.
                   June 5, 1991) and (B) including a representation that the
                   Issuer has not entered into any arrangement or understanding
                   with any person to distribute the Exchange Securities to be
                   received in the Registered Exchange Offer and that, to the
                   best of the Issuer's information and belief, each Holder
                   participating in the


                                       6



                   Registered Exchange Offer is acquiring the Exchange
                   Securities in the ordinary course of business and has no
                   arrangement or understanding with any person to participate
                   in the distribution of the Exchange Securities; and

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

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

                           (i)      accept for exchange all Securities tendered
                   and not validly withdrawn pursuant to the Registered Exchange
                   Offer;

                           (ii)     deliver to the Trustee for cancellation in
                   accordance with Section 4(s) hereof all Securities so
                   accepted for exchange; and

                           (iii)    cause the Exchange Securities Trustee
                   promptly to authenticate and deliver to each Holder of
                   Securities a principal amount of Exchange Securities equal to
                   the principal amount of the Securities 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 Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely 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), 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, which 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 if
the resales are of Exchange Securities obtained by such Holder in exchange for
Securities acquired by such Holder directly from any Issuer or any Affiliate of
any Issuer. Accordingly, each Holder participating in the Registered Exchange
Offer shall be required to represent to the Issuer that, at the time of the
consummation of the Registered Exchange Offer:

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


                                      7




                   (ii)      such Holder shall have no arrangement or
         understanding with any person to participate in the distribution within
         the meaning of the Act of the Securities or the Exchange Securities;

                   (iii)    such Holder is not an Affiliate of the Issuer or any
         Guarantor; and

                   (iv)     if such Holder is an Exchanging Dealer, then such
         Holder will deliver a Prospectus in connection with a sale of any
         Exchange Securities received by such Holder pursuant to the Registered
         Exchange Offer.

         (f)      If any Initial Purchaser determines that it is not eligible
to participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Issuer shall issue and deliver to such Initial
Purchaser or the person purchasing Exchange Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of Exchange
Securities. The Issuer shall use its reasonable best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number and International Securities
Identification Number ("ISIN") for such Exchange Securities as for Exchange
Securities 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 Issuer determines upon advice of their
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 Registered
Exchange Offer is not consummated within 270 days of the Closing Date; (iii) any
Initial Purchaser so requests with respect to Securities that are not eligible
to be exchanged for Exchange Securities in the Registered Exchange Offer and
that 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 (v) in the case of any Initial Purchaser
that participates in the Registered Exchange Offer or acquires Exchange
Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not
receive freely tradeable Exchange Securities in exchange for Securities
constituting any portion of an unsold allotment (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 Securities acquired in exchange for such
Securities shall result in such Exchange Securities being not "freely
tradeable;" and (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of Exchange Securities acquired in the
Registered Exchange Offer in exchange for Securities

                                    8



acquired as a result of market-making activities or other trading activities
shall not result in such Exchange Securities being not "freely tradeable"), the
Issuer shall file and use its reasonable best efforts to cause to become and
keep effective a Shelf Registration Statement in accordance with subsection (b)
below.

         (b)      (i)  The Issuer shall use its reasonable best efforts to as
promptly as practicable file with the Commission and shall use its reasonable
best efforts to cause to be declared effective under the Act within 270 days, a
Shelf Registration Statement relating to the offer and sale of the Securities or
the Exchange Securities, 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 Securities 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 Securities
received by an Initial Purchaser in exchange for Securities constituting any
portion of an unsold allotment, the Issuer 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 Issuer shall use its reasonable best efforts to
         keep the Shelf Registration Statement continuously effective,
         supplemented and amended as required by the Act, in order to permit the
         Prospectus forming part thereof to be usable by Holders for a period
         from the date the Shelf Registration Statement is declared effective by
         the Commission until the earliest of: (A) the second anniversary of the
         Closing Date, (B) the date upon which all the Securities or Exchange
         Securities, as applicable, covered by the Shelf Registration Statement
         have been sold pursuant to the Shelf Registration Statement or (C) the
         date upon which the Securities or Exchange Securities, as applicable,
         covered by the Shelf Registration Statement become eligible for resale,
         without regard to volume, manner of sale or other restrictions
         contained in Rule 144 under the Act pursuant to paragraph (k) thereof
         (in any such case, the "SHELF REGISTRATION PERIOD"). The Issuer shall
         be deemed not to have used its reasonable best efforts to keep the
         Shelf Registration Statement effective during the Shelf Registration
         Period if it voluntarily takes any action that would result in Holders
         of Securities covered thereby not being able to offer and sell such
         Securities at any time during the Shelf Registration Period, unless
         such action is (x) required by applicable law or otherwise taken

