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                                                                     Exhibit 4.7

                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 22, 2003
                                  by and among

                             Equistar Chemicals, LP
                          Equistar Funding Corporation

                                       and

                          Citigroup Global Markets Inc.
                         Banc of America Securities LLC
                         Credit Suisse First Boston LLC
                           J.P. Morgan Securities Inc.
                            As Representatives of the
                           Several Initial Purchasers

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     This Registration Rights Agreement (this "Agreement") is made and entered
into as of April 22, 2003, by and among Equistar Chemicals, LP, a Delaware
limited partnership (the "Company"), Equistar Funding Corporation, a Delaware
corporation (together with the Company, the "Issuers"), and Citigroup Global
Markets Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC and
J.P. Morgan Securities Inc., as representatives of the several initial
purchasers named in the Purchase Agreement (as defined below) (each an "Initial
Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed
to purchase the Issuers' 10.625% Senior Notes due 2011 (together with any
Additional Dividend Notes (as defined in the Indenture referred to below) that
may be issued in respect thereof, the "Initial Notes") pursuant to the Purchase
Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated April 16,
2003, (the "Purchase Agreement"), by and among the Issuers and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Initial
Notes, the Issuers have agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 3 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Indenture relating to the Notes among the
Issuers and The Bank of New York, as trustee (the "Indenture").

     The parties hereby agree as follows:

     SECTION 1 . Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings:

     Act: The Securities Act of 1933, as amended.

     Affiliate: As defined in Rule 144 of the Act.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Closing Date: The date hereof.

     Commission: The Securities and Exchange Commission.

     Consummate: The Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to Exchange Notes
to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the period required pursuant to Section
3(b) hereof and (c) the delivery by the Issuers to the Trustee of Exchange Notes
in the same aggregate principal amount as the aggregate principal amount of
Initial Notes validly tendered and not withdrawn by Holders thereof pursuant to
the applicable Exchange Offer.

     Consummation Deadline: As defined in Section 3(b) hereof.

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     Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange Notes: The Issuers' 10.625% Senior Notes due 2011 to be issued
pursuant to the Indenture (i) in the Exchange Offer or (ii) as contemplated by
Section 6(b) hereof. References to Exchange Notes received by a Broker-Dealer
from the Issuers pursuant to the Exchange Offer shall also refer to any
Additional Dividend Notes that are received by such Broker-Dealer from the
Issuers prior to such Broker-Dealer's sale of the Exchange Notes in respect of
which such Additional Dividend Notes were issued.

     Exchange Offer: The exchange and issuance by the Issuers of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Initial Notes that are validly tendered and not withdrawn by Holders in
connection with such exchange and issuance.

     Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer for the Initial Notes, including the related Prospectus.

     Filing Deadline: As defined in Section 3(a) and 4(a) hereof.

     Holders: As defined in Section 2 hereof.

     Majority Holders: As defined in Section 6(c)(xi) hereof.

     Prospectus: The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.

     Recommencement Date: As defined in Section 6(d) hereof.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: The Exchange Offer Registration Statement or the
Shelf Registration Statement, in each case, (i) that is filed pursuant to the
provisions of this Agreement and (ii) including the Prospectus included therein,
all amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by reference therein.

     Rule 144: Rule 144 promulgated under the Act.

     Shelf Registration Statement: As defined in Section 4 hereof.

     Suspension Notice: As defined in Section 6(d) hereof.

     Suspension Period: As defined in Section 4(c) hereof.

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     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the Closing Date.

     Transfer Restricted Securities: (I) Each Initial Note, until the earliest
to occur of (a) the date on which such Initial Note is exchanged in an Exchange
Offer for an Exchange Note and entitled to be resold to the public without
complying with the prospectus delivery requirements of the Act, (b) the date on
which such Initial Note has been disposed of in accordance with a Shelf
Registration Statement (and, if an Exchange Offer has been Consummated prior to
such purchase, purchasers thereof have been issued Exchange Notes), or (c) the
date on which such Initial Note is distributed to the public pursuant to Rule
144 under the Act (and, if an Exchange Offer has been Consummated prior to such
purchase, purchasers thereof have been issued Exchange Notes) or is saleable
pursuant to Rule 144(k) under the Act and (II) each Exchange Note issued to a
Broker-Dealer in an Exchange Offer until such Exchange Note is disposed of by a
Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including the delivery of the Prospectus
contained therein).

     Section 2 . Holders. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a "Holder") whenever such Person owns Transfer
Restricted Securities.

     Section 3 . Registered Exchange Offers.

