<PAGE>

                                                                     Exhibit 4.2

                                                                  EXECUTION COPY

                                  $250,000,000

                           CITGO PETROLEUM CORPORATION

                            6% SENIOR NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                                                                October 22, 2004

Lehman Brothers Inc.
BNP Paribas Securities Corp.
BNY Capital Markets, Inc.
Citigroup Global Markets Inc.
SG Americas Securities, LLC
WestLB AG, London Branch

c/o Lehman Brothers Inc.
    745 Seventh Avenue
    New York, New York 10019

Dear Sirs:

      CITGO Petroleum Corporation, a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Lehman Brothers Inc., BNP Paribas Securities
Corp., BNY Capital Markets, Inc., Citigroup Global Markets Inc., SG Americas
Securities, LLC and WestLB AG, London Branch (collectively, the "INITIAL
PURCHASERS"), upon the terms set forth in a purchase agreement dated October 15,
2004 (the "PURCHASE AGREEMENT"), $250,000,000 aggregate principal amount of its
6% Senior Notes due 2011 (the "INITIAL SECURITIES"). The Initial Securities will
be issued pursuant to an Indenture, dated as of October 22, 2004 (the
"INDENTURE"), among the Company and J.P. Morgan Trust Company, National
Association, as trustee (the "TRUSTEE"). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company agrees with the
Initial Purchasers, for the benefit of the Initial Purchasers and the holders of
the Securities (as defined below) (collectively the "HOLDERS"), as follows:

      1. Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (such 90th day being a
"FILING DEADLINE") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file
with the Securities and Exchange Commission (the "COMMISSION") a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Company shall use its reasonable best efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 330 days after the Closing Date (such 330th day being an
"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the

                                       1
<PAGE>

date notice of the Registered Exchange Offer is mailed to the Holders (such
period being called the "EXCHANGE OFFER REGISTRATION PERIOD").

      If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer no later than 40 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 40th day being the
"CONSUMMATION DEADLINE").

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

      The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

      The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180 days after the effective date of
the Exchange Offer Registration Statement (or such shorter period during which
any broker-dealer is required by law to deliver such prospectus and any
amendment or supplement thereto).

      If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".

                                       2
<PAGE>

      In connection with the Registered Exchange Offer, the Company shall:

            (a) mail to each Holder a copy of the prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents;

            (b) keep the Registered Exchange Offer open for not less than 30
      days (or longer, if required by applicable law) after the date notice
      thereof is mailed to the Holders;

            (c) utilize the services of a depositary for the Registered Exchange
      Offer with an address in the Borough of Manhattan, The City of New York,
      which may be the Trustee or an affiliate of the Trustee;

            (d) permit Holders to withdraw tendered Securities at any time prior
      to the close of business, New York time, on the last business day on which
      the Registered Exchange Offer shall remain open; and

            (e) otherwise comply with all applicable laws

      As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

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

            (y) deliver to the Trustee for cancellation all the Initial
      Securities so accepted for exchange; and

            (z) cause the Trustee to authenticate and deliver promptly to each
      Holder of the Initial Securities, Exchange Securities or Private Exchange
      Securities, as the case may be, equal in principal amount to the Initial
      Securities of such Holder so accepted for exchange.

      The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

      Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

      Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 under the Securities Act, of the Company or if it is an affiliate, such
Holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

      Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make

                                       3
<PAGE>

the statements therein not misleading and (iii) any prospectus forming part of
any Exchange Offer Registration Statement, and any supplement to such
prospectus, does not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