                                    9



         by the Issuer in good faith and for valid business reasons (not
         including avoidance of the Issuer's obligations hereunder), including
         the acquisition or divestiture of assets and (y) permitted pursuant to
         Section 4(k)(ii) hereof.

                   (iii)    The Issuer 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 case of the Prospectus, in the light of the
         circumstances under which they were made) not misleading.

         4.       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 Issuer shall:

                          (i)      furnish to counsel for the Initial Purchasers
                 and to counsel for the Holders, not less than two (2) 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 all documents incorporated by reference
                 therein after the initial filing) and shall use its
                 commercially reasonable best efforts to reflect in each such
                 document, when so filed with the Commission, such comments as
                 counsel to the Holders or counsel for the Initial Purchasers
                 reasonably propose;

                          (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, as
                 applicable, of Regulation S-K in the Prospectus contained in
                 the Exchange Offer Registration Statement or Shelf Registration
                 Statement; and


                                  10




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

                (b)      The Issuer shall use its reasonable best efforts to
ensure that:

                         (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

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

                         (i)      when a 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 after the
                 effective date 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 institution of any proceeding for that
                 purpose;

                         (iv)     of the receipt by the Issuer of any
                 notification with respect to the suspension of the
                 qualification of the securities included therein for sale in
                 any jurisdiction or the institution 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, they (A) do not contain any untrue
                 statement of a material fact and (B) do not omit to state


                                  11




                 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 Issuer shall use its commercially reasonable best
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.

                (e)      The Issuer shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one (1)
copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

                (f)      The Issuer shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including the
Preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Issuer 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 Issuer shall furnish to each Exchanging Dealer
which so requests, without charge, at least one (1) conformed copy of the
Exchange Offer Registration Statement and any post-effective amendments 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 Issuer 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 amendments or supplements thereto as any such person may
reasonably request. The Issuer consents to the use of the Prospectus or any
amendments or supplements 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 Securities 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 Securities pursuant to any Registration Statement, the Issuer shall
arrange, if

                                 12



necessary, for the registration or qualification of the Securities or the
Exchange Securities for sale under the laws of such jurisdictions as any Holder
shall reasonably request and shall maintain such qualification in effect so long
as required; provided that in no event shall the Issuer be obligated to qualify
to do business in any jurisdiction where it is not then so qualified or to take
any action that would subject it to service of process in suits, other than
those arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject or to subject itself to taxation in excess of a
nominal amount in respect of doing business in such jurisdiction.

                (j)      The Issuer shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing Exchange Securities or Securities 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 in writing at
least three (3) Business Days prior to the closing date of any sales of Exchange
Securities.

                (k)      (i)  Upon the occurrence of any event contemplated by
subsections (c) (ii) through (v) above, the Issuer shall promptly (or within the
time period provided for by clause (ii) hereof, if applicable) 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 the Initial Purchasers of the
Securities included therein, the Prospectus shall not include an 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 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 hereof shall be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 4(c) hereof to and including the date when the Initial Purchasers, the
Holders of the Securities and any known Exchanging Dealer shall have received
such amended or supplemented Prospectus pursuant to this Section 4(k).

                         (ii)     Upon the occurrence or existence of any
                 pending corporate development or any other material event that,
                 in the reasonable judgment of the Issuer, makes it appropriate
                 to suspend the availability of a Shelf Registration Statement
                 and the related Prospectus, the Issuer shall give notice
                 (without notice of the nature or details of such events) to the
                 Holders that the availability of the Shelf Registration is
                 suspended and, upon actual receipt of any such notice, each
                 Holder agrees not to sell any Registrable Securities pursuant
                 to the Shelf Registration until such Holder's receipt of copies
                 of the supplemented or amended Prospectus provided for in
                 Section 3(a)(i) hereof,


                                13



                 or until it is advised in writing by the Issuer 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 period
                 during which the availability of the Shelf Registration and any
                 Prospectus is suspended (the "DEFERRAL PERIOD") (1) shall not
                 exceed 60 consecutive days, (2) shall not occur more than three
                 times during any calendar year and (3) shall extend the number
                 of days the Shelf Registration or any Prospectus is available
                 by an amount equal to the Deferral Period. Any Liquidated
                 Damages payable pursuant to Section 8(a)(iii) shall cease to
                 accrue during any Deferral Period.

