Preview | Registration Rights Agreement |

OPTI Canada Inc., a Canadian corporation (the ?Issuer?), proposes to issue and sell to Credit Suisse Securities (USA) LLC, RBC Capital Markets Corporation, TD Securities (USA) LLC, Greenwich Capital Markets, Inc., Scotia Capital (USA) Inc., BNP Paribas Securities Corp. and SG Americas Securities, LLC (collectively, the ?Initial Purchasers?), upon the terms set forth in a purchase agreement of even date herewith (the ?Purchase Agreement?), US$1,000,000,000 aggregate principal amount of its 8¹/4% Senior Secured Notes due 2014 (the ?Initial Securities?) to be unconditionally guaranteed by OPTI G.P. Inc., a Canadian corporation, and OPTI Long Lake L.P., a limited partnership formed under the laws of the Province of Alberta (the ?Guarantors? and, together with the Issuer, the ?Company?). The Initial Securities will be issued pursuant to an Indenture, dated as of December 15, 2006, (the ?Indenture?) among the Issuer, the Guarantors named therein and The Bank of New York (the ?Trustee?). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the ?Holders?), as follows:

1. Registered Exchange Offer. Unless not permitted by applicable law, the Company shall, at its own cost, prepare and file with the United States Securities and Exchange Commission (the ?Commission?) a registration statement (the ?Exchange Offer Registration Statement?) on an appropriate form under the United States Securities Act of 1933, as amended (the ?Securities Act?), with respect to a proposed offer (the ?Registered Exchange Offer?) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the ?Exchange Securities?) of the Company issued under

the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 410 days (or if the 410th day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the ?Issue Date?) of the Initial Securities and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the ?Exchange Offer Registration Period?).

If the Company commences the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.

Following the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder?s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

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