     (a) Unless the Exchange Offer shall not be permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a)(i) below have
been complied with), the Issuers shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 90 days after the Closing Date (such
90th day being the "Filing Deadline"), (ii) use their reasonable best efforts to
cause the Exchange Offer Registration Statement to become effective at the
earliest possible time, but in no event later than 210 days after the Closing
Date (such 210th day being the "Effectiveness Deadline"), (iii) in connection
with the foregoing, (A) file all pre-effective amendments to the Exchange Offer
Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, a post-effective amendment to the Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer,
subject to the proviso contained in Section 6(c)(xii) below, and (iv) upon the
effectiveness of the Exchange Offer Registration Statement and within the time
period contemplated by Section 3(b) hereof, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form available to the
Issuers permitting (i) registration of the Exchange Notes to be offered in
exchange for the Initial Notes that are Transfer Restricted Securities and (ii)
resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer Initial Notes that such Broker-Dealer acquired for its own account as a
result of market making activities or other trading activities (other than
Initial Notes acquired directly from any Issuer or any of their Affiliates) as
contemplated by Section 3(c) below.

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     (b) The Issuers shall use their respective reasonable best efforts to cause
the Exchange Offer Registration Statement to be effective continuously, and
shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
such Exchange Offer; provided, however, that in no event shall such period be
less than 20 Business Days. The Issuers shall cause the Exchange Offer to comply
with all applicable federal and state securities laws. No securities other than
the Exchange Notes shall be included in the Exchange Offer Registration
Statement. The Issuers shall use their respective reasonable best efforts to
cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no
event later than 30 Business Days thereafter (such 30th Business Day being the
"Consummation Deadline").

     (c) The Issuers shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Initial Notes acquired
directly from the Issuers or any Affiliate of either Issuer), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the Shearman & Sterling no-action letter (available
July 2, 1993).

     Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Issuers shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.
To the extent necessary to ensure that the Prospectus contained in the Exchange
Offer Registration Statement is available for sales of Exchange Notes by
Broker-Dealers, the Issuers agree to use their respective reasonable best
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(a) and 6(c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of 180 days from
the Consummation Deadline or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold pursuant thereto or are no longer outstanding. The Issuers shall provide
sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one day after
such request, at any time during such period.

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     SECTION 4 . Shelf Registration.

     (a) Shelf Registration. If (i) (A) the Exchange Offer is not permitted by
applicable law or Commission policy or (B) an Exchange Offer is not permitted
with respect to Initial Notes that are Additional Dividend Notes (in each case
after the Issuers have complied with the procedures set forth in Section 6(a)(i)
below) or (ii) if any Holder of Transfer Restricted Securities shall notify the
Issuers within 20 Business Days following the Consummation of the Exchange Offer
that (A) such Holder was prohibited by law or Commission policy from
participating in the applicable Exchange Offer or (B) such Holder may not resell
the Exchange Notes acquired by it in the applicable Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes
acquired directly from the Issuers or any of their Affiliates, then the Issuers
shall:

          (x) cause to be filed, on or prior to 90 days after the earlier of (i)
     the date on which the Issuers determine that the Exchange Offer
     Registration Statement cannot be filed as a result of clause 4(a)(i) above
     and (ii) the date on which the Issuers receive the notice specified in
     clause 4(a)(ii) above, (such earlier date, the "Filing Deadline"), a shelf
     registration statement pursuant to Rule 415 under the Act (which may be an
     amendment to the Exchange Offer Registration Statement (the "Shelf
     Registration Statement")), relating to (1) all Transfer Restricted
     Securities in the case of clause 4(a)(i)(A) above or all Initial Notes that
     are Additional Dividend Notes in the case of clause 4(a)(i)(B) above or (2)
     the Transfer Restricted Securities specified in any notice in the case of
     clause 4(a)(ii), and

          (y) shall use their respective reasonable best efforts to cause such
     Shelf Registration Statement to become effective on or prior to 120 days
     after the Filing Deadline for the Shelf Registration Statement (such 120th
     day the "Effectiveness Deadline").

     If, after the Issuers have filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Issuers are required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under clause 4(a)(i) above, then the filing of
the Exchange Offer Registration Statement shall be deemed to satisfy the
requirements of clause (x) above; provided that, in such event, the Issuers
shall remain obligated to meet the Effectiveness Deadline set forth in clause
(y).

     To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuers shall
use their respective reasonable best efforts to keep any Shelf Registration
Statement required by this Section 4(a)

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continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(b) and 6(c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at
least two years (as extended pursuant to Section 6(d)) following the Closing
Date, or such shorter period as will terminate on the earlier of the date when
all Transfer Restricted Securities covered by such Shelf Registration Statement
have been sold pursuant thereto, no longer constitute Transfer Restricted
Securities or are no longer outstanding.

