**REGISTRATION RIGHTS AGREEMENT**     This Registration Rights Agreement (this “Agreement”) is made as of April 30, 2010 by andamong LyondellBasell Industries N.V., a public limited liability company (naamloze vennootschap)formed under the laws of The Netherlands (the “Parent Guarantor”), Lyondell Chemical Company, aDelaware corporation (the “Company”), the Subsidiary Guarantors identified on the signature pageshereto and the Holders (as defined below). Capitalized terms used but not otherwise defined hereinare defined in Section 1 hereof.     This Agreement is made pursuant to the Plan of Reorganization (as defined below) and theIndenture (as defined below) relating to the 11% Senior Secured Notes due 2018 (the “Notes”), forthe benefit of the Holders from time to time. The Notes are fully and unconditionally guaranteed(the “Guarantees”) by the Parent Guarantor and the Subsidiary Guarantors (collectively, the“Guarantors”) pursuant to the Indenture. The Notes and the Guarantees attached thereto are hereincollectively referred to as the “Securities.”     The parties hereby agree as follows:     SECTION 1. *Definitions*. As used in this Agreement, the following capitalized terms shall havethe following meanings:     *8% Notes:*The 8% Senior Secured Notes due 2017 issued by LBI Escrow Corporation on April 8,2010, to be assumed by the Company and guaranteed by the Guarantors on the date of this Agreement.     *8% Notes Registration Rights Agreement:*The Registration Rights Agreement dated as of April 8,2010 by and among LBI Escrow Corporation, the Parent Guarantor and the initial purchasers namedtherein, as amended on the date of this Agreement.     *Business Day:*Any day other than a Saturday, Sunday or other day on which bankinginstitutions or trust companies are authorized or required by law to close in New York City, Londonor The Netherlands.     *Commission:*The United States Securities and Exchange Commission.     *Effectiveness Target Date:*The date that is the earlier of (1) 365 days after the date ofthis Agreement or if such 365th day is not a Business Day, the next succeeding Business Day and (2)the date that the Exchange Offer Registration Statement required by the 8% Notes RegistrationRights Agreement is declared effective by the Commission.     *Exchange Act:*The Securities Exchange Act of 1934, as amended.     *Exchange Offer:*The registration by the Company under the Securities Act of the offer toexchange the 8% Notes for a like principal amount of similar notes that have been registered underthe Securities Act, which offer to exchange is required to be made pursuant to the 8% NotesRegistration Rights Agreement.
 

 
     *Exchange Offer Registration Statement:*The Registration Statement relating to the ExchangeOffer, including the related Prospectus.     *FINRA:*Financial Industry Regulatory Authority, Inc.     *Holders:*As defined in Section 2(b) hereof.     *Indemnified Holder:*As defined in Section 7(a) hereof.     *Indenture:*The Indenture, dated as of April 30, 2010, by and among the Company, theGuarantors and Wells Fargo Bank, N.A., as trustee and collateral agent, pursuant to which theSecurities are to be issued, as such Indenture is amended or supplemented from time to time inaccordance with the terms thereof.     *Initial Placement:*The issuance by the Company of the Securities to the Holders pursuant tothe Plan of Reorganization.     *Notes:*As defined in the preamble hereto.     *Person:*An individual, partnership, corporation, trust or unincorporated organization, or agovernment or agency or political subdivision thereof.     *Plan of Reorganization:*The Plan of Reorganization of LyondellBasell Industries AF S.C.A. andcertain of its subsidiaries and affiliates under chapter 11, title 11 of the United States Code, 11U.S.C. §§101-1532.     *Prospectus:*The prospectus included in a Registration Statement, as amended or supplementedby any prospectus supplement and by all other amendments thereto, including post-effectiveamendments, and all material incorporated by reference into such Prospectus.     *Registration Default:*As defined in Section 4 hereof.     *Registration Statement:*Any registration statement of the Company relating to theregistration for resale of Transfer Restricted Securities pursuant to the Shelf RegistrationStatement, which is filed pursuant to the provisions of this Agreement, in each case, including theProspectus included therein, all amendments and supplements thereto (including post-effectiveamendments) and all exhibits and material incorporated by reference therein.     *Securities:*As defined in the preamble hereto.     *Securities Act:*The Securities Act of 1933, as amended.     *Shelf Filing Deadline:*As defined in Section 3(a) hereof.     *Shelf Registration Statement:*As defined in Section 3(a) hereof.     *Transfer Restricted Securities:*Each Security owned by a Holder, until the earliest to occurof (a) the date on which such Security has been effectively registered under the Securities Act anddisposed of in accordance with a Shelf Registration Statement pursuant to this Agreement,
