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                                                                     EXHIBIT 4.1

                         REGISTRATION RIGHTS AGREEMENT


                          Dated as of December 4, 200l
                                 by and among

                           Lyondell Chemical Company
                        ARCO Chemical Technology, Inc.
                        ARCO Chemical Technology, L.P.
                       Lyondell Chemical Nederland, Ltd.

                                      and

                           Salomon Smith Barney Inc.
                          J.P. Morgan Securities Inc.
                        Banc of America Securities LLC
                    Credit Suisse First Boston Corporation
                        Banc One Capital Markets, Inc.
                     Credit Lyonnais Securities (USA) Inc.
                           Mizuho International plc
                           Scotia Capital (USA) Inc.
                        SG Cowen Securities Corporation
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     This Registration Rights Agreement (this "Agreement") is made and entered
into as of December 4, 2001, by and among Lyondell Chemical Company, a Delaware
corporation (the "Company"), ARCO Chemical Technology, Inc., a Delaware
corporation ("ACTI"), ARCO Chemical Technology, L.P., a Delaware limited
partnership ("ACTLP") and Lyondell Chemical Nederland, Ltd., a Delaware
corporation (together with ACT1 and ACTLP, the "Guarantors"), and Salomon Smith
Barney Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Credit
Suisse First Boston Corporation, Banc One Capital Markets, Inc., Credit Lyonnais
Securities (USA) Inc., Mizuho International plc, Scotia Capital (USA) Inc. and
SG Cowen Securities Corporation (each an "Initial Purchaser" and, collectively,
the "Initial Purchasers"), each of whom has agreed to purchase the Company's 9%%
Senior Secured Notes, due 2008 (the "Initial Notes") pursuant to the Purchase
Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated November
30, 2001, (the "Purchase Agreement"), by and among the Company, the Guarantors
and the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Initial Notes, the Company and the Guarantors 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 2 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 Initial Notes among the Company, the Guarantors
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.

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     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 Company to the Registrar under the
Indenture 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 Exchange Offer.

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

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

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

     Exchange Notes: The Company's 9 1/2% Senior Secured Exchange Notes, due
2008 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii)
as contemplated by Section 6(b) hereof.

     Exchange Offer: The exchange and issuance by the Company 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 the
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.

     Exempt Resales: The transactions in which the Initial Purchasers propose to
sell the Initial Notes to certain "qualified institutional buyers," as such term
is defined in Rule 144A under the Act and to certain non U.S. persons in
transactions under Regulation S under the Act.

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

     Holders: As defined in Section 2 hereof.

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

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     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: Any registration statement of the Company and the
Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to 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.

     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 the date on which such Exchange Note is
disposed of by a Broker-Dealer pursuant to the "Plan of Distribution"

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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 an Exchange Offer shall not be permitted by applicable federal
law (after the procedures set forth in Section 6(a)(i) below have been complied
with), the Company and the Guarantors shall (i) cause the Exchange Offer
Registration Statement to be tiled 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 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, and
(iv) upon the effectiveness of such 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 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 the Company or any of its Affiliates) as
contemplated by Section 3(c) below.

     (b)  The Company and the Guarantors shall use their respective 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 Company and the Guarantors shall cause the
Exchange Offer to comply with all applicable federal and state securities

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laws. No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement. The Company and the Guarantors shall use
their respective 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 Company 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 Company or any Affiliate of the Company), 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 Company and
Guarantors 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 Company and the Guarantors agree to use
their respective 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 Company and
the Guarantors 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.

     Section 4. Shelf Registration.

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         (a) Shelf Registration. If(i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors 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 Company 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
Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by
it in the 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 Company or any
of its Affiliates, then the Company and the Guarantors shall:

                  (x) cause to be filed, on or prior to 30 days after the
         earlier of(i) the date on which the Company determines 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 Company receives
         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 with respect to which an
         Exchange Offer is not permitted in the case of clause 4(a)(i) 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 best efforts to cause such
         Shelf Registration Statement to become effective on or prior to 60 days
         after the Filing Deadline for the Shelf Registration Statement (such
         60th day the "Effectiveness Deadline").