     (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuers in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information which is required by rules of the Commission to be included in the
Shelf Registration Statement prior to the time it is declared effective. Each
selling Holder agrees to promptly furnish additional information required to be
disclosed in order to make the information previously furnished to the Issuers
by such Holder not materially misleading.

     (c) Suspension. The Issuers will have the ability to suspend the Shelf
Registration Statement (a "Suspension Period"), if the Issuers determine, in
their reasonable best judgment, upon advice of counsel, that the continued
effectiveness and use of the Shelf Registration Statement would require the
disclosure of confidential information or interfere with any financing,
acquisition, reorganization or other material transaction involving the Company
or any of its subsidiaries. A Suspension Period shall commence on and include
the date that the Issuers give notice that the Shelf Registration Statement is
no longer effective or the Prospectus included therein is no longer usable for
offers and sales of Transfer Restricted Securities covered by such Registration
Statement and continue until holders of such Transfer Restricted Securities
either receive the copies of the supplemented or amended prospectus contemplated
by Section 6(c) hereof or are advised in writing by the Issuers that use of the
Prospectus may be resumed. Any such suspensions may not exceed (i) 60 days in
the aggregate in the first twelve month period after the Closing Date, (ii) 60
days in the aggregate in the twelve month period immediately thereafter and
(iii) 90 days in the aggregate during any subsequent twelve month period.

     SECTION 5 . Liquidated Damages. If (a) any Registration Statement required
by this Agreement is not filed with the Commission on or prior to the applicable
Filing Deadline, (b) any such Registration Statement has not been declared
effective by the Commission on or prior to the applicable Effectiveness
Deadline, (c) the Exchange Offer has not been Consummated on or prior to the
Consummation Deadline or (d) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable (provided that the unavailability

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of a Registration Statement for the use of a Holder as a result of such Holder's
failure to provide information pursuant to Section 4(b) or make representations
required by Section 6(a)(ii) shall not be deemed to make the Registration
Statement fail to be usable) for its intended purpose as required herein (except
as provided in, and during the time periods specified in, Section 4(c)) without
being succeeded within five days by a post-effective amendment to such
Registration Statement that cures such failure and that is itself declared
effective within 10 days of the filing of such post-effective amendment (each
such event referred to in clauses (a) through (d), a "Registration Default"),
then each Issuer hereby jointly and severally agrees to pay to each Holder of
Transfer Restricted Securities liquidated damages in an amount equal to $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default. The amount of the liquidated damages shall increase
by an additional $.05 per week per $1,000 in principal amount of Transfer
Restricted Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages of $.25 per week per $1,000 in principal amount of Transfer Restricted
Securities; provided that the Issuers shall in no event be required to pay
liquidated damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (i) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of clause (a) above, (ii) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of clause (b) above,
(iii) upon Consummation of the Exchange Offer, in the case of clause (c) above,
or (iv) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of clause (d) above,
the liquidated damages payable with respect to the Transfer Restricted
Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall
cease to accrue.

     All accrued liquidated damages shall be paid to the record Holders entitled
thereto in the manner provided for the payment of interest in the Indenture on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Issuers to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

     Section 6 . Registration Procedures.

     (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Issuers shall (x) comply with all applicable provisions of Section
6(c) below, (y) use their respective reasonable best efforts to effect such
exchange and to permit the resale of Exchange Notes by Broker-Dealers that
tendered in the Exchange Offer Initial Notes that such Broker-Dealer acquired
for its own account as a result of its market making activities or other trading
activities (other than Initial Notes acquired directly

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from any Issuers or any of their Affiliates) being sold in accordance with the
intended method or methods of distribution thereof, and (z) comply with all of
the following provisions:

          (i) If, following the date hereof there has been announced a change in
     Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Issuers raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law (or, in the reasonable opinion of such counsel,
     there is a substantial question as to whether an Exchange Offer is
     permitted with respect to Additional Dividend Notes), the Issuers hereby
     agree to seek a no-action letter or other favorable decision from the
     Commission allowing the Issuers to Consummate an Exchange Offer for such
     Transfer Restricted Securities. The Issuers hereby agree to pursue the
     issuance of such a decision to the Commission staff level but shall not be
     required to take commercially unreasonable action to effect a change of
     Commission policy. In connection with the foregoing, the Issuers hereby
     agree to take all such other actions (other than such actions as may be
     commercially unreasonable) as may be requested by the Commission or
     otherwise required in connection with the issuance of such decision,
     including without limitation (A) participating in telephonic conferences
     with the Commission, (B) delivering to the Commission staff an analysis
     prepared by counsel to the Company setting forth the legal bases, if any,
     upon which such counsel has concluded that such an Exchange Offer should be
     permitted and (C) diligently pursuing a resolution (which need not be
     favorable) by the Commission staff.