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 (b) the date on which such securities are disposed of pursuant to Rule 144 (or anysuccessor rule then in effect) promulgated under the Securities Act and (c) the date on which suchSecurities cease to be outstanding and have been cancelled by the Trustee pursuant to the terms ofthe Indenture.     *Trust Indenture Act:*The Trust Indenture Act of 1939, as amended.     *Underwritten Registration or Underwritten Offering:*A registration in which TransferRestricted Securities are sold to an underwriter for reoffering to the public.     SECTION 2. *Securities Subject to this Agreement*.     (a) *Transfer Restricted Securities.*The securities entitled to the benefits of this Agreementare the Transfer Restricted Securities.     (b) *Holders of Transfer Restricted Securities.*A Person is deemed to be a holder of TransferRestricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.Each Holder on the date of this Agreement is identified as such on the signature pages hereto.     SECTION 3. *Shelf Registration*.     (a) Unless there are no Transfer Restricted Securities outstanding, each of the Company andthe Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with theCommission as soon as reasonably practicable but in any event no later than the EffectivenessTarget Date, a shelf registration statement pursuant to Rule 415 under the Securities Act (the“Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales ofall Transfer Restricted Securities the Holders of which shall have provided the informationrequired pursuant to Section 3(c) hereof, (ii) use their commercially reasonable efforts to causesuch Shelf Registration Statement to be declared effective by the Commission as soon as reasonablypracticable but in any event no later than the Effectiveness Target Date and (iii) in connectionwith the foregoing, file (A) all pre-effective amendments to such Shelf Registration Statement asmay be necessary in order to cause such Shelf Registration Statement to become effective, (B) ifapplicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A underthe Securities Act and (C) cause all necessary filings in connection with the registration andqualification for resale of the Transfer Restricted Securities to be made under the statesecurities or blue sky laws of such jurisdictions as are necessary. The Shelf RegistrationStatement shall be on the appropriate form permitting resales of Transfer Restricted Securitiesheld by the Holders as contemplated by this Agreement.     (b) Each of the Company and the Guarantors shall use its commercially reasonable efforts tokeep such Shelf Registration Statement continuously effective, supplemented and amended as requiredby the provisions of Sections 5(a) and (b) hereof to the extent necessary to ensure that it isavailable for resales of Securities by the Holders of Transfer Restricted Securities entitled tothe benefit of this Section 3, and to ensure that it conforms with the requirements of thisAgreement, the Securities Act and the policies, rules and regulations of the Commission asannounced from time to time, for a period ending on the earlier of (i) the date when all theTransfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant
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to such Shelf Registration Statement and (ii) the date when there are no Transfer Restrictedoutstanding (the “Shelf Registration Period”).     (c) No Holder of Transfer Restricted Securities may include any of its Transfer RestrictedSecurities in any Shelf Registration Statement pursuant to this Agreement unless and until suchHolder furnishes to the Company in writing, within 20 Business Days after receipt of a requesttherefor, such information as the Company may reasonably request for use in connection with anyShelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holderas to which any Shelf Registration Statement is being effected agrees to furnish promptly to theCompany all information required to be disclosed in order to make the information previouslyfurnished to the Company by such Holder not to contain an untrue statement of material fact or omitto state any fact necessary to make the statement therein not misleading.     SECTION 4. *Additional Interest.*If the Shelf Registration Statement (x) does not becomeeffective on or prior to the Effectiveness Target Date, or (y) becomes effective but thereafterceases to be effective or the corresponding Prospectus fails to be usable for its intended purposeat any time during the Shelf Registration Period, and such failure to remain effective or usableexists for more than 60 days (whether or not consecutive) in any 12-month period (each such eventreferred to in the foregoing clauses (x) or (y) a “Registration Default”), the Company herebyagrees that the interest rate borne by the Transfer Restricted Securities shall be increased by0.25% per annum during the 90-day period immediately following the occurrence of any RegistrationDefault and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but inno event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of allRegistration Defaults relating to any particular Transfer Restricted Securities, (y) the date onwhich there are no outstanding Transfer Restricted Securities and (z) the date that is two and onehalf years after the Release Date, the interest rate borne by the relevant Transfer RestrictedSecurities will be reduced to the original interest rate borne by such Transfer RestrictedSecurities; *provided*, *however*, that, if after any such reduction in interest rate, a differentRegistration Default occurs, the interest rate borne by the relevant Transfer Restricted Securitiesshall again be increased pursuant to the foregoing provisions.     Notwithstanding the foregoing, the amount of Additional Interest payable shall not increasebecause more than one Registration Default has occurred and is pending.     All obligations of the Company and the Guarantors set forth in the preceding paragraph thatare outstanding with respect to any Transfer Restricted Security at the time such security ceasesto be a Transfer Restricted Security shall survive until such time as all such obligations withrespect to such security shall have been satisfied in full.     SECTION 5. *Registration Procedures*.     (a) *Shelf Registration Statement.*In connection with the Shelf Registration Statement, eachof the Company and the Guarantors shall comply with all the provisions of Section 5(b) hereof andshall use its commercially reasonable efforts to effect such registration (unless automaticallydeclared effective) to permit the sale of the Transfer Restricted Securities being sold inaccordance with the intended method or methods of distribution thereof, and pursuant thereto eachof the Company and the Guarantors will as soon as commercially reasonable prepare