      2. Shelf Registration. If, (i) because of any change in applicable
interpretations thereof by the staff of the Commission, the Company is not
permitted to effect a Registered Exchange Offer, as contemplated by Section 1
hereof, (ii) the Registered Exchange Offer is not consummated by the 360th day
after the Closing Date, (provided that if the Registered Exchange Offer
Registration Statement is effective on such 360th day and the Registered
Exchange Offer is consummated after such 360th day, then the Company's
obligations under this clause (ii) arising from the failure of the Registered
Exchange Offer to be consummated within such 360-day period shall terminate),
(iii) any Initial Purchaser so requests with respect to the Initial Securities
(or the Private Exchange Securities) not eligible to be exchanged for Exchange
Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer) is not eligible to participate in the Registered Exchange
Offer or, in the case of any Holder (other than an Exchanging Dealer) that
participates in the Registered Exchange Offer, such Holder does not receive
freely tradable Exchange Securities on the date of the exchange and any such
Holder so requests, the Company shall take the following actions (the date on
which any of the conditions described in the foregoing clauses (i) through (iv)
occur, including in the case of clauses (iii) or (iv) the receipt of the
required notice, being a "TRIGGER DATE"):

            (a) The Company shall promptly (but, in the case of clause (i)
      above, in no event more than 90 days after the Closing Date or, in the
      case of clauses (ii), (iii) and (iv) above, in no event more than 30 days
      after the Trigger Date (such 90th day after the Closing Date or such 30th
      day after the Trigger Date being a "FILING DEADLINE")) file with the
      Commission and thereafter use its reasonable best efforts to cause to be
      declared effective, in the case of clause (i) above, no later than 330
      days after the Closing Date or, in the cases of clauses (ii), (iii) and
      (iv) above, no later than 90 days after the Filing Deadline (such 330th
      day after the Closing Date or such 90th day after the Filing Deadline
      being an "EFFECTIVENESS DEADLINE") a registration statement (the "SHELF
      REGISTRATION STATEMENT" and, together with the Exchange Offer Registration
      Statement, a "REGISTRATION STATEMENT") on an appropriate form under the
      Securities Act relating to the offer and sale of the Transfer Restricted
      Securities by the Holders thereof from time to time in accordance with the
      methods of distribution set forth in the Shelf Registration Statement and
      Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION");
      provided, however, that no -------- ------- Holder (other than an Initial
      Purchaser) shall be entitled to have the Securities held by it covered by
      such Shelf Registration Statement unless such Holder agrees in writing to
      be bound by all the provisions of this Agreement applicable to such
      Holder.

            (b) The Company shall use its reasonable best efforts to keep the
      Shelf Registration Statement continuously effective in order to permit the
      prospectus included therein to be lawfully delivered by the Holders of the
      relevant Securities, for a period of two years (or for such longer period
      if extended pursuant to Section 3(j) below) from the Closing Date or such
      shorter period that will terminate when all the Securities covered by the
      Shelf Registration Statement (i) have been sold pursuant thereto or (ii)
      are no longer restricted securities (as defined in Rule 144 under the
      Securities Act, or any successor rule thereof). The Company shall be
      deemed not to have used its best efforts to keep the Shelf Registration
      Statement effective during the requisite period if it voluntarily takes
      any action that would result in Holders of Securities covered thereby not
      being able to offer and sell such Securities during that period, unless
      such action is required by applicable law.

            (c) Notwithstanding any other provisions of this Agreement to the
      contrary, the Company shall use its reasonable best efforts to cause the
      Shelf Registration Statement and the related prospectus and any amendment
      or supplement thereto, as of the effective date of the Shelf Registration
      Statement, amendment or supplement, (i) to comply in all material respects
      with the applicable requirements of the Securities Act and the rules and
      regulations of the Commission and (ii) not to contain any untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary in order to make the statements therein, in light of
      the circumstances under which they were made, not misleading.

