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                                                                    Exhibit 4.20

                          REGISTRATION RIGHTS AGREEMENT


                          Dated as of December 4, 2002
                                  by and among

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

                                       and

                     Credit Suisse First Boston Corporation
                           J.P. Morgan Securities Inc.
                         Banc of America Securities LLC
                            Salomon Smith Barney Inc.

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     This Registration Rights Agreement (this "Agreement") is made and entered
into as of December 4, 2002, 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 ACTI and ACTLP, the "Guarantors"), and Credit Suisse
First Boston Corporation, J.P. Morgan Securities Inc., Banc of America
Securities LLC and Salomon Smith Barney Inc. (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Company's 9 1/2% 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
25, 2002, (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.

     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.

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     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.

     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.

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

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

     Section 2.   Holders.

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

     Section 3.   Registered Exchange Offers.

     (a) Unless 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 filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 100 days after the Closing
Date (such 100th 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

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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 laws. No securities other than the
Exchange Notes (including Exchange Notes being offered in exchange for other
notes of the same series as the Initial 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.

     (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

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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 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
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the 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

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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 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

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be required to pay liquidated damages for more than one Registration Default at
any given time. Notwithstanding anything to the contrary set forth herein, (i)
upon filing of the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement), in the case of clause (a) above, (ii) upon
the effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of clause (b) above,
(iii) upon Consummation of the Exchange Offer, in the case of clause (c) above,
or (iv) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of clause (d) above,
the liquidated damages payable with respect to the Transfer Restricted
Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall
cease to accrue.

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

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     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 period required by this Agreement, the Company and the Guarantors
     shall, subject to Section 4(c), file promptly an appropriate amendment to
     such Registration Statement curing such defect, and, if Commission review
     is required, use their respective reasonable best efforts to cause such
     amendment to be declared effective as soon as practicable.

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

          (iii) advise the Initial Purchasers and, in the case of a Shelf
     Registration Statement, each Holder of securities covered thereby, promptly
     and, if requested by such Holder, confirm such advice in writing, (A) when
     the Prospectus or any Prospectus supplement or post-effective amendment has
     been filed, and, with respect to any

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     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
     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;

                                       11

<PAGE>

          (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;

          (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;

          (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

                                       12

<PAGE>

     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 6(c)(xi)(A)(2)
          and 6(c)(xi)(A)(3), 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 Sections 6(d) and 9(a) 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 (d), (e), (f) and (g) 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

                                       13

<PAGE>

                 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 independently verified, the
                 accuracy, completeness or fairness of the financial statements,
                 notes and schedules and other 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(i) 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

                                       14

<PAGE>

     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 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 Exchange Notes or, in the case
     of a Shelf Registration, the securities being sold thereunder, not later
     than the effective date of a Registration Statement covering such Transfer
     Restricted Securities and ensure that the Exchange Notes or such other
     securities do not have a CUSIP number that is identical to that used for
     the Company's outstanding 9 1/2% Senior Secured Notes due 2008 and provide
     the Trustee with printed certificates for such 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); and

          (xvii) 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 Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or
(ii) such Holder is advised in writing by the 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

                                       15

<PAGE>

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).

     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

                                       16

<PAGE>

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 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 8(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 8(b) (the
"indemnified party"), the

                                       17

<PAGE>

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 8(a) and
8(b), a Holder shall not be required to assume the defense of such action
pursuant to this Section 8(c), but may employ separate counsel and participate
in the defense thereof, but the fees and expenses of such counsel, except as
provided below, shall be at the expense of the Holder). Any indemnified party
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the indemnified party unless (i) the employment of
such counsel shall have been specifically authorized in writing by the
indemnifying party, (ii) the indemnifying party shall have failed to assume the
defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Company 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

                                       18

<PAGE>

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 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.

     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

                                       19

<PAGE>

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 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

                                       20

<PAGE>

          (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 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.

                                       21

<PAGE>

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

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

                                       22

<PAGE>

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

                               LYONDELL CHEMICAL COMPANY



                               By: /s/ Lyondell Chemical Company
                                   ---------------------------------------------

                               ARCO CHEMICAL TECHNOLOGY, INC.



                               By: /s/ ARCO Chemical Technology, Inc.
                                   ---------------------------------------------


                               ARCO CHEMICAL TECHNOLOGY, L.P.

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


                               By: /s/ ARCO Chemical Technology Management, Inc.
                                   ---------------------------------------------


                               LYONDELL CHEMICAL NEDERLAND, LTD.


                               By: /s/ Lyondell Chemical Nederland, Ltd.
                                   ---------------------------------------------

                                       23

<PAGE>

CREDIT SUISSE FIRST BOSTON CORPORATION.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
SALOMON SMITH BARNEY INC.

By: CREDIT SUISSE FIRST BOSTON CORPORATION


By: /s/ Credit Suisse First Boston Corporation
    --------------------------------------------

                                       24