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 and file with the Commission a Registration Statement relating to the registration on anyappropriate form under the Securities Act, which form shall be available for the sale of theTransfer Restricted Securities in accordance with the intended method or methods of distributionthereof.     (b) *General Provisions.*In connection with any Registration Statement and any Prospectusrequired by this Agreement to permit the sale or resale of Transfer Restricted Securities, each ofthe Company and the Guarantors shall:     (i) use its commercially reasonable efforts to keep such Registration Statementcontinuously effective during the period of this Agreement and provide all requisitefinancial statements (including, if required by the Securities Act or any regulationthereunder, financial statements of the Guarantors for the period specified in Section 3hereof; upon the occurrence of any event that would cause any such Registration Statement orthe Prospectus contained therein (A) to contain a material misstatement or omission or (B)not to be effective and usable for resale of Transfer Restricted Securities during theperiod required by this Agreement, the Company shall file promptly an appropriate amendmentto such Registration Statement, in the case of clause (A), correcting any such misstatementor omission, and, in the case of either clause (A) or (B), use its commercially reasonableefforts to cause such amendment to be declared effective (unless automatically declaredeffective) and such Registration Statement and the related Prospectus to become usable fortheir intended purpose(s) as soon as practicable thereafter;     (ii) prepare and file with the Commission such amendments and post-effective amendmentsto the applicable Registration Statement as may be necessary to keep the RegistrationStatement effective for the applicable period set forth in Section 3 hereof, or such shorterperiod as will terminate when all Transfer Restricted Securities covered by suchRegistration Statement have been sold; cause the Prospectus to be supplemented by anyrequired Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424under the Securities Act, and to comply fully with the applicable provisions of Rules 424and 430A under the Securities Act in a timely manner; and comply with the provisions of theSecurities Act with respect to the disposition of all securities covered by suchRegistration Statement during the applicable period in accordance with the intended methodor methods of distribution by the sellers thereof set forth in such Registration Statementor supplement to the Prospectus;     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requestedby such Persons, to confirm such advice in writing, (A) when the Prospectus or anyProspectus supplement or post-effective amendment has been filed, and, with respect to anyRegistration Statement or any post-effective amendment thereto, when the same has becomeeffective, (B) of any request by the Commission for amendments to the Registration Statementor amendments or supplements to the Prospectus or for additional information relatingthereto, (C) of the issuance by the Commission of any stop order suspending theeffectiveness of the Registration Statement under the Securities Act or of the suspension byany state securities commission of the qualification of the Transfer Restricted Securitiesfor offering or sale in any jurisdiction, or the initiation of any proceeding for any of thepreceding purposes, (D) of the existence of any fact or the happening of
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any event that makes any statement of a material fact made in the RegistrationStatement, the Prospectus, any amendment or supplement thereto, or any document incorporatedby reference therein untrue, or that requires the making of any additions to or changes inthe Registration Statement or the Prospectus in order to make the statements therein notmisleading. If at any time the Commission shall issue any stop order suspending theeffectiveness of the Registration Statement, or any state securities commission or otherregulatory authority shall issue an order suspending the qualification or exemption fromqualification of the Transfer Restricted Securities under state securities or blue sky laws,each of the Company and the Guarantors shall use its commercially reasonable efforts toobtain the withdrawal or lifting of such order at the earliest possible time;     (iv) furnish without charge to each selling Holder named in any Registration Statement,and each of the underwriter(s), if any, before filing with the Commission, copies of anyRegistration Statement or any Prospectus included therein or any amendments or supplementsto any such Registration Statement or Prospectus (including all documents incorporated byreference after the initial filing of such Registration Statement), which documents will besubject to the review and comment of such Holders and underwriter(s) in connection with suchsale, if any, for a period of at least five Business Days, and the Company will not file anysuch Registration Statement or Prospectus or any amendment or supplement to any suchRegistration Statement or Prospectus (including all such documents incorporated byreference) to which a Holder of Transfer Restricted Securities covered by such RegistrationStatement or the underwriter(s), if any, shall reasonably object in writing within fiveBusiness Days after the receipt thereof (such objection to be deemed timely made uponconfirmation of telecopy transmission within such period). The objection of a Holder orunderwriter, if any, shall be deemed to be reasonable if such Registration