                                       4
<PAGE>

      3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

            (a) The Company shall (i) furnish to each Initial Purchaser, prior
      to the filing thereof with the Commission, a copy of the Registration
      Statement and each amendment thereof and each supplement, if any, to the
      prospectus included therein and, in the event that an Initial Purchaser
      (with respect to any portion of an unsold allotment from the original
      offering) is participating in the Registered Exchange Offer or the Shelf
      Registration Statement, the Company shall use its reasonable best efforts
      to reflect in each such document, when so filed with the Commission, such
      comments as such Initial Purchaser reasonably and timely may propose; (ii)
      include the information set forth in Annex A hereto on the cover, in Annex
      B hereto in the "Exchange Offer Procedures" section and the "Purpose of
      the Exchange Offer" section and in Annex C hereto in the "Plan of
      Distribution" section of the prospectus forming a part of the Exchange
      Offer Registration Statement and include the information set forth in
      Annex D hereto in the Letter of Transmittal delivered pursuant to the
      Registered Exchange Offer; (iii) if requested by an Initial Purchaser in a
      timely fashion, include the information required by Items 507 or 508 of
      Regulation S-K under the Securities Act, as applicable, in the prospectus
      forming a part of the Exchange Offer Registration Statement; (iv) include
      within the prospectus contained in the Exchange Offer Registration
      Statement a section entitled "Plan of Distribution," reasonably acceptable
      to the Initial Purchasers, which shall contain a summary statement of the
      positions taken or policies made by the staff of the Commission with
      respect to the potential "underwriter" status of any broker-dealer that is
      the beneficial owner (as defined in Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
      Securities received by such broker-dealer in the Registered Exchange Offer
      (a "PARTICIPATING BROKER-DEALER"), whether such positions or policies have
      been publicly disseminated by the staff of the Commission or such
      positions or policies, in the reasonable judgment of the Initial
      Purchasers based upon advice of counsel (which may be in-house counsel),
      represent the prevailing views of the staff of the Commission; and (v) in
      the case of a Shelf Registration Statement, include the names of the
      Holders who propose to sell Securities pursuant to the Shelf Registration
      Statement as selling securityholders.

            (b) The Company shall give written notice to the Initial Purchasers,
      the Holders of the Securities and any Participating Broker-Dealer from
      whom the Company has received prior written notice that it will be a
      Participating Broker-Dealer in the Registered Exchange Offer (which notice
      pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
      to suspend the use of the prospectus until the requisite changes have been
      made):

                  (i) when the Registration Statement or any amendment thereto
            has been filed with the Commission and when the Registration
            Statement or any post-effective amendment thereto has become
            effective;

                  (ii) of any request by the Commission for amendments or
            supplements to the Registration Statement or the prospectus included
            therein or for additional information;

                  (iii) of the issuance by the Commission of any stop order
            suspending the effectiveness of the Registration Statement or the
            initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company or its legal counsel of any
            notification with respect to the suspension of the qualification of
            the Securities for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purpose;

                  (v) of the happening of any event that requires the Company to
            make changes in the Registration Statement or the prospectus in
            order that the Registration Statement or the prospectus do not
            contain an untrue statement of a material fact nor omit to state a
            material fact required to be stated therein or necessary to make the
            statements therein (in the case of the prospectus, in light of the
            circumstances under which they were made) not misleading; and

                                       5
<PAGE>

                  (vi) of any determination by the Company, in the exercise of
            its reasonable judgment, that (A) it is not in the best interests of
            the Company and its stockholders to disclose a possible acquisition
            or business combination or other transaction, business development
            or event involving the Company that may require disclosure in the
            Shelf Registration Statement, or if required to be kept effective
            after consummation of the Exchange Offer, the Exchange Offer
            Registration Statement, or (B) obtaining any financial statements
            relating to an acquisition or business combination required to be
            included in the Shelf Registration Statement, or if required to be
            kept effective after consummation of the Exchange Offer, the
            Exchange Offer Registration Statement, would be impracticable. In
            the event of such determination, the Company may suspend the
            effectiveness of the Shelf Registration Statement, or if required to
            be kept effective after consummation of the Exchange Offer, the
            Exchange Offer Registration Statement, for up to two periods of no
            greater than 30 days each during any 365-day period. Any notice
            provided pursuant to this clause (vi) shall not be required to
            disclose any such possible acquisition, business combination or
            other transaction, business development or event if the Company
            determines in the exercise of its reasonable judgment that such
            acquisition or business combination or other transaction, business
            development or event should remain confidential. Upon the
            abandonment, consummation or termination of the possible acquisition
            or business combination or other transaction, business development
            or event or the availability of the required financial statements
            with respect to a possible acquisition or business combination, the
            suspension of the use of the Registration Statement shall cease and
            the Company shall promptly comply with Section 3(j) hereof and
            notify the Holders that disposition of Transfer Restricted
            Securities may resume.