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

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

                 (n)      The Issuer shall cause the Exchange Securities
Indenture to be qualified under the Trust Indenture Act as required by
applicable law in a timely manner.

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

                 (p)      In the case of any Shelf Registration Statement, upon
the request of the Majority Holders, the Issuer shall enter into customary
agreements (including, if requested, one underwriting agreement in customary
form) and take all other appropriate actions, if any, as the Majority Holders
shall reasonably request in order to expedite or facilitate the registration or
the disposition of the Securities, 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 6 hereof.


                                 14




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

                          (i)      make reasonably available for inspection at a
                 location where they are normally kept and during normal
                 business hours by the Majority Holders of Securities to be
                 registered thereunder, any underwriter participating in any
                 disposition pursuant to such Registration Statement and any
                 attorney, accountant or other agent retained by such Holders or
                 any such underwriter, all relevant financial and other records
                 and pertinent corporate documents of the Issuer and its
                 subsidiaries;

                          (ii)     use its reasonable best efforts to cause its
                 officers, directors, employees, accountants and auditors to
                 supply all relevant information requested by the Holders or any
                 such underwriter, attorney, accountant or agent (each, an
                 "INSPECTOR") in connection with any such Registration Statement
                 as is customary for similar due diligence examinations;
                 provided, however, that such Inspector shall first agree in
                 writing with the Issuer that any information that is reasonably
                 and in good faith designated by the Issuer in writing as
                 confidential at the time of delivery of such information shall
                 be kept confidential by such Inspector, unless (1) disclosure
                 of such information is required by court or administrative
                 order or is necessary to respond to inquiries of regulatory
                 authorities, (2) disclosure of such information is required by
                 law (including any disclosure requirements pursuant to federal
                 securities laws in connection with the filing of such
                 Registration Statement or the use of any Prospectus), (3) such
                 information becomes generally available to the public other
                 than as a result of a disclosure or failure to safeguard such
                 information by such person or (4) such information becomes
                 available to such Inspector from a source other than the Issuer
                 and such source is not known, after due inquiry, by the
                 relevant Holder to be bound by a confidentiality agreement or
                 is not otherwise under a duty of trust to the Issuer;

                          (iii)    make such representations and warranties to
                 the Holders of Securities registered thereunder and the
                 underwriters, if any, in form, substance and scope as are
                 customarily made by issuer to underwriters in primary
                 underwritten offerings;

                          (iv)     obtain opinions of counsel to the Issuer 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;

                                    15



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

                        (vi)      deliver such documents and certificates as may
                 be reasonably requested by the Majority Holders or the Managing
                 Underwriters, if any, including those to evidence compliance
                 with Section 4(k) hereof and with any customary conditions
                 contained in the underwriting agreement or other agreement
                 entered into by the Issuer.

                 (r)      If a Registered Exchange Offer is to be consummated,
upon delivery of the Securities by Holders to the Issuer (or to such other
person as directed by the Issuer) in exchange for the Exchange Securities, the
Issuer shall mark, or caused to be marked, on the Securities so exchanged that
such Securities are being cancelled in exchange for the Exchange Securities. In
no event shall the Securities be marked as paid or otherwise satisfied.

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

        5. Registration Expenses. The Issuer shall bear all expenses incurred in
connection with the performance of its obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, shall reimburse
the Holders for the reasonable fees and disbursements of one firm or counsel
(which shall initially be [ ], but which may be another nationally recognized
law firm experienced in securities matters 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, shall reimburse the Initial
Purchasers for the reasonable fees and disbursements of counsel acting in
connection therewith, in each case which counsel shall be approved by the Issuer
(such approval not to be unreasonably withheld). Each Holder shall pay all
expenses of its counsel other than as set forth in the preceding sentence,
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Securities or Exchange Securities.