Statement,amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains amaterial misstatement or omission; Notwithstanding the last two sentences, the Company shallnot be prohibited from making any filing that is, in the opinion of counsel to the Company,necessary to comply with applicable law;     (v) [Reserved];     (vi) make available, subject to customary confidentiality agreements, at reasonabletimes for inspection by the managing underwriter(s), if any, participating in anydisposition pursuant to such Registration Statement and any attorney or accountant retainedby any of the underwriter(s) or selling Holders, all financial and other records, pertinentcorporate documents and properties of each of the Company and the Guarantors and cause theCompany’s and the Guarantor’ officers, directors and employees to supply all information, ineach case as shall be reasonably necessary to enable any such Holder, underwriter, attorneyor accountant to exercise any applicable responsibilities in connection with suchRegistration Statement or any post-effective amendment thereto subsequent to the filingthereof and prior to its effectiveness and to participate in meetings with investors to theextent requested by the managing underwriter(s), if any;     (vii) if requested by any selling Holders or the underwriter(s), if any, promptlyincorporate in any Registration Statement or Prospectus, pursuant to a supplement orpost-effective amendment if necessary, such information as such selling Holders and underwriter(s),
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 if any, may reasonably request to have included therein, including,without limitation, information relating to the “Plan of Distribution” of the TransferRestricted Securities, information with respect to the principal amount of TransferRestricted Securities being sold to such underwriter(s), the purchase price being paidtherefor and any other terms of the offering of the Transfer Restricted Securities to besold in such offering; and make all required filings of such Prospectus supplement orpost-effective amendment as soon as practicable after the Company is notified of the mattersto be incorporated in such Prospectus supplement or post-effective amendment;     (viii) cause the Transfer Restricted Securities covered by the Registration Statementto be rated with the appropriate rating agencies, if so requested by the Holders of amajority in aggregate principal amount of Transfer Restricted Securities covered thereby orthe underwriter(s), if any;     (ix) furnish to each selling Holder and each of the underwriter(s), if any, withoutcharge, at least one copy of the Registration Statement, as first filed with the Commission,and of each amendment thereto, including financial statements and schedules, all documentsincorporated by reference therein and all exhibits (including exhibits incorporated thereinby reference);     (x) deliver to each selling Holder and each of the underwriter(s), if any, withoutcharge, as many copies of the Prospectus (including each preliminary prospectus) and anyamendment or supplement thereto as such Persons reasonably may request; each of the Companyand the Guarantors hereby consents to the use of the Prospectus and any amendment orsupplement thereto by each of the selling Holders and each of the underwriter(s), if any, inconnection with the offering and the sale of the Transfer Restricted Securities covered bythe Prospectus or any amendment or supplement thereto;     (xi) enter into such agreements (including an underwriting agreement), and make suchrepresentations and warranties, and take all such other commercially reasonable actions inconnection therewith in order to expedite or facilitate the disposition of the TransferRestricted Securities pursuant to any Registration Statement contemplated by this Agreement,all to such extent as may be reasonably requested by any Holder of Transfer RestrictedSecurities or underwriter in connection with any sale or resale pursuant to any RegistrationStatement contemplated by this Agreement; and whether or not an underwriting agreement isentered into and whether or not the registration is an Underwritten Registration, each ofthe Company and the Guarantors shall:     (A) furnish to each selling Holder and each underwriter, if any, in suchsubstance and scope as they may request and as are customarily made by issuers tounderwriters in primary underwritten offerings, upon the effectiveness of the ShelfRegistration Statement:     (1) a certificate, dated the date of effectiveness of the ShelfRegistration Statement, signed by (y) the President or any Vice Presidentand (z) a principal financial or accounting officer of each of the Companyand the Guarantors, confirming, as of the date thereof, the matters setforth
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in paragraphs (i), (ii) and (iii) of Section 5(e) of the purchaseagreement dated as of March 24, 2010 relating to the 8% Notes (the “8% NotesPurchase Agreement”) as if they applied to the Securities and such othermatters as such parties may reasonably request;     (2) if requested by a majority of the Holders, an opinion, dated thedate of effectiveness of the Shelf Registration Statement, of counsel forthe Company and the Guarantors, covering the matters set forth in theopinion delivered pursuant to Section 5(c) of the 8% Notes PurchaseAgreement as if they applied to the Securities and such other matter as suchparties may reasonably request, and in any event including a statement tothe effect that such counsel has participated in conferences with officersand other representatives of the Company and the Guarantors, representativesof the independent public accountants for the Company and the Guarantors,representatives of the underwriter(s), if any, and counsel to theunderwriter(s), if any, in connection with the preparation of suchRegistration Statement and the related Prospectus