            (c) The Company shall make every reasonable effort to obtain the
      withdrawal at the earliest possible time, of any order suspending the
      effectiveness of the Registration Statement.

            (d) The Company shall furnish to each Holder of Securities included
      within the coverage of the Shelf Registration, without charge, at least
      one copy of the Shelf Registration Statement and any post-effective
      amendment thereto, including financial statements and schedules, and, if
      the Holder so requests in writing, all exhibits thereto (including those,
      if any, incorporated by reference).

            (e) The Company shall deliver to each Exchanging Dealer and each
      Initial Purchaser, and to any other Holder who so requests, without
      charge, at least one copy of the Exchange Offer Registration Statement and
      any post-effective amendment thereto, including financial statements and
      schedules, and, if any Initial Purchaser or any such Holder requests, all
      exhibits thereto (including those incorporated by reference).

            (f) The Company shall, during the Shelf Registration Period, deliver
      to each Holder of Securities included within the coverage of the Shelf
      Registration, without charge, as many copies of the prospectus (including
      each preliminary prospectus) included in the Shelf Registration Statement
      and any amendment or supplement thereto as such person may reasonably
      request. The Company consents, subject to the provisions of this
      Agreement, to the use of the prospectus or any amendment or supplement
      thereto by each of the selling Holders of the Securities in connection
      with the offering and sale of the Securities covered by the prospectus, or
      any amendment or supplement thereto, included in the Shelf Registration
      Statement.

            (g) The Company shall deliver to each Initial Purchaser, any
      Exchanging Dealer, any Participating Broker-Dealer and such other persons
      required to deliver a prospectus following the Registered Exchange Offer,
      without charge, as many copies of the final prospectus included in the
      Exchange Offer Registration Statement and any amendment or supplement
      thereto as such persons may reasonably request. The Company consents,
      subject to the provisions of this Agreement, to the use of the prospectus
      or any amendment or supplement thereto by any Initial Purchaser, if
      necessary, any Participating Broker-Dealer and such other persons required
      to deliver a prospectus following the Registered Exchange Offer in
      connection with the offering and sale of the Exchange Securities covered
      by the prospectus, or any amendment or supplement thereto, included in
      such Exchange Offer Registration Statement.

                                       6
<PAGE>

            (h) Prior to any public offering of the Securities pursuant to any
      Registration Statement the Company shall use its reasonable best efforts
      to register or qualify or cooperate with the Holders of the Securities
      included therein and their respective counsel in connection with the
      registration or qualification of the Securities for offer and sale under
      the securities or "blue sky" laws of such states of the United States as
      any Holder of the Securities reasonably requests in writing and do any and
      all other acts or things necessary or advisable to enable the offer and
      sale in such jurisdictions of the Securities covered by such Registration
      Statement; provided, however, that the Company shall not be required to
      (i) qualify generally to do business in any jurisdiction where it is not
      then so qualified or (ii) take any action which would subject it to
      general service of process or to taxation in any jurisdiction where it is
      not then so subject.

            (i) The Company shall cooperate with the Holders of the Securities
      to facilitate the timely preparation and delivery of certificates
      representing the Securities to be sold pursuant to any Registration
      Statement free of any restrictive legends and in such denominations and
      registered in such names as the Holders may request a reasonable period of
      time prior to sales of the Securities pursuant to such Registration
      Statement.