        6. Indemnification and Contribution.
           --------------------------------

                               16





                 (a)        The Issuer agrees to indemnify and hold harmless
           each Holder of Securities or Exchange Securities, as the case may be,
           covered by any Registration Statement, each Initial Purchaser and
           each Affiliate thereof and, with respect to any Prospectus delivery
           as contemplated in Section 4(h) hereof, each Exchanging Dealer, the
           directors, officers and Affiliates of each such Holder, Initial
           Purchaser or Exchanging Dealer and each person who controls any such
           Holder, Initial Purchaser or Exchanging Dealer within the meaning of
           either the Act or the Exchange Act from and against any and all
           losses, claims, damages and liabilities, joint or several, to which
           they or any of them may become subject under Section 15 of the Act,
           Section 20 of 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, 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 (in the case of any preliminary Prospectus or the
           Prospectus, in the light of the circumstances under which they were
           made) not misleading, and agree (subject to the limitations set forth
           in the proviso to this sentence) 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 Issuer shall not be liable in any such 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 Issuer by or on
           behalf of the party claiming indemnification specifically for
           inclusion therein; provided, further, that with respect to any such
           untrue statement in or omission from the Preliminary Prospectus, the
           indemnity agreement contained in this paragraph (a) shall not inure
           to the benefit of any Initial Purchaser to the extent that the sale
           to the person asserting any such loss, claim, damage or liability was
           an initial resale by such Initial Purchaser and any such loss, claim,
           damage or liability of or with respect to such Initial Purchaser
           results from the fact that both (i) a copy of the Final Prospectus
           was not sent or given to such person at or prior to the written
           confirmation of the sale of such Securities to such person and (ii)
           the untrue statement in or omission from such Preliminary Prospectus
           was corrected in the Final Prospectus unless, in either case, such
           failure to deliver the Final Prospectus was a result of
           non-compliance by the Issuer with the provisions of Section 4 hereof.
           This indemnity agreement shall be in addition to any liability that
           the Issuer may otherwise have. The Issuer shall not be liable under
           this Section 6 to any indemnified party regarding any settlement 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

                                 17



           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 is consented to by the
           Issuer, which consent shall not be unreasonably withheld.

                 (b)      Each Holder of securities covered by a Registration
           Statement (including each Initial Purchaser that is a Holder, in such
           capacity) severally and not jointly agrees to indemnify and hold
           harmless the Issuer and each of its directors, each of its officers
           who signs such Re-7gistration Statement and each person who controls
           the Issuer within the meaning of either Section 15 of the Act or
           Section 20 of the Exchange Act, to the same extent as the foregoing
           indemnity from the Issuer to each such Holder, but only with
           reference to written information relating to such Holder furnished to
           the Issuer by or on behalf of such Holder specifically for inclusion
           in the documents referred to in the foregoing indemnity. This
           indemnity agreement shall be in addition to any liability that any
           such Holder may otherwise have.

                 (c)      Promptly after receipt by an indemnified party under
           this Section 6 of notice of the commencement of any action, such
           indemnified party shall, if a claim in respect thereof is to be made
           against the indemnifying party under this Section 6, notify the
           indemnifying party in writing of the commencement thereof; but the
           failure to so notify the indemnifying party (i) shall not relieve it
           from liability under paragraph (a) or (b) of this Section 6 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) shall 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) of this Section 6. The indemnifying party
           shall be entitled to appoint counsel (including local 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, other than local counsel if not appointed by the
           indemnifying party, 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
           (including local 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 (based on the advice of counsel to the
           indemnified person), (ii) such action includes both the indemnified
           party and the indemnifying party and the indemnified party shall have
           reasonably concluded (based on the advice of counsel to the
           indemnified person) that