and have considered thematters required to be stated therein and the statements contained therein,although such counsel has not independently verified the accuracy,completeness or fairness of such statements; and that such counsel advisesthat, on the basis of the foregoing, no facts came to such counsel’sattention that caused such counsel to believe that the applicableRegistration Statement, at the time such Registration Statement or anypost-effective amendment thereto became effective, contained an untruestatement of a material fact or omitted to state a material fact required tobe stated therein or necessary to make the statements therein notmisleading, or that the Prospectus contained in such Registration Statementas of its date, contained an untrue statement of a material fact or omittedto state a material fact necessary in order to make the statements therein,in the light of the circumstances under which they were made, notmisleading. Without limiting the foregoing, such counsel may state furtherthat such counsel assumes no responsibility for, and has not independentlyverified, the accuracy, completeness or fairness of the financialstatements, notes and schedules and other financial data included in anyRegistration Statement contemplated by this Agreement or the relatedProspectus; and     (3) a customary comfort letter, dated the date of effectiveness of theShelf Registration Statement, from the Company’s independent accountants, inthe customary form and covering matters of the type customarily requested tobe covered in comfort letters by underwriters in connection with primaryunderwritten offerings, without exception;     (B) set forth in full or incorporate by reference in the underwritingagreement, if any, the indemnification provisions and procedures of Section 7 hereofwith respect to all parties to be indemnified pursuant to said Section; and
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     (C) deliver such other documents and certificates as may be reasonablyrequested by such parties to evidence compliance with Section 5(b)(xi)(A) hereof andwith any customary conditions contained in the underwriting agreement or otheragreement entered into by the Company or any of the Guarantors pursuant to thisSection 5(b)(xi), if any.     If at any time the representations and warranties of the Company and the Guarantorscontemplated in Section 5(b)(xi)(A)(1) hereof cease to be true and correct, the Company orthe Guarantors shall so advise the underwriter(s), if any, and each selling Holder promptlyand, if requested by such Persons, shall confirm such advice in writing;     (xii) prior to any public offering of Transfer Restricted Securities, cooperate withthe selling Holders, the underwriter(s), if any, and their respective counsel in connectionwith the registration and qualification of the Transfer Restricted Securities under thestate securities or blue sky laws of such jurisdictions as the selling Holders orunderwriter(s), if any, may request and do any and all other acts or things necessary oradvisable to enable the disposition in such jurisdictions of the Transfer RestrictedSecurities covered by the Shelf Registration Statement; *provided*, *however*, that neither theCompany nor the Guarantors shall be required to register or qualify as a foreign corporationwhere it is not then so qualified or to take any action that would subject it to the serviceof process in suits or to taxation, other than as to matters and transactions relating tothe Registration Statement, in any jurisdiction where it is not then so subject;     (xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitatethe timely preparation and delivery of certificates representing Transfer RestrictedSecurities to be sold and not bearing any restrictive legends; and enable such TransferRestricted Securities to be in such denominations and registered in such names as theHolders or the underwriter(s), if any, may request at least two Business Days prior to anysale of Transfer Restricted Securities made by such Holders or underwriter(s);     (xiv) use its commercially reasonable efforts to cause the Transfer RestrictedSecurities covered by the Registration Statement to be registered with or approved by suchother governmental agencies or authorities as may be necessary to enable the seller orsellers thereof or the underwriter(s), if any, to consummate the disposition of suchTransfer Restricted Securities, subject to the proviso contained in Section 5(b)(xii)hereof;     (xv) if any fact or event contemplated by Section 5(b)(iii)(D) hereof shall exist orhave occurred, prepare a supplement or post-effective amendment to the RegistrationStatement or related Prospectus or any document incorporated therein by reference or fileany other required document so that, as thereafter delivered to the purchasers of TransferRestricted Securities, the Prospectus will not contain an untrue statement of a materialfact or omit to state any material fact necessary in order to make the statements thereinnot misleading;     (xvi) provide a CUSIP number for all Securities not later than the effective date ofthe Registration Statement covering such Securities and provide the Trustee under the