            (j) Upon the occurrence of any event contemplated by paragraphs (ii)
      through (vi) of Section 3(b) above during the period for which the Company
      is required to maintain an effective Registration Statement, the Company
      shall promptly prepare and file any requisite post-effective amendment to
      the Registration Statement or any requisite supplement to the related
      prospectus and any other required document (except, in the event of a
      suspension of the effectiveness thereof in accordance with Section
      3(b)(vi), the Company shall not be obligated to file a post-effective
      amendment or supplement the related prospectus until the termination of
      the suspension and only if such amendment or supplement is then still
      required) so that, as thereafter delivered to Holders of the Securities or
      purchasers of Securities, the prospectus will not contain an untrue
      statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein, in light
      of the circumstances under which they were made, not misleading. If the
      Company notifies the Initial Purchasers, the Holders of the Securities and
      any known Participating Broker-Dealer in accordance with paragraphs (ii)
      through (vi) of Section 3(b) above to suspend the use of the prospectus
      until the requisite changes to the prospectus have been made, then the
      Initial Purchasers, the Holders of the Securities and any such
      Participating Broker-Dealers shall suspend use of such prospectus, and the
      period of effectiveness of the Shelf Registration Statement provided for
      in Section 2(b) above and the Exchange Offer Registration Statement
      provided for in Section 1 above shall each be extended by the number of
      days from and including the date of the giving of such notice to and
      including the date when the Initial Purchasers, the Holders of the
      Securities and any known Participating Broker-Dealer shall have received
      such amended or supplemented prospectus pursuant to this Section 3(j) or
      the Company shall have notified such Holders that disposition of such
      Transfer Restricted Securities may resume under the existing prospectus.

            (k) Not later than the effective date of the applicable Registration
      Statement, the Company will provide a CUSIP number for the Initial
      Securities, the Exchange Securities or the Private Exchange Securities, as
      the case may be, and provide the applicable trustee with printed
      certificates for the Initial Securities, the Exchange Securities or the
      Private Exchange Securities, as the case may be, in a form eligible for
      deposit with The Depository Trust Company.

            (l) The Company will comply with all rules and regulations of the
      Commission to the extent and so long as they are applicable to the
      Registered Exchange Offer or the Shelf Registration and will make
      generally available to its security holders (or otherwise provide in
      accordance with Section 11(a) of the Securities Act) an earnings statement
      satisfying the provisions of Section 11(a) of the Securities Act, no later
      than 45 days after the end of a 12-month period (or 90 days, if such
      period is a fiscal year) beginning with the first month of the Company's
      first fiscal quarter commencing after the effective date of the
      Registration Statement, which statement shall cover such 12-month period.

            (m) The Company shall cause the Indenture to be qualified under the
      Trust Indenture Act of 1939, as amended, in a timely manner and containing
      such changes, if any, as shall be necessary for such qualification. In the
      event that such qualification would require the appointment of a new
      trustee under the

                                       7
<PAGE>

      Indenture, the Company shall appoint a new trustee thereunder pursuant to
      the applicable provisions of the Indenture.

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

            (o) The Company shall enter into such customary agreements
      (including, if requested, an underwriting agreement in customary form) and
      take all such other action, if any, as a majority of the Holders of the
      Securities shall reasonably request in order to facilitate the disposition
      of the Securities pursuant to any Shelf Registration.