                                  18




           there may be legal defenses available to it and/or other indemnified
           parties that 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. It is understood
           and agreed that the indemnifying person shall not, in connection
           with any proceeding or related proceeding in the same jurisdiction,
           be liable for the reasonable fees and expenses of more than one
           separate firm (in addition to any local counsel) for all indemnified
           persons. Any such separate firm for any Initial Purchaser, its
           affiliates, directors and officers and any control persons of such
           Initial Purchaser shall be designated in writing by Morgan Stanley &
           Co. Incorporated and any such separate firm for the Issuer, the
           Guarantors and any control persons of the Issuer shall be designated
           in writing by the Issuer. In the event that (i) any Dollar Initial
           Purchaser, its affiliates, directors and officers or any control
           persons of such Dollar Initial Purchaser and (ii) any Euro Initial
           Purchaser, its affiliates, directors and officers or any control
           person of such Euro Initial Purchaser are Indemnified Persons
           collectively entitled, in connection with a proceeding in a single
           jurisdiction, to the payment of fees and expenses of a single
           separate firm under this Section 6(c), and (i) any such Dollar
           Initial Purchaser, its affiliates, directors and officers or any
           control persons of such Dollar Initial Purchaser and (ii) any such
           Euro Initial Purchaser, its affiliates, directors and officers or
           any control persons of such Euro Initial Purchaser cannot agree to a
           mutually acceptable separate firm to act as counsel thereto, then
           such separate firm for all such Indemnified Persons shall be
           designated in writing by Morgan Stanley & Co. Incorporated. An
           indemnifying party shall 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 and
           does not include any statement as to, or any concession of, fault,
           culpability or failure to act by or on behalf of any indemnified
           party.

                      (d) In the event that the indemnity provided in paragraph
           (a) or (b) of this Section 6 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 to the aggregate losses, claims, damages and
           liabilities (including legal or other expenses reasonably incurred in
           connection with investigating or defending any loss, claim,
           liability, damage or action) (collectively "LOSSES") to which such
           indemnified party may be subject in such proportion as is


                                 19




            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 be responsible, in the
            aggregate, for any amount in excess of the purchase discount or
            commission applicable to such Security, or in the case of a Exchange
            Security, applicable to the Security that was exchangeable into such
            Exchange Security, as set forth in the Purchase Agreement, 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 or not
            permitted by applicable law, 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
            Issuer shall be deemed to be equal to the total net proceeds from
            the Initial Placement (before deducting expenses) as set forth in
            the Final Memorandum. Benefits received by the Initial Purchasers
            shall be deemed to be equal to the total purchase discounts and
            commissions as set forth in the Purchase Agreement, and benefits
            received by any other Holders shall be deemed to be equal to the
            value of receiving Securities or Exchange Securities, as applicable,
            registered under the Act. 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 untrue or any alleged untrue statement of
            a material fact or omission or alleged omission to state a material
            fact 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 and any other equitable considerations
            appropriate in the circumstances. The parties agree that it would
            not be just and equitable if the amount of such 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 6(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 6(d), each person, if any, who controls a
            Holder within the meaning of either the Act or the Exchange Act and
            each director and officer of such Holder shall have the same rights
            to contribution as such Holder, and each person who controls the
            Issuer within the meaning of either Section 15 of the

                                    20



            Act or Section 20 of the Exchange Act, each officer of the Issuer
            who shall have signed the Registration Statement and each director
            of the Issuer shall have the same rights to contribution as the
            Issuer, subject in each case to the applicable terms and conditions
            of this paragraph 6(d).

                 (e)       The provisions of this Section 6 shall remain in full
            force and effect, regardless of any investigation made by or on
            behalf of any Holder or the Issuer or any of the indemnified
            persons referred to in this Section 6, and shall survive the sale
            by a Holder of securities covered by a Registration Statement.

     7.       Underwritten Registrations.
              --------------------------

            (a)      If any of the Securities or Exchange Securities, as the
case may be, covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the Managing Underwriters, if any, shall be selected by
the Majority Holders, subject to the consent of the Issuer (which shall not be
unreasonably withheld), and the Holders of Securities or Exchange Securities
covered by such Shelf Registration Statement shall be responsible for all
underwriting commissions and discounts.

            (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 Securities or Exchange Securities, 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.