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Indenture with printed certificates for such Securities which are in a form eligiblefor deposit with the Depository Trust Company and take all other action necessary to ensurethat all such Securities are eligible for deposit with the Depository Trust Company;     (xvii) cooperate and assist in any filings required to be made with the FINRA and inthe performance of any due diligence investigation by any underwriter (including any“qualified independent underwriter”) that is required to be retained in accordance with therules and regulations of the FINRA;     (xviii) otherwise use its commercially reasonable efforts to comply with all applicablerules and regulations of the Commission, and make generally available to its securityholders, as soon as practicable, a consolidated earnings statement meeting the requirementsof Rule 158 (which need not be audited) for the twelve-month period (A) commencing at theend of any fiscal quarter in which Transfer Restricted Securities are sold to underwritersin a firm commitment or best efforts Underwritten Offering or (B) if not sold tounderwriters in such an offering, beginning with the first month of the Company’s firstfiscal quarter commencing after the effective date of the Registration Statement;     (xix) cause the Indenture to be qualified under the Trust Indenture Act not later thanthe effective date of the first Registration Statement required by this Agreement, and, inconnection therewith, cooperate with the Trustee and the Holders of Transfer RestrictedSecurities to effect such changes to the Indenture as may be required for such Indenture tobe so qualified in accordance with the terms of the Trust Indenture Act; and to execute anduse its commercially reasonable efforts to cause the Trustee to execute, all documents thatmay be required to effect such changes and all other forms and documents required to befiled with the Commission to enable such Indenture to be so qualified in a timely manner;     (xx) cause all Securities covered by the Registration Statement to be listed on eachsecurities exchange or automated quotation system on which similar securities issued by theCompany are then listed if reasonably requested by the Holders of a majority in aggregateprincipal amount of Transfer Restricted Securities or the managing underwriter(s), if any;and     (xxi) provide promptly to each Holder upon request each document filed with theCommission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of anynotice from the Company of the existence of any fact of the kind described in Section 5(b)(iii)(D)hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securitiespursuant to the applicable Registration Statement until such Holder’s receipt of the copies of thesupplemented or amended Prospectus contemplated by Section 5(b)(xvi) hereof, or until it is advisedin writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and hasreceived copies of any additional or supplemental filings that are incorporated by reference in theProspectus. If so directed by the Company, each Holder will deliver to the
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Company (at the Company’s expense) all copies, other than permanent file copies then in suchHolder’s possession, of the Prospectus covering such Transfer Restricted Securities that wascurrent at the time of receipt of such notice. In the event the Company shall give any suchnotice, the time period regarding the effectiveness of such Registration Statement set forth inSection 3 or 4 hereof, as applicable, shall be extended by the number of days during the periodfrom and including the date of the giving of such notice pursuant to Section 5(b)(iii)(D) hereof toand including the date when each selling Holder covered by such Registration Statement shall havereceived the copies of the supplemented or amended Prospectus contemplated by Section 5(b)(xvi)hereof or shall have received the Advice; *provided*, *however*, that no such extension shall be takeninto account in determining whether Additional Interest is due pursuant to Section 4 hereof or theamount of such Additional Interest, it being agreed that the Company’s option to suspend use of aRegistration Statement pursuant to this paragraph shall be treated as a Registration Default forpurposes of Section 4 hereof.     SECTION 6. *Registration Expenses*.     (a) All reasonable and documented expenses incident to the Company’s and the Guarantor’sperformance of or compliance with this Agreement will be borne by the Company and the Guarantors,jointly and severally, regardless of whether a Registration Statement becomes effective, including,without limitation: (i) all registration and filing fees and expenses (including filings made byany Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independentunderwriter” and one counsel to such person, that may be required by the rules and regulations ofthe FINRA)); (ii) all fees and expenses of compliance with federal securities and state securitiesor blue sky laws; (iii) all expenses of printing, messenger and delivery services and telephone;(iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section6(b) hereof, all reasonable fees and disbursements of one counsel to the Holders of TransferRestricted Securities; (v) all application and filing fees in connection with listing theSecurities on a securities exchange or automated quotation system pursuant to the requirementsthereof, if requested pursuant to Section 5(b); and (vi) all fees and disbursements of independentcertified public accountants of the Company and the Guarantors (including the expenses of anyspecial audit and comfort letters required by or incident to such performance).     Each of the Company and the Guarantors will, in any event, bear its internal expenses(including, without limitation, all salaries and expenses of its officers and employees performinglegal or accounting duties), the expenses of any annual audit and the fees and expenses of anyPerson, including special experts, retained by the Company or the Guarantors.     (b) In connection with any Registration Statement required by this Agreement, the Company andthe Guarantors, jointly and severally, will reimburse the Holders of Transfer Restricted Securitiesbeing registered pursuant to such Registration Statement for the reasonable fees and disbursementsof not more than one counsel, which counsel shall be chosen by the Holders of a majority inprincipal amount of the Transfer Restricted Securities for whose benefit such RegistrationStatement is being prepared.