            (p) In the case of any Shelf Registration, the Company shall (i)
      make reasonably available for inspection by the Holders of the Securities,
      any underwriter participating in any disposition pursuant to the Shelf
      Registration Statement and any attorney, accountant or other agent
      retained by the Holders of the Securities or any such underwriter
      (collectively the "INSPECTORS") all relevant financial and other records,
      pertinent corporate documents and properties of the Company (collectively,
      the "RECORDS") at the offices where normally kept as shall be reasonably
      necessary to enable them to exercise any applicable due diligence
      responsibilities; provided, however, that each Inspector will be required
      to agree in writing that Records and information obtained by it as a
      result of such inspections shall be deemed confidential and may only be
      disclosed in connection with the consummation of the Shelf Registration;
      provided that such Inspectors may disclose such information (i) pursuant
      to the order of any court or administrative agency or in any pending legal
      or administrative proceeding, (ii) upon the request or demand of any
      regulatory authority having jurisdiction over the Company or any of its
      affiliates, (iii) to the extent that such information becomes publicly
      available other than by reason of disclosure by the Inspectors or (iv) to
      the Inspectors' employees, legal counsel and other experts or agents who
      need to know such information and are informed of the confidential nature
      of such information and (ii) cause the Company's officers, directors,
      employees, accountants and auditors to supply all relevant information
      reasonably requested by the Holders of the Securities or any such
      underwriter, attorney, accountant or agent in connection with the Shelf
      Registration Statement, in each case, as shall be reasonably necessary to
      enable such persons, to conduct a reasonable investigation within the
      meaning of Section 11 of the Securities Act; and each Inspector will be
      required to further agree in writing that it will, upon learning that
      disclosure of such Records or information is sought in a court of
      competent jurisdiction, or in connection with any action, suit or
      proceeding, give notice to the Company; provided, however, that the
      foregoing inspection and information gathering shall be coordinated on
      behalf of the Initial Purchasers by you and on behalf of the other
      parties, by one counsel designated by and on behalf of such other parties
      as described in Section 4 hereof.

            (q) In the case of any Shelf Registration, the Company, if
      reasonably requested by any Holder of Securities covered thereby, shall
      cause (i) its counsel to deliver an opinion and updates thereof relating
      to the Securities in customary form addressed to such Holders and the
      managing underwriters, if any, thereof and dated, in the case of the
      initial opinion, the effective date of such Shelf Registration Statement
      (which opinion, in form, scope and substance, shall be reasonably
      satisfactory to the Holders and each such underwriter and shall cover the
      matters customarily covered in opinions requested in underwritten
      offerings); (ii) its officers to execute and deliver all customary
      documents and certificates and updates thereof requested by any
      underwriters of the applicable Securities and (iii) its independent public
      accountants and the independent public accountants with respect to any
      other entity for which financial information is provided in the Shelf
      Registration Statement to provide to the selling Holders of the applicable
      Securities and any underwriter therefor a comfort letter in customary form
      and covering matters of the type customarily covered in comfort letters in
      connection with primary underwritten offerings, subject to receipt of
      appropriate documentation as contemplated, and only if permitted, by
      Statement of Auditing Standards No. 72.

                                       8
<PAGE>

            (r) If a Registered Exchange Offer or a Private Exchange is to be
      consummated, upon delivery of the Initial Securities by Holders to the
      Company (or to such other Person as directed by the Company) in exchange
      for the Exchange Securities or the Private Exchange Securities, as the
      case may be, the Company shall mark, or caused to be marked, on the
      Initial Securities so exchanged that such Initial Securities are being
      canceled in exchange for the Exchange Securities or the Private Exchange
      Securities, as the case may be; in no event shall the Initial Securities
      be marked as paid or otherwise satisfied.

            (s) The Company will use its reasonable best efforts to (a) if the
      Initial Securities have been rated prior to the initial sale of such
      Initial Securities, confirm such ratings will apply to the Securities
      covered by a Registration Statement, or (b) if the Initial Securities were
      not previously rated, cause the Securities covered by a Registration
      Statement to be rated with the appropriate rating agencies, if so
      requested by Holders of a majority in aggregate principal amount of
      Securities covered by such Registration Statement, or by the managing
      underwriters, if any.