     8.      Registration Defaults.
             ---------------------

            (a)      If any of the following events shall occur, then the
Issuer shall pay liquidated damages (the "LIQUIDATED DAMAGES") to the Holders of
Securities in respect of the Securities as follows:

                      (i)      if (a) neither (x) the Registered Exchange Offer
           is completed, nor (y) if required, the Shelf Registration Statement
           is declared effective, within, in each case, 270 days of the Closing
           Date, then Liquidated Damages shall accrue on the Registrable
           Securities at a rate of 0.25% per annum on the principal amount of
           such Registrable Securities for the first 90 days from and including
           such specified date and increasing by an additional 0.25% per annum
           at the beginning of each subsequent 90-day period thereafter;
           provided that Liquidated Damages in the aggregate under this Section
           8 may not exceed 1.0% per annum of the principal amount of such
           Registrable Securities; or

                                   21



                   (ii)     notwithstanding that the Issuer has consummated or
           will consummate a Registered Exchange Offer, if the Issuer is
           required to file a Shelf Registration Statement and such Shelf
           Registration Statement is not declared effective on or prior to the
           270th day following the date the filing of such Shelf Registration
           Statement is required or requested pursuant to Section 3(a), then
           Liquidated Damages shall accrue on the Registrable Securities at a
           rate of 0.25% per annum of the principal amount of such Registrable
           Securities for the first 90 days from and including such specified
           date and increasing by an additional 0.25% per annum at the beginning
           of each subsequent 90-day period thereafter; provided that Liquidated
           Damages in the aggregate under this Section 8 may not exceed 1.0% per
           annum of the principal amount of such Registrable Securities; or

                   (iii)    subject to the last sentence of Section 4(k)(ii)
           above, if the Shelf Registration Statement required by Section 3(a)
           of this Agreement has been declared effective but thereafter ceases
           to be effective at any time at which it is required to be effective
           under this Agreement and such failure to remain effective exists for
           more than 30 consecutive days or more than 60 days (whether or not
           consecutive) during the period for which the Shelf Registration
           Statement is required, then commencing on the 31st day or 61st day,
           as applicable, following the date on which such Shelf Registration
           Statement ceases to be effective, Liquidated Damages shall accrue on
           the Registrable Securities at a rate of 0.25% per annum of the
           principal amount of such Registrable Securities for the first 90 days
           from and including such 31st day or 61st day, as applicable,
           following the date on which such Shelf Registration Statement ceases
           to be effective and increasing by an additional 0.25% per annum at
           the beginning of each subsequent 90-day period thereafter; provided
           that Liquidated Damages in the aggregate under this Section 8 may not
           exceed 1.0% per annum of the principal amount of such Registrable
           Securities;

provided, however, that upon (1) the completion of the Exchange Offer (in the
case of paragraph (i) above), (2) the effectiveness of the Shelf Registration
Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the
Shelf Registration Statement which had ceased to remain effective (in the case
of paragraph (iii) above), Liquidated Damages shall cease to accrue.

        (b)      The Issuer shall notify the Trustee in writing within one
Business Day after each and every date on which an event occurs in respect of
which Liquidated Damages are required to be paid and within one Business Day
after such Liquidated Damages cease to accrue. Any amounts of Liquidated Damages
due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be
payable in cash on each interest

                                   22




payment date specified by the Indenture to the record holder entitled to receive
the interest payment to be made on such date, commencing with the first such
date occurring after any such Liquidated Damages commences to accrue.

         (c)      The parties hereto agree that the liquidated damages in the
form of Liquidated Damages provided for in this Section 8 constitute a
reasonable estimate of and are intended to constitute the sole damages payable
under this Agreement that will be suffered by Holders of Securities by reason of
the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf
Registration Statement, if required hereby, to be declared effective, or (iii)
the Shelf Registration Statement to remain effective (and the prospectus
contained therein to remain usable), in each case to the extent required by this
Agreement.

     9.       No Inconsistent Agreements.  The Issuer has not entered into, and
agrees not to enter into, any agreement with respect to its  securities that is
inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.

    10.       Amendments and Waivers. The provisions of this Agreement may not
be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Issuer has
obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; provided that, with
respect to any matter that directly or indirectly affects the rights and
obligations of any Initial Purchaser hereunder, the Issuer shall obtain the
written consent of each such Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective; provided,
further, that no amendment, qualification, supplement, waiver or consent with
respect to Section 8 hereof shall be effective as against any Holder of
Registered Securities unless consented to in writing by such Holder; and
provided, further, that the provisions of this Article 10 may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Issuer has obtained the
written consent of the Initial Purchasers and each Holder. Notwithstanding the
foregoing (except the foregoing provisos), a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or Exchange Securities, 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 Majority
Holders, determined on the basis of Securities or Exchange Securities, as the
case may be, being sold rather than registered under such Registration
Statement.