          (ii) As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker-Dealer) shall furnish, upon the request of the
     Issuers, prior to the Consummation of the Exchange Offer, a written
     representation to the Issuers (which may be contained in the letter of
     transmittal contemplated by the Exchange Offer Registration Statement) to
     the effect that (A) such Holder is not an Affiliate of either Issuer or a
     Broker-Dealer tendering Initial Notes acquired directly from either Issuer
     for its own account, (B)such Holder will have no arrangement or
     understanding with any person to participate in the distribution of the
     Initial Notes or the Exchange Notes within the meaning of the Act, (C) if
     the Holder is not a Broker-Dealer or is a Broker-Dealer but will not
     receive Exchange Notes for its own account in exchange for Initial Notes,
     neither the Holder nor any such other Person is engaged in or intends to
     participate in a distribution of the Exchange Notes, and (D) any Exchange
     Notes received by such Holder will be acquired in the ordinary course of
     its business. If the Holder is a Broker-Dealer that will receive Exchange
     Notes for its own account in exchange for Initial Notes, it will represent
     that the Initial Notes to be exchanged for the Exchange Notes were acquired
     by it as a result of market-making activities or other trading activities,
     and will acknowledge that it will deliver a prospectus meeting the
     requirements of the Act in connection with any resale of such Exchange
     Notes. It is understood that, by acknowledging that it will deliver, and

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     by delivering, a prospectus meeting the requirements of the Act in
     connection with any resale of such Exchange Notes, the Holder is not
     admitting that it is an "underwriter" within the meaning of the Act.

          (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Issuers shall provide a supplemental letter to the
     Commission (A) stating that the Issuers are registering the Exchange Offer
     in reliance on the position of the Commission enunciated in Exxon Capital
     Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
     (available June 5, 1991) as interpreted in the Commission's letter to
     Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action
     letter obtained pursuant to Section 6(a)(i) above, (B) including a
     representation that neither Issuer has entered into any arrangement or
     understanding with any Person to distribute the Exchange Notes to be
     received in the Exchange Offer and that, to the best of each Issuer's
     information and belief, each Holder participating in the Exchange Offer is
     acquiring the Exchange Notes in its ordinary course of business and has no
     arrangement or understanding with any Person to participate in the
     distribution of the Exchange Notes received in the Exchange Offer and (C)
     any other undertaking or representation required by the Commission as set
     forth in any no-action letter obtained pursuant to Section 6(a)(i) above,
     if applicable.

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Issuers shall:

          (i) comply with all the provisions of Section 6(c) below and use their
     respective reasonable best efforts to effect such registration to permit
     the sale of the Transfer Restricted Securities being sold in accordance
     with the intended method or methods of distribution thereof (as indicated
     in the information furnished to the Issuers pursuant to Section 4(b)
     hereof), and pursuant thereto the Issuers will prepare and file with the
     Commission a Registration Statement relating to the registration on any
     appropriate form under the Act, which form shall be available to the
     Issuers for the sale of the Transfer Restricted Securities in accordance
     with the intended method or methods of distribution thereof within the time
     periods and otherwise in accordance with the provisions hereof, and

          (ii) issue, upon the request of any Holder or purchaser of Initial
     Notes covered by the Shelf Registration Statement, Exchange Notes having an
     aggregate principal amount equal to the aggregate principal amount of
     Initial Notes sold pursuant to the Shelf Registration Statement and
     surrendered to the Issuers for cancellation; the Issuers shall register
     Exchange Notes on the Shelf Registration Statement for this purpose and
     issue the Exchange Notes to the purchaser(s) of securities subject to the
     Shelf Registration Statement in the names as such purchaser(s) shall
     designate.

     (c) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Issuers shall:

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          (i) use their respective reasonable best efforts to keep such
     Registration Statement continuously effective and provide all requisite
     financial statements for the period specified in Section 3 or 4 of this
     Agreement, as applicable. Upon the occurrence of any event that would cause
     any such Registration Statement or the Prospectus contained therein (A) to
     contain an untrue statement of material fact or omit to state any material
     fact necessary to make the statements therein not misleading or (B) not to
     be effective and usable for resale of Transfer Restricted Securities during
     the period required by this Agreement, the Issuers shall file promptly an
     appropriate amendment to such Registration Statement curing such defect,
     and, if Commission review is required, use their respective reasonable best
     efforts to cause such amendment to be declared effective as soon as
     practicable.