         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable law or Commission
policy (i.e., 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 Company 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 Company and
the Guarantors shall

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use their respective best efforts to keep any Shelf Registration Statement
required by this Section 4(a) continuously effective, supplemented, amended and
current as required by and subject to the provisions of Sections 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
ShelfRegistration 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 Company 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 Company
by such Holder not materially misleading.

         (c) Suspension. The Company and the Guarantors will have the ability to
suspend the Shelf Registration Statement (a "Suspension Period"), if the Company
and the Guarantors determine, in their reasonable best judgment, upon written
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. A Suspension Period shall commence on and
include the date that the Company and the Guarantors 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 Company and the Guarantors 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

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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 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 (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 the Company and each of the Guarantors hereby
jointly and severally agree to pay to each Holder of Transfer Restricted
Securities affected thereby 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 Company and the Guarantors 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

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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 Company and the Guarantors 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 Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective 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 from the Company or any of its 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
         Company raises a substantial question as to whether the Exchange Offer
         is permitted by applicable federal law, the Company and the Guarantors
         hereby agree to seek a no-action letter or other favorable decision
         from the Commission allowing the Company and the Guarantors to
         Consummate an Exchange Offer for such Transfer Restricted Securities.
         The Company and the Guarantors 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 Company and
         the Guarantors 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

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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 Company,
prior to the Consummation of the Exchange Offer, a written representation to the
Company and the Guarantors (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 the Company or a Broker-Dealer tendering
Initial Notes acquired directly from the Company 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 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 Company and the Guarantors shall provide a supplemental letter to
the Commission (A) stating that the Company and the Guarantors 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 the Company nor any of the Guarantors 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 the Company's and each
Guarantor's information and belief, each Holder

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         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 Company and the Guarantors 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
         Company pursuant to Section 4(b) hereof), and pursuant thereto the
         Company and the Guarantors 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 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 any Shelf Registration Statement contemplated
         by this Agreement, 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 Company for
         cancellation; the Company 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 Company and
the Guarantors shall:

                 (i)  use their respective 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

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period required by this Agreement, the Company and the Guarantors shall, subject
to Section 4(c), tile 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
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order

                                       13
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suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company and
the Guarantors shall use their respective 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)  furnish to the Initial Purchasers and, in the case of a Shelf
Registration Statement, each 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 Company 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) 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 Initial Purchasers and in the case of a Shelf
Registration Statement, each Holder of securities covered thereby, in connection
with such exchange or sale, if any, make the Company's and each Guarantor'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;

                                       14
<PAGE>

         (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 by such Holders, all financial and other records, pertinent
corporate documents of the Company and each Guarantor and cause the Company's
and each Guarantor's 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 Company and the Guarantors that any information that is reasonably and
in good faith designated by the Company and the Guarantors in writing as
confidential at the time of delivery of 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 Company and its 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 Company is notified of the matters to be included
in such Prospectus supplement or post-effective amendment;

                                       15
<PAGE>

          (ix) furnish to the Initial Purchasers 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 Company and the
 Guarantors 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;

          (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
 representations and warranties 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
 Company 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 WGWW) and
          6W(xiKW), use its 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 certificate, dated such date, signed on behalf of the
               Company and each Guarantor by (x) the President or any Vice
               President and (y) a principal financial or accounting officer of
               the Company and the Guarantor, confirming, as of the date
               thereof, the matters set forth in

                                       16
<PAGE>

               Sections 6(d), 9(a) and 9(b) 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
               Company and the Guarantors covering matters similar to those set
               forth in paragraphs (e), (f), (g) and (h) of Section 9 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 Company and the Guarantors,
               representatives of the independent public accountants for the
               Company and the Guarantors 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
               Company and the Guarantors 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 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 indepen-
               dently verified, the accuracy, completeness or fairness of the
               financial statements, notes and schedules and other

                                       17
<PAGE>

               financial 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 Company's 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 affirming the matters set forth in
               the comfort letters delivered pursuant to Section 9(j) of the
               Purchase Agreement; 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 Company and the Guarantors 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 the Company nor any Guarantor 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;

          (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

                                       18
<PAGE>

     the selling Holders may request at least two Business Days prior to such
     sale of Transfer Restricted Securities;

          (xiv)   use their respective 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 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 Indenture to be so qualified in accordance with the terms of the TIA;
     and execute and use its 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 riled with the Commission to enable such
     Indenture 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.