            (t) In the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Securities or participate as a member of
      an underwriting syndicate or selling group or "assist in the distribution"
      (within the meaning of the Conduct Rules (the "RULES") of the National
      Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Company will
      assist such broker-dealer in complying with the requirements of such
      Rules, including, without limitation, by (i) if such Rules, including Rule
      2720, shall so require, engaging a "qualified independent underwriter" (as
      defined in Rule 2720) to participate in the preparation of the
      Registration Statement relating to such Securities, to exercise usual
      standards of due diligence in respect thereto and, if any portion of the
      offering contemplated by such Registration Statement is an underwritten
      offering or is made through a placement or sales agent, to recommend the
      yield of such Securities, (ii) indemnifying any such qualified independent
      underwriter to the extent of the indemnification of underwriters provided
      in Section 5 hereof and (iii) providing such information to such
      broker-dealer as may be required in order for such broker-dealer to comply
      with the requirements of the Rules.

            (u) The Company shall use its best efforts to take all other steps
      necessary to effect the registration of the Securities covered by a
      Registration Statement contemplated hereby.

      4. Registration Expenses. (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or 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 Securities to be issued in the Registered Exchange Offer and the
      Private Exchange and printing of Prospectuses), messenger and delivery
      services and telephone;

            (iv) all fees and disbursements of counsel for the Company;

            (v) all application and filing fees in connection with listing the
      Exchange Securities 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 Company (including the expenses of any special audit
      and comfort letters required by or incident to such performance).

                                       9
<PAGE>

The Company will bear its 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 the Company.

      (b) In connection with any Shelf Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are selling or reselling Securities pursuant
to the "Plan of Distribution" contained in the Shelf Registration Statement for
the reasonable fees and disbursements of not more than one counsel, who shall be
Milbank, Tweed, Hadley & McCloy LLP unless another firm shall be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities
for whose benefit such Shelf Registration Statement is being prepared.

      5. Indemnification. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "INDEMNIFIED PARTIES") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided further, however, that this indemnity agreement will be
in addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify underwriters, their officers
and directors and each person who controls such underwriters within the meaning
of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.

      (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the

                                       10
<PAGE>

limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

      (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. In any such proceeding,
any indemnified party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the contrary; (ii) the indemnifying party has failed within a
reasonable time to retain counsel reasonably satisfactory to the indemnified
party; (iii) the indemnified party shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to
those available to the indemnifying party; or (iv) the named parties in any such
proceeding (including any indemnified parties) include both the indemnifying
party and the indemnified party and the representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood and agreed that the indemnifying party
shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all indemnified parties, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for any Purchaser, its affiliates, directors and officers and any
control persons of such Purchaser shall be designated in writing by Lehman
Brothers Inc. and any such separate firm for the Company, its directors and
officers, and any control person of the Company shall be designated in writing
by the Company. No indemnifying party shall, without the prior written consent
of the indemnified party, which consent shall not be unreasonably withheld or
delayed, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement
includes (i) an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action and (ii) does
not include a statement as to or an admission of fault, culpability or failure
to act by or on behalf of any indemnified party.

      (d) If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Securities, pursuant to
the Registered Exchange Offer, or (ii) if the allocation provided by the
foregoing 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) above but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties 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 Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any

                                       11
<PAGE>

legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the
subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have 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 Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.

      (e) The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

      6. Additional Interest Under Certain Circumstances. (a) Additional
interest (the "ADDITIONAL INTEREST") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "REGISTRATION DEFAULT"):

            (i) any Registration Statement required by this Agreement is not
      filed with the Commission on or prior to the applicable Filing Deadline;

            (ii) any Registration Statement required by this Agreement is not
      declared effective by the Commission on or prior to the applicable
      Effectiveness Deadline;

            (iii) the Registered Exchange Offer has not been consummated on or
      prior to the Consummation Deadline; or

            (iv) any Registration Statement required by this Agreement has been
      declared effective by the Commission but (A) such Registration Statement
      thereafter ceases to be effective during the periods specified herein
      during which it is required to be effective or (B) such Registration
      Statement or the related prospectus ceases to be usable in connection with
      resales of Transfer Restricted Securities during the periods specified
      herein because either (1) any event occurs as a result of which the
      related prospectus forming part of such Registration Statement would
      include any 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, or (2) it shall
      be necessary to amend such Registration Statement or supplement the
      related prospectus, to comply with the Securities Act or the Exchange Act
      or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission .

      Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.25% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 1.0% per annum.

      (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or, if required to be kept effective after consummation
of the Exchange Offer, the Exchange Offer Registration Statement or the related
prospectus if (i) such Registration

                                       12
<PAGE>

Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Registration Statement to incorporate annual audited financial
information with respect to the Company where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use
the related prospectus or (y) other material events, with respect to the Company
that would need to be described in such Registration Statement or the related
prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement such Registration Statement
and related prospectus to describe such events or to otherwise cause such
Registration Statement and related prospectus to again be usable except to the
extent that suspension is permissible pursuant to Section 3(b)(vi); provided,
however, that in any case if such Registration Default occurs for a continuous
period in excess of 30 days (or, if greater, the maximum allowable period for
suspension pursuant to Section 3(b)(vi)), Additional Interest shall be payable
in accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

      (c) Any amounts of Additional Interest due pursuant to Section 6(a) will
be payable in cash on the regular interest payment dates with respect to the
Securities. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the
Securities and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

      (d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the
date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such broker-dealer
on or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

      7. Rules 144 and 144A. The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Securities, make publicly
available other information so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Securities may reasonably request, all
to the extent required from time to time to enable such Holder to sell
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register any
of its securities pursuant to the Exchange Act.

      8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

      No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

      9. Miscellaneous.

                                       13
<PAGE>

      (a) Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Section 1 and 2 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 Company's obligations under Sections 1 and
2 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

      (b) No Inconsistent Agreements. The Company will not 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 the Company's 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 departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

      (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

            (1) if to a Holder of the Securities, at the most current address
given by such Holder to the Company.

            (2) if to the Initial Purchasers:

                  Lehman Brothers Inc.
                  745 Seventh Avenue
                  New York, New York 10019
                  Fax No.: (212) 526-0943
                  Attention: Syndicate Department

      with a copy to:

                  Milbank, Tweed, Hadley & McCloy LLP
                  One Chase Manhattan Plaza
                  New York, New York 10005
                  Fax No.: (212) 822-5546
                  Attention: Arnold B. Peinado, III

            (3) if to the Company, at its address as follows:

                  CITGO Petroleum Corporation
                  1293 Eldridge Parkway
                  Houston, Texas 77077
                  Fax No.: (832) 486-5501
                  Attention: General Counsel

      with a copy to:

                  Sidley Austin Brown & Wood LLP
                  Bank One Plaza
                  10 South Dearborn Street

                                       14
<PAGE>

                  Chicago, IL 60603
                  Fax No.: (312) 853-7036
                  Attention: Richard Astle

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

      (e) Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, 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 their rights or the rights of Holders
hereunder.

      (f) Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns.

      (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 PRINCIPLES
OF CONFLICTS OF LAWS.

      (j) Severability. If 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) Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                                       15
<PAGE>

      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Initial Purchasers and the Company in accordance with its terms.

                                    Very truly yours,

                                    CITGO PETROLEUM CORPORATION

                                       By:
                                          /s/ Philip J. Reedy
                                          ----------------------
                                          Name: Philip J. Reedy
                                          Title: Treasurer

<PAGE>

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

Lehman Brothers Inc.
BNP Paribas Securities Corp.
BNY Capital Markets, Inc.
Citigroup Global Markets Inc.
SG Americas Securities, LLC
WestLB AG, London Branch

By: Lehman Brothers Inc.

By:
   ____________________________________
   Name:
   Title:

<PAGE>

                                                                         ANNEX A

      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX B

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

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until      , 200 , all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

      The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

      For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

----------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.

<PAGE>

                                                                         ANNEX D

[ ]   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

      Name:    _________________________________________
      Address: _________________________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.