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                                                                     EXHIBIT 4.1


                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 20, 2003
                                  by and among

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

                                       and

                          Citigroup Global Markets Inc.
                         Banc of America Securities LLC
                         Credit Suisse First Boston LLC
                           J.P. Morgan Securities Inc.


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     This Registration Rights Agreement (this "Agreement") is made and entered
into as of May 20, 2003, 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 Citigroup
Global Markets Inc., Banc of America Securities LLC, Credit Suisse First Boston
LLC and J.P. Morgan Securities Inc., as representatives of the Initial
Purchasers listed on Schedule B to the Purchase Agreement referred to below
(each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each
of whom has agreed to purchase the Company's 10 1/2% Senior Secured Notes due
2013 (the "Initial Notes") pursuant to the Purchase Agreement (as defined
below).

     This Agreement is made pursuant to the Purchase Agreement, dated May 15,
2003, (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


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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 Trustee 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 10 1/2% Senior Secured Exchange Notes, due
2013 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.

     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.




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

     Rule 144: Rule 144 promulgated under the Act.

     Shelf Registration Statement: As defined in Section 4 hereof.

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

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

     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 Offer.

     (a) Unless the Exchange Offer shall not be permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a)(i) below have
been complied with), the 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


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reasonable best efforts to cause the Exchange Offer Registration Statement to
become effective at the earliest possible time, but in no event later than 210
days after the Closing Date (such 210th day being the "Effectiveness Deadline"),
(iii) in connection with the foregoing, (A) file all pre-effective amendments to
the Exchange Offer Registration Statement as may be necessary in order to cause
it to become effective, (B) file, if applicable, a post-effective amendment to
the Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) cause all necessary filings, if any, in connection with the registration
and qualification of the Exchange Notes to be made under the Blue Sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange
Offer, subject to the proviso contained in Section 6(c)(xii) below, and (iv)
upon the effectiveness of 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 available to
the Company 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 reasonable
best efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate such Exchange Offer; provided, however, that in no event
shall such period be less than 20 Business Days. The 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 shall be included
in the Exchange Offer Registration Statement. The Company and the Guarantors
shall use their respective reasonable best efforts to cause the Exchange Offer
to be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
Business Days thereafter (such 30th Business Day being the "Consummation
Deadline").

     (c) The 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"


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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.

     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 reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Sections 6(a) and 6(c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto or are no longer outstanding. The
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 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
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:


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          (x) cause to be filed, on or prior to 100 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 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 reasonable best efforts to cause such
     Shelf Registration Statement to become effective on or prior to 110 days
     after the Filing Deadline for the Shelf Registration Statement (such 110th
     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 clause 4(a)(i), 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 reasonable 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


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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 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 (if
required) 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 as required herein (except as provided in, and during the time periods
specified in, Section 4(c)) without being succeeded within five days by a
post-effective amendment to


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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
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 reasonable best
efforts to effect such exchange and to permit the resale of Exchange Notes by
Broker-Dealers that tendered in the Exchange Offer Initial Notes that such
Broker-Dealer acquired for its own account as a result of its market making


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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
     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


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     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 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 to the Company for the sale of the Transfer Restricted Securities
     in accordance with the intended method or


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     methods of distribution thereof within the time periods and otherwise in
     accordance with the provisions hereof, and

          (ii) issue, upon the request of any Holder or purchaser of Initial
     Notes covered by the Shelf Registration Statement, Exchange Notes having an
     aggregate principal amount equal to the aggregate principal amount of
     Initial Notes sold pursuant to the Shelf Registration Statement and
     surrendered to the 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 reasonable best efforts to keep such
     Registration Statement continuously effective and provide all requisite
     financial statements for the period specified in Section 3 or 4 of this
     Agreement, as applicable. Upon the occurrence of any event that would cause
     any such Registration Statement or the Prospectus contained therein (A) to
     contain an untrue statement of material fact or omit to state any material
     fact necessary to make the statements therein not misleading or (B) not to
     be effective and usable for resale of Transfer Restricted Securities during
     the period required by this Agreement, the 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;


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          (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 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) upon written request, furnish to the requesting Initial Purchasers
     and, in the case of a Shelf Registration Statement, each requesting Holder
     of securities covered thereby, in connection with such exchange or sale, if
     any, before filing with the Commission, copies of any


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     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) upon written request, promptly prior to the filing of any
     document that is to be incorporated by reference into a Registration
     Statement or Prospectus, provide copies of such document to the requesting
     Initial Purchasers and in the case of a Shelf Registration Statement, each
     requesting Holder of securities covered thereby, in connection with such
     exchange or sale, if any, 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 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


                                       14

<PAGE>





     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) upon written request 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) upon written request, furnish to the requesting Initial
     Purchasers and, in the case of a Shelf Registration Statement, each
     requesting Holder of securities covered thereby, in connection with such
     exchange or sale, 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


                                       15

<PAGE>

     customary representations and warranties similar to those contained in the
     Purchase Agreement and take all such other actions in connection therewith
     in order to expedite or facilitate the disposition of the Transfer
     Restricted Securities pursuant to any applicable Registration Statement
     contemplated by this Agreement as may be reasonably requested by any
     Initial Purchaser or, in the case of a Shelf Registration Statement, the
     Holders of a majority in aggregate principal amount of the Transfer
     Restricted Securities covered thereby (the "Majority Holders") in
     connection with any sale or resale pursuant to any applicable Registration
     Statement. In such connection, the 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 reasonable best efforts to cause to be
          furnished) to each Holder upon Consummation of the Exchange Offer or
          upon the effectiveness of the Shelf Registration Statement, as the
          case may be:

                    (1) a customary certificate, dated such date, signed on
               behalf of 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, matters similar to those 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 fairness of such statements; and that
               such counsel advises that, on the basis of the


                                       16

<PAGE>





               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, statistical and
               accounting 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

               (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


                                       17

<PAGE>


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

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

          (xv) provide a CUSIP number for all 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 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 reasonable best efforts to comply
     with all applicable rules and regulations of the Commission, and


                                       18

<PAGE>

     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. Such documents may be provided
     electronically at the Company's discretion.

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


                                       19

<PAGE>


     (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 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


                                       20

<PAGE>

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 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,


                                       21

<PAGE>

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 reasonable 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 reasonable fees and expenses of
counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and more than twenty days after the indemnifying party shall
have received notice of the proposed settlement and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes


                                       22

<PAGE>

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 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


                                       23

<PAGE>

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 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. 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


                                       24

<PAGE>


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

          (ii) if to the Company or the Guarantors:

               c/o Lyondell Chemical Company
               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.


                                       25

<PAGE>


     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.

     (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.


                                       26

<PAGE>

     (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 and Treasurer

                                ARCO CHEMICAL TECHNOLOGY, INC.



                                By:          /s/ FRANCIS P. MCGRAIL
                                      ------------------------------------------
                                      Name:  Francis P. McGrail
                                      Title: President

                                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

                                LYONDELL CHEMICAL NEDERLAND, LTD.


                                By:           /s/ KAREN A. TWITCHELL
                                      ------------------------------------------
                                      Name:  Karen A. Twitchell
                                      Title: Vice President and Treasurer


                                       28

<PAGE>


CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
      As representatives of the Initial Purchasers referred to herein

By: CITIGROUP GLOBAL MARKETS INC.


By:      /s/ AARON DANNENBURG
    ---------------------------------
    Name:  Aaron Dannenberg
    Title: Directer

                                       29