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     SECTION 7. *Indemnification*.     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and holdharmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referredto in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) therespective officers, directors, partners, employees, representatives and agents of any Holder orany controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter bereferred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and alllosses, claims, damages, liabilities, judgments, actions and reasonable expenses (including,without limitation, and as incurred, reimbursement of all reasonable costs of investigating,preparing, pursuing, settling, compromising, paying or defending any claim or action, or anyinvestigation or proceeding by any governmental agency or body, commenced or threatened, includingthe reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directlyor indirectly caused by, related to, based upon, arising out of or in connection with any untruestatement or alleged untrue statement of a material fact contained in any Registration Statement orProspectus (or any amendment or supplement thereto), or any omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make the statements therein,in the light of the circumstances under which they were made, not misleading, except insofar assuch losses, claims, damages, liabilities or expenses are caused by an untrue statement or omissionor alleged untrue statement or omission that is made in reliance upon and in conformity withinformation relating to any of the Holders, its directors, officers, employees or controllingpersons furnished in writing to the Company by any of the Holders expressly for use therein. Thisindemnity agreement shall be in addition to any liability which the Company or any Guarantor mayotherwise have.     In case any action or proceeding (including any governmental or regulatory investigation orproceeding) shall be brought or asserted against any of the Indemnified Holders with respect towhich indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (orthe Indemnified Holder controlled by such controlling person) shall promptly notify the Company andthe Guarantors in writing; *provided*, *however*, that the failure to give such notice shall notrelieve any of the Company or the Guarantors of its obligations pursuant to this Agreement. SuchIndemnified Holder shall have the right to employ its own counsel in any such action and the feesand expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors(regardless of whether it is ultimately determined that an Indemnified Holder is not entitled toindemnification hereunder). The Company and the Guarantors shall not, in connection with any onesuch action or proceeding or separate but substantially similar or related actions or proceedingsin the same jurisdiction arising out of the same general allegations or circumstances, be liablefor the reasonable fees and expenses of more than one separate firm of attorneys (in addition toany local counsel) at any time for such Indemnified Holders, which firm shall be designated by theHolders. The Company and the Guarantors shall be liable for any settlement of any such action orproceeding effected with the Company’s and the Guarantors’ prior written consent, which consentshall not be withheld unreasonably, and each of the Company and the Guarantors agree to indemnifyand hold harmless any Indemnified Holder from and against any loss, claim, damage, liability orexpense by reason of any settlement of any action effected with the written consent of the Companyand the Guarantors. The Company and the Guarantors shall not, without the prior written consent ofeach Indemnified Holder, settle or compromise or
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consent to the entry of judgment in or otherwise seek to terminate any pending or threatenedaction, claim, litigation or proceeding in respect of which indemnification or contribution may besought hereunder (whether or not any Indemnified Holder is a party thereto), unless suchsettlement, compromise, consent or termination (i) includes an unconditional release of eachIndemnified Holder from all liability arising out of such action, claim, litigation or proceedingand (ii) does not include any statements as to or any findings of fault, culpability or failure toact by or on behalf of any indemnified party.     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, toindemnify and hold harmless the Company, the Guarantors and their respective directors, officers ofthe Company and the Guarantors who sign a Registration Statement, and any Person controlling(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) theCompany or any of the Guarantors, and the respective officers, directors, partners, employees,representatives and agents of each such Person, to the same extent as the foregoing indemnity fromthe Company and the Guarantors to each of the Indemnified Holders, but only with respect to claimsand actions based on information relating to such Holder furnished in writing by such Holderexpressly for use in any Registration Statement; provided that the total amount to be indemnifiedby such Holder pursuant to this Section 7(b) shall be limited to the net proceeds (after deductingunderwriters’ discounts and commissions) received by such Holder in the offering to which suchRegistration Statement relates. In case any action or proceeding shall be brought against theCompany, the Guarantors or their respective directors or officers or any such controlling person inrespect of which indemnity may be sought against a Holder of Transfer Restricted Securities, suchHolder shall have the rights and duties given the Company and the Guarantors, and the Company, theGuarantors, their respective directors and officers and such controlling person shall have therights and duties given to each Holder by the preceding paragraph.     (c) If the indemnification provided for in this Section 7 is unavailable to an indemnifiedparty under Section 7(a) or (b) hereof (other than by reason of exceptions provided in thoseSections) in respect of any losses, claims, damages, liabilities, judgments, actions or expensesreferred to therein, then each applicable indemnifying party, in lieu of indemnifying suchindemnified party, shall contribute to the amount paid or payable by such indemnified party as aresult of such losses, claims, damages, liabilities or expenses in such proportion as isappropriate to reflect the relative benefits received by the Company and the Guarantors, on the onehand, and the Holders, on the other hand, from the Initial Placement (which in the case of theCompany and the Guarantors shall be deemed to be equal to the total gross proceeds to the Companyand the Guarantors from the Initial Placement), the amount of Additional Interest which did notbecome payable as a result of the filing of the Registration Statement resulting in such losses,claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or ifsuch allocation is not permitted by applicable law, the relative fault of the Company and theGuarantors, on the one hand, and the Holders, on the other hand, in connection with the statementsor omissions which resulted in such losses, claims, damages, liabilities or expenses, as well asany other relevant equitable considerations. The relative fault of the Company on the one hand andof the Indemnified Holder on the other shall be determined by reference to, among other things,whether the untrue or alleged untrue statement of a material fact or the omission or allegedomission to state a material fact relates to information supplied by the Company or any of theGuarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’relative intent, knowledge, access to information and opportunity to correct or prevent such statement oromission.