          (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or 4 hereof, as the case may be;
     cause the Prospectus to be supplemented by any required Prospectus
     supplement, and as so supplemented to be filed pursuant to Rule 424 under
     the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
     under the Act in a timely manner; and comply with the provisions of the Act
     with respect to the disposition of all securities covered by such
     Registration Statement during the applicable period in accordance with the
     intended method or methods of distribution by the sellers thereof set forth
     in such Registration Statement or supplement to the Prospectus;

          (iii) advise the Initial Purchasers and, in the case of a Shelf
     Registration Statement, each Holder of securities covered thereby, promptly
     and, if requested by such Holder, confirm such advice in writing, (A) when
     the Prospectus or any Prospectus supplement or post-effective amendment has
     been filed, and, with respect to any applicable Registration Statement or
     any post-effective amendment thereto, when the same has become effective,
     (B) of any request by the Commission for amendments to the Registration
     Statement or amendments or supplements to the Prospectus or for additional
     information relating thereto, (C) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Registration Statement under
     the Act or of the suspension by any state securities commission of the
     qualification of the Transfer Restricted Securities for offering or sale in
     any jurisdiction, or the initiation of any proceeding for any of the
     preceding purposes, and (D) of the existence of any fact or the happening
     of any event that makes any statement of a material fact made in the
     Registration Statement, the Prospectus, any amendment or supplement thereto
     or any document incorporated by reference therein untrue, or that requires
     the making of any additions to or changes in the Registration Statement in
     order to make the statements therein not misleading, or that requires the
     making of any additions to or changes in the Prospectus in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading. If at any time the Commission shall issue any
     stop order suspending the effectiveness of the

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     Registration Statement, or any state securities commission or other
     regulatory authority shall issue an order suspending the qualification or
     exemption from qualification of the Transfer Restricted Securities under
     state securities or Blue Sky laws, the Issuers shall use their respective
     reasonable best efforts to obtain the withdrawal or lifting of such order
     at the earliest possible time;

          (iv) subject to Section 4(c), if any fact or event contemplated by
     Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
     supplement or post-effective amendment to the Registration Statement or
     related Prospectus or any document incorporated therein by reference or
     file any other required document so that, as thereafter delivered to the
     purchasers of Transfer Restricted Securities, the Prospectus will not
     contain an untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (v) upon written request, furnish to the requesting Initial Purchasers
     and, in the case of a Shelf Registration Statement, each requesting Holder
     of securities covered thereby, in connection with such exchange or sale, if
     any, before filing with the Commission, copies of any Registration
     Statement or any Prospectus included therein or any amendments or
     supplements to any such Registration Statement or Prospectus (including all
     documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review and
     comment of such Holders in connection with such sale, if any, for a period
     of at least five Business Days, and the Issuers will not file any such
     Registration Statement or Prospectus or any amendment or supplement to any
     such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which such Holders shall reasonably object
     within five Business Days after the receipt thereof. A Holder shall be
     deemed to have reasonably objected to such filing if such Registration
     Statement, amendment, Prospectus or supplement, as applicable, as proposed
     to be filed, contains an untrue statement of a material fact or omit to
     state any material fact necessary to make the statements therein not
     misleading or fails to comply with the applicable requirements of the Act;

          (vi) upon written request, promptly prior to the filing of any
     document that is to be incorporated by reference into a Registration
     Statement or Prospectus, provide copies of such document to the requesting
     Initial Purchaser and in the case of a Shelf Registration Statement, each
     requesting Holder of securities covered thereby, in connection with such
     exchange or sale, if any, make the Company's representatives available for
     discussion of such document and other customary due diligence matters, and
     include such information in such document prior to the filing thereof as
     the Initial Purchasers or such Holders may reasonably request;

          (vii) make available, at reasonable times, for inspection by the
     Initial Purchasers and, in the case of a Shelf Registration Statement, each
     Holder of securities covered thereby, and the designated counsel or any
     accountant retained

                                       11

<PAGE>

     by such Holders, all financial and other records, pertinent corporate
     documents of each Issuer and cause their officers, directors and employees
     to supply all information reasonably requested by any such Initial
     Purchaser, Holder, attorney or accountant in connection with such
     Registration Statement or any post-effective amendment thereto subsequent
     to the filing thereof and prior to its effectiveness; provided, however,
     that such persons shall first agree in writing with the Issuers that such
     information shall be kept confidential by such persons, unless (i)
     disclosure of such information is required by court or administrative order
     or is necessary to respond to inquiries of regulatory authorities, (ii)
     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), (iii)
     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 (iv) such information becomes available to such person from a
     source other than the Issuers or their subsidiaries and such source is not
     known, after due inquiry, by such person to be bound by a confidentiality
     agreement; provided further, that the foregoing investigation shall be
     coordinated on behalf of such persons by one representative designated by
     and on behalf of such persons and any such confidential information shall
     be available from such representative to such persons so long as any person
     agrees to be bound by such confidentiality agreement;