     (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 6(c)(iii)(C) or any notice from the Company 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

                                       19
<PAGE>

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 Company 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 Company with more recently
dated Prospectuses or (ii) deliver to the Company (at the Company's 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 Section 3 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.

     Section 7. Registration Expenses.

     (a)  All expenses incident to the Company's and the Guarantors' performance
of or compliance with this Agreement will be borne by the Company, 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 Company, the Guarantors 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 Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).

                                       20
<PAGE>

     The Company will, in any event, bear its and the Guarantors' 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 or any Guarantor.

     (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 Company and the Guarantors
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)  The Company and each of the Guarantors agree, 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 the Company 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 Company
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
Company 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

                                       21
<PAGE>

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 the Company and the Guarantors, and
their respective directors and officers, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company or the Guarantors to the same extent as the foregoing indemnity from
the Company and the Guarantors set forth in Section S(a) above, but only with
reference to information relating to such Holder furnished in writing to the
Company 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 S(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 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 S(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,

                                       22
<PAGE>

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 and the
Guarantors, 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 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 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 in such proportion as
is appropriate to reflect the relative fault of the Company and the Guarantors,
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 Company and the Guarantors, on the one
hand, and of the Holder, on the other hand, shall be

                                       23
<PAGE>

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 or the
Guarantors, 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.

     The Company, the Guarantors 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. 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.

     The Company and each Guarantor agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company or any Guarantor (i) is 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) is 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.

                                       24
<PAGE>

         Section 10. Miscellaneous.

         (a) Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or any Guarantor 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
Company's and the Guarantors' obligations under Sections 3 and 4 hereof. The
Company and the Guarantors 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 the Company nor any Guarantor
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.
Neither the Company nor any Guarantor has previously entered into any agreement
which remains in effect granting any registration rights with respect to its
securities to any Person. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's and the Guarantors' securities under any agreement in
effect on the date hereof.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified 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 Company has obtained the written consent of
Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, the Company has 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 Company or its
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 Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and

                                       25
<PAGE>

 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 under the applicable Indenture, with a copy to the
         Registrar under such Indenture; and

                  (ii)  if to the Company or the Guarantors:

                              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.

         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

                                       26
<PAGE>

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.

                                       27
<PAGE>

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

                                           LYONDELL CHEMICAL COMPANY



                                           By: /s/ Karen A. Twitchell
                                              ---------------------------
                                               Name: Karen A. Twitchell
                                               Title: Vice President & Treasurer


                                           ARCO CHEMICAL TECHNOLOGY, INC.



                                           By:___________________________
                                               Name:
                                               Title:

                                           ARCO CHEMICAL TECHNOLOGY, L.P.

                                           By: ARCO Chemical Technology
                                               Management, Inc., its General
                                               Partner


                                           By:___________________________
                                               Name:
                                               Title:


                                           LYONDELL CHEMICAL NEDERLAND, LTD.


                                           By: /s/ Karen A. Twitchell
                                              ---------------------------
                                               Name: Karen A. Twitchell
                                               Title: Vice President & Treasurer
<PAGE>

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

                                          LYONDELL CHEMICAL COMPANY



                                          By:_______________________________
                                              Name:
                                              Title:


                                          ARCO CHEMICAL TECHNOLOGY, INC.


                                          By: /s/ Francis P. McGrail
                                             -------------------------------
                                              Name: Francis P. McGrail
                                              Title: President and Treasurer

                                          ARCO CHEMICAL TECHNOLOGY, L.P.

                                          By: ARCO Chemical Technology
                                              Management, Inc., its General
                                              Partner


                                          By: /s/ Francis P. McGrail
                                             -------------------------------
                                              Name: Francis P. McGrail
                                              Title: President and Treasurer


                                          LYONDELL CHEMICAL NEDERLAND, LTD.


                                          By:_______________________________
                                              Name:
                                              Title:
<PAGE>

SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC ONE CAPITAL MARKETS, INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
MIZUHO INTERNATIONAL PLC
SCOTIA CAPITAL (USA) INC.
SG COWEN SECURITIES CORPORATION

By: SALOMON SMITH BARNEY INC.


By: /s/ Edward T. Crook
   -----------------------------
   Name: Edward T. Crook
   Title: Managing Director