    11.      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:

                                   23



          (a) if to a Holder, at the most current address given by such Holder
     to the Issuer in accordance with the provisions of this Section 11, which
     address initially is, with respect to each Holder, the address of such
     Holder maintained by the Registrar (as such term is defined in the
     Indenture) under the Indenture;

          (b) if to the Initial Purchasers, initially at the address or
     addresses set forth in the Purchase Agreement; and

          (c) if to the Issuer or any Guarantor, 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 Issuer by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.

        12. Remedies. Each Holder, in addition to being entitled to exercise all
rights provided to it herein, in the Indenture or in the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The Issuer
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by them of the provisions of this Agreement and
hereby agree to waive in any action for specific performance the defense that a
remedy at law would be adequate.

        13. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their respective successors and assigns,
including, without the need for an express assignment or any consent by the
Issuer thereto, subsequent Holders of Securities and the Exchange Securities,
and the indemnified persons referred to in Section 6 hereof. The Issuer hereby
agrees to extend the benefits of this Agreement to any Holder of Securities and
the Exchange Securities, and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.

        14. Counterparts.  This Agreement may be signed in one or more
counterparts which may be delivered in original form or by telecopier, each of
which when so executed shall constitute an original and all of which together
shall constitute one and the same agreement.

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

        16. 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

                                 24



performed in the State of New York. The parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Agreement.

        17. Severability. In the event that any one or 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.

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

                            [Signature pages follow.]





                                     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 letter and your acceptance shall represent a binding agreement by and among
the Issuer, the Parent Guarantor and the several Initial Purchasers.

                                                Very truly yours,

                                      BCP CAYLUX HOLDINGS LUXEMBOURG S.C.A.



                                      By its Manager BCP CAYLUX HOLDINGS LTD. 1

                                      By:   /s/ Benjamin J. Jenkins
                                            --------------------------------
                                            Name:  Benjamin J. Jenkins
                                            Title: Authorized Person



                                      BCP CRYSTAL HOLDINGS LTD. 2

                                      By:   /s/ Benjamin J. Jenkins
                                            --------------------------------
                                            Name:  Benjamin J. Jenkins
                                            Title: Authorized Person








                                      26




Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
Banc of America Securities LLC


Acting severally on behalf of themselves and the
     several Initial Purchasers.

By:  Morgan Stanley & Co. Incorporated
By:  /s/ Bryan W. Andrzejewski
     -----------------------------------------------------
     Name:  Bryan W. Andrzejewski
     Title: Executive Director






                                     27








                                                                        ANNEX A

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it shall deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a Prospectus, a
broker-dealer shall not be deemed to admit that it is an "underwriter" within
the meaning of the 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 Securities received in exchange for Securities where such Securities
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Issuer has agreed that, for a period of 90 days
after consummation of the Registered Exchange Offer, they shall make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution".









                                 A-1






                                                                        ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it shall deliver a Prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution".








                                       B-1



                                                                        ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a Prospectus in connection with any resale of such Exchange Securities.
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 Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. The Issuer has
agreed that, for a period of 90 days after the consummation of the Registered
Exchange Offer, it will make this Prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until __________, 20___, all dealers effecting transactions in the
Exchange Securities may be required to deliver a Prospectus.

         The Issuer will not receive any proceeds from any sale of Exchange
Securities by brokers-dealers. Exchange Securities received by broker-dealers
for their own account pursuant to the Registered 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
Securities 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 Securities. Any broker-dealer that resells Exchange Securities
that were received by it for its own account pursuant to the Registered Exchange
Offer and any broker or dealer that participates in a distribution of such
Exchange Securities may be deemed to be an "underwriter" within the meaning of
the Act and any profit of any such resale of Exchange Securities and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the 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 Act.

         For a period of 90 days after the consummation of the Registered
Exchange Offer, the Issuer will promptly send additional copies of this
Prospectus and any amendments or supplements to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The
Issuer has agreed to pay all expenses incident to the Registered Exchange Offer
(including the expenses of one counsel for the holder of the Securities) other
than commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Act.

         [If applicable, add information required by Regulation S-K Items 507
and/or 508.]

                                   C-1



                                                                        ANNEX D

                LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

1.       PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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:
                                    ----------------------------------

                                    ----------------------------------

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



                                   D-1