          (viii) if requested by the Initial Purchasers and, in the case of a
     Shelf Registration Statement, any Holders of securities covered thereby, in
     connection with such exchange or sale, promptly include in any Registration
     Statement or Prospectus, pursuant to a supplement or post-effective
     amendment if necessary, such information as such Persons may reasonably
     request to have included therein, including, without limitation,
     information relating to the "Plan of Distribution" of the Transfer
     Restricted Securities; and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as practicable after the
     Issuers are notified of the matters to be included in such Prospectus
     supplement or post-effective amendment;

          (ix) furnish to the Initial Purchasers (upon their written request)
     and, in the case of a Shelf Registration Statement, each Holder of
     securities covered thereby, in connection with such exchange or sale,
     without charge, at least one copy of the Registration Statement, as first
     filed with the Commission, and of each amendment thereto, including all
     documents incorporated by reference therein and all exhibits (including
     exhibits incorporated therein by reference);

          (x) deliver to each Holder without charge, as many copies of the
     Prospectus (including each preliminary prospectus) and any amendment or
     supplement thereto as such Persons reasonably may request; the Issuers
     hereby consent to the use (in accordance with law) of the Prospectus and
     any amendment or supplement thereto by each selling Holder in connection
     with the offering and the sale of the Transfer Restricted Securities
     covered by the Prospectus or any amendment or supplement thereto;

                                       12

<PAGE>

          (xi) in the case of a Shelf Registration Statement, enter into such
     agreements (including underwriting agreements) and, in the case of any
     Registration Statement contemplated by this Agreement, make such customary
     representations and warranties similar to those contained in the Purchase
     Agreement and take all such other actions in connection therewith in order
     to expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to any applicable Registration Statement contemplated
     by this Agreement as may be reasonably requested by any Initial Purchaser
     or, in the case of a Shelf Registration Statement, the Holders of a
     majority in aggregate principal amount of the Transfer Restricted
     Securities covered thereby (the "Majority Holders") in connection with any
     sale or resale pursuant to any applicable Registration Statement. In such
     connection, the Issuers shall:

               (A) upon request of the Majority Holders (in the case of a Shelf
          Registration Statement) or any Initial Purchaser (in the case of an
          Exchange Offer), furnish (or in the case of Sections 6(c)(xi)(A)(2)
          and 6(c)(xi)(A)(3), use their reasonable best efforts to cause to be
          furnished) to each Holder upon Consummation of the Exchange Offer or
          upon the effectiveness of the Shelf Registration Statement, as the
          case may be:

                    (1) a customary certificate, dated such date, signed on
               behalf of each Issuer by (x) the President or any Vice President
               and (y) a principal financial or accounting officer of such
               Issuer, confirming, as of the date thereof, matters similar to
               those set forth in Section 6(f) of the Purchase Agreement and
               such other similar matters as may be reasonably requested;

                    (2) an opinion, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Issuers covering matters similar to those set forth in paragraphs
               (c) and (d) of Section 6 of the Purchase Agreement and such other
               matter as may be reasonably requested, and in any event including
               a statement to the effect that such counsel has participated in
               conferences with officers and other representatives of the
               Issuers and representatives of the independent public accountants
               for the Issuers and have considered the matters 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 advises that, on the basis of the foregoing (relying as
               to materiality to the extent such counsel deems appropriate upon
               the statements of officers and other representatives of the
               Issuers and without independent check or verification), no facts
               came to such counsel's attention that caused such counsel to
               believe that the applicable Registration Statement, at the time
               such Registration Statement or any post-effective amendment

                                       13

<PAGE>

               thereto became effective and, in the case of the Exchange Offer
               Registration Statement, as of the date of Consummation of the
               Exchange Offer, contained an untrue statement of a material fact
               or omitted to state a material fact required to be stated therein
               or necessary to make the statements therein not misleading, or
               that the Prospectus contained in such Registration Statement as
               of its date and, in the case of the opinion dated the date of
               Consummation of the Exchange Offer, as of the date of
               Consummation, contained an untrue statement of a material fact or
               omitted to state a material fact necessary in order to make the
               statements therein, in the light of the circumstances under which
               they were made, not misleading. Without limiting the foregoing,
               such counsel may state further that such counsel assumes no
               responsibility for, and has not independently verified, the
               accuracy, completeness or fairness of the financial statements,
               notes and schedules and other financial and statistical data
               included in any Registration Statement contemplated by this
               Agreement or the related Prospectus; and

                    (3) a customary comfort letter, dated the date of
               Consummation of the Exchange Offer, or as of the date of
               effectiveness of the Shelf Registration Statement, as the case
               may be, from the Issuers' independent accountants, in the
               customary form and covering matters of the type customarily
               covered in comfort letters to underwriters in connection with
               underwritten offerings; and