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 The amount paid or payable by a party as a result of the losses, claims, damages,liabilities and expenses referred to above shall be deemed to include, subject to the limitationsset forth in the second paragraph of Section 7(a) hereof, any legal or other fees or expensesreasonably incurred by such party in connection with investigating or defending any action orclaim.     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that itwould not be just and equitable if contribution pursuant to this Section 7(c) were determined bypro rata allocation (even if the Holders were treated as one entity for such purpose) or by anyother method of allocation which does not take account of the equitable considerations referred toin the immediately preceding paragraph. The amount paid or payable by an indemnified party as aresult of the losses, claims, damages, liabilities or expenses referred to in the immediatelypreceding paragraph shall be deemed to include, subject to the limitations set forth above, anylegal or other expenses reasonably incurred by such indemnified party in connection withinvestigating or defending any such action or claim. Notwithstanding the provisions of thisSection 7, none of the Holders (and its related Indemnified Holders) shall be required tocontribute, in the aggregate, any amount in excess of the amount by which the total net proceeds(after deducting underwriters’ discounts and commissions) received by such Holder with respect tothe Securities exceeds the amount of any damages which such Holder has otherwise been required topay by reason of such untrue or alleged untrue statement or omission or alleged omission. NoPerson guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any Person who was not guilty of suchfraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 7(c)are several in proportion to the respective principal amount of Transfer Restricted Securities heldby each of the Holders hereunder and not joint.     SECTION 8. *Rule 144A.*Each of the Company and the Guarantors hereby agrees with each Holder,for so long as any Transfer Restricted Securities remain outstanding, to make available to anyHolder or beneficial owner of Transfer Restricted Securities in connection with any sale thereofand any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficialowner, the information required by Rule 144A(d)(4) under the Securities Act in order to permitresales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.     SECTION 9. *Participation in Underwritten Registrations.*No Holder may participate in anyUnderwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s TransferRestricted Securities on the basis provided in any underwriting arrangements approved by thePersons entitled hereunder to approve such arrangements and (b) completes and executes allreasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-upletters and other documents required under the terms of such underwriting arrangements.     SECTION 10. *Selection of Underwriters.*The Holders of Transfer Restricted Securities coveredby the Shelf Registration Statement who desire to do so may sell such Transfer RestrictedSecurities in an Underwritten Offering. In any such Underwritten Offering, the investmentbanker(s) and managing underwriter(s) that will administer such offering will be selected by theHolders of a majority in aggregate principal amount of the Transfer Restricted Securitiesincluded in such offering; *provided*, *however*, that such investment banker(s) and managingunderwriter(s) must be reasonably satisfactory to the Company.
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     SECTION 11. *Miscellaneous.*     (a) *Remedies.*Each of the Company and the Guarantors hereby agrees that monetary damageswould not be adequate compensation for any loss incurred by reason of a breach by it of theprovisions of this Agreement and hereby agree to waive the defense in any action for specificperformance that a remedy at law would be adequate.     (b) *No Inconsistent Agreements.*Each of the Company and the Guarantors will not on or afterthe date of this Agreement enter into any agreement with respect to its securities that isinconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts withthe provisions hereof. Neither the Company nor any of the Guarantors has not previously enteredinto any agreement granting any registration rights with respect to its securities to any Person.The rights granted to the Holders hereunder do not in any way conflict with and are notinconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’securities under any agreement in effect on the date hereof.     (c) *Amendments and Waivers.*The provisions of this Agreement may not be amended, modified orsupplemented, and waivers or consents to or departures from the provisions hereof may not be givenunless the Company has (i) in the case of Section 4 hereof and this Section 11(c)(i), obtained thewritten consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the caseof all other provisions hereof, obtained the written consent of Holders of a majority of theoutstanding principal amount of Transfer Restricted Securities (excluding any Transfer RestrictedSecurities held by the Company or its Affiliates).     (d) *Notices.*All notices and other communications provided for or permitted hereunder shallbe made in writing by hand-delivery, first-class mail (registered or certified, return receiptrequested), telex, telecopier, or air courier guaranteeing overnight delivery:     (i) if to a Holder, at the address set forth on the signature page hereto or as setforth on the records of the Registrar under the Indenture, with a copy to the Registrarunder the Indenture; and     (ii) if to the Company:Lyondell Chemical Company