               (B) deliver such other documents and certificates as may be
          reasonably requested by any of the Initial Purchasers or, in the case
          of any Shelf Registration Statement, the Majority Holders, to evidence
          compliance with the matters covered in Section 6(c)(xi)(A) above and
          with any customary conditions contained in any agreement entered into
          by the Issuers pursuant to this Section 6(c)(xi);

          (xii) prior to any public offering of Transfer Restricted Securities,
     cooperate with the Holders named in the applicable Registration Statement
     (or any prospectus supplement thereto) and their counsel in connection with
     the registration and qualification of the Transfer Restricted Securities
     under the securities or Blue Sky laws of such jurisdictions as any such
     Holders may request and do any and all other acts or things necessary or
     advisable to enable the disposition in such jurisdictions of the Transfer
     Restricted Securities covered by the applicable Registration Statement;
     provided, however, that neither Issuer shall be required to register or
     qualify as a foreign corporation where it is not now so qualified or to
     take any action that would subject it to the service of process in suits or
     to taxation, other than as to matters and transactions relating to the
     Registration Statement, in any jurisdiction where it is not now so subject;

                                       14

<PAGE>

          (xiii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Securities to
     be sold and not bearing any restrictive legends; and, subject to the
     provisions of the Indenture regarding global securities, to register such
     Transfer Restricted Securities in such denominations and such names as the
     selling Holders may request at least two Business Days prior to such sale
     of Transfer Restricted Securities;

          (xiv) use their respective reasonable best efforts to cause the
     disposition of the Transfer Restricted Securities covered by the
     Registration Statement to be registered with or approved by such other
     governmental agencies or authorities as may be necessary to enable the
     seller or sellers thereof to consummate the disposition of such Transfer
     Restricted Securities, subject to the proviso contained in Section
     6(c)(xii) above;

          (xv) provide a CUSIP number for all Transfer Restricted Securities not
     later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee with printed
     certificates for the Transfer Restricted Securities which are in a form
     eligible for deposit with the Depository Trust Company;

          (xvi) otherwise use their respective reasonable best efforts to comply
     with all applicable rules and regulations of the Commission, and make
     generally available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning after the effective date of the
     Registration Statement (as such term is defined in paragraph (c) of Rule
     158 under the Act);

          (xvii) cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders to effect such changes to the Indenture as may be required for
     such Indentures to be so qualified in accordance with the terms of the TIA;
     and execute and use its reasonable best efforts to cause the Trustee to
     execute, all documents that may be required to effect such changes and all
     other forms and documents required to be filed with the Commission to
     enable such Indentures to be so qualified in a timely manner; and

          (xviii) provide promptly to each Holder, upon request, each document
     filed with the Commission pursuant to the requirements of Section 13 or
     Section 15(d) of the Exchange Act. Such documents may be provided
     electronically, at the Issuers' discretion.

     (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 4(c) or Section

                                       15

<PAGE>

6(c)(iii)(C) or any notice from the Issuers of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof (in each case, a "Suspension
Notice"), such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until
(i) such Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in
writing by the Issuers that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus (in each case, the "Recommencement Date"). Each
Holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession which have been replaced by the Issuers with more recently
dated Prospectuses or (ii) deliver to the Issuers (at the Issuers' expense) all
copies, other than permanent file copies, then in such Holder's possession of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. The time period regarding the
effectiveness of such Registration Statement set forth in or 4 hereof, as
applicable, shall be extended by a number of days equal to the number of days in
the period from and including the date of delivery of the Suspension Notice to
the date of delivery of the Recommencement Date.

     No Holder may participate in any underwritten registration under the
Agreement unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled under this Agreement to approve such
arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorneys, indemnities, underwriting agreements, lock-up letters and
other documents required under the terms of such underwriting arrangements.

     The Issuers shall ensure that any Additional Dividend Notes issued with
respect to securities that are not Transfer Restricted Securities are also not
Transfer Restricted Securities when issued, whether through the maintenance of
an effective Shelf Registration Statement or otherwise.

     SECTION 7 . Registration Expenses.

     (a) All expenses incident to the Issuers' performance of or compliance with
this Agreement will be borne by the Issuers, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Issuers and, in accordance with Section 7(b) below, the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with
listing the Exchange Notes on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and (vi) all fees and
disbursements of independent certified public accountants of the Issuers
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

                                       16

<PAGE>

     The Issuers will, in any event, bear their internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by either
Issuer.

     (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Issuers will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Initial Notes in the Exchange Offer and/or selling or reselling
Initial Notes or Exchange Notes pursuant to the "Plan of Distribution" contained
in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Davis Polk & Wardwell, unless another firm shall
be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

     SECTION 8 . Indemnification.

     (a) Each Issuer agrees, jointly and severally, to indemnify and hold
harmless each Holder, its directors, officers and each Person, if any, who
controls such Holder (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act), from and against any and all losses, claims, damages,
liabilities, judgments, (including without limitation, any legal or other
expenses incurred in connection with investigating or defending any matter,
including any action that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by either Issuer to any Holder or any prospective purchaser of Exchange
Notes or registered Initial Notes, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or judgments are caused by an untrue statement or
omission or alleged untrue statement or omission that is based upon information
relating to any of the Holders furnished in writing to the Issuers by any of the
Holders; provided, however, that the foregoing indemnity agreement with respect
to the preliminary prospectus shall not inure to the benefit of any Holder who
failed to deliver the Prospectus, as then amended or supplemented (so long as
the Prospectus and any such amendment or supplement was provided by the Issuers
to the Holders in the requisite quantity and on a timely basis to permit proper
delivery) to the person asserting any losses, claims, damages, liabilities or
judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in the preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, if such
material misstatement or omission or alleged material misstatement or omission
was cured in the Prospectus, as so amended or supplemented.

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless each Issuer, and their respective
directors and

                                       17

<PAGE>

officers, and each person, if any, who controls each Issuer (within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent
as the foregoing indemnity from the Issuers set forth in Section 8(a) above, but
only with reference to information relating to such Holder furnished in writing
to the Issuers by such Holder expressly for use in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto).
In no event shall any Holder, its directors, officers or any Person who controls
such Holder be liable or responsible for any amount in excess of the total
amount received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

     (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying person") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all reasonable fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company, in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall indemnify and hold
harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written consent
if the

                                       18

<PAGE>

settlement is entered into more than sixty days after the indemnifying party
shall have received a request from the indemnified party for reimbursement for
the reasonable fees and expenses of counsel (in any case where such fees and
expenses are at the expense of the indemnifying party) and more than twenty days
after the indemnifying party shall have received notice of the proposed
settlement and, prior to the date of such settlement, the indemnifying party
shall have failed to comply with such reimbursement request. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement or compromise of, or consent to the entry of judgment with
respect to, any pending or threatened action in respect of which the indemnified
party is or could have been a party and indemnity or contribution may be or
could have been sought hereunder by the indemnified party, unless such
settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability on claims that are or could have been the
subject matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the
indemnified party.

     (d) To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Issuers from their
sale of Transfer Restricted Securities, on the one hand, and the Holders from
their sale of Transfer Restricted Securities, on the other hand, or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) but also the relative fault of the Issuers, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Issuers, on the one hand, and of the Holder, on the other hand,
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Issuers, on the
one hand, or by the Holder, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     Each Issuer and each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments.

                                       19

<PAGE>

Notwithstanding the provisions of this Section 8, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. 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. The Holders' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.

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

     SECTION 10 . Miscellaneous.

     (a) Remedies. The Issuers acknowledge and agree that any failure by them to
comply with their respective obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Issuers' obligations under Sections 3 and 4
hereof. The Issuers further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. Neither Issuer will, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of either Issuers' securities under any
agreement in effect on the date hereof.

     (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this clause 10(c)(i), the Issuers have obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the

                                       20

<PAGE>

Issuers have obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding
Transfer Restricted Securities held by the Issuers or their Affiliates).
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not affect directly or indirectly the rights of other
Holders whose Transfer Restricted Securities are not being tendered pursuant to
such Exchange Offer, may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.

     (d) Third Party Beneficiary. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Issuers, on the one hand, and the
Initial Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder.

     (e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth on the records of the
     Registrar, with a copy to the Registrar; and

          (ii) if to the Issuers:

               Equistar Chemicals, LP
               One Houston Center, Suite 700
               1221 McKinney Street
               Houston, Texas  77010
               Telecopier No.:  713-309-2143
               Attention:  General Counsel

               With a copy to:

               Baker Botts L.L.P.
               910 Louisiana
               Houston, Texas  77002
               Telecopier No.:  713-229-1522
               Attention:  Stephen Massad, Esq.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

                                       21

<PAGE>

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

     (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

     (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       22

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                     EQUISTAR CHEMICALS, LP


                                     By: /s/ Karen A. Twitchel
                                         ---------------------------------------
                                         Karen A. Twitchell, Principal Financial
                                         Officer


                                     EQUISTAR FUNDING CORPORATION


                                     By: /s/ Charles L. Hall
                                         ---------------------------------------
                                         Charles L. Hall, Vice President and
                                         Controller

CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.

Acting on behalf of themselves
     and as the Representatives of
     the several Initial Purchasers


By: CITIGROUP GLOBAL MARKETS INC.


    By: /s/ Svetoslav Nikov
        ----------------------------------
        Svetoslav Nikov, Vice President