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                                                                  Exhibit 4.7(a)



                             EQUISTAR CHEMICALS, LP
                          EQUISTAR FUNDING CORPORATION,
                                   as Issuers

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

                                   ----------

                                    INDENTURE

                           Dated as of April 22, 2003

                                   ----------

                          10 5/8% Senior Notes Due 2011

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                                TABLE OF CONTENTS

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                                    ARTICLE 1

            Definitions and Other Provisions of General Application

Section 1.01.    Definitions...................................................1
Section 1.02.    Other Definitions............................................29
Section 1.03.    Rules of Construction........................................30
Section 1.04.    Incorporation by Reference of TIA............................30
Section 1.05.    Conflict with TIA............................................31
Section 1.06.    Compliance Certificates and Opinions.........................31
Section 1.07.    Form of Documents Delivered to Trustee.......................32
Section 1.08.    Acts of Noteholders; Record Dates............................32
Section 1.09.    Notices, Etc., to Trustee and Issuers........................34
Section 1.10.    Notices to Holders; Waivers..................................35
Section 1.11.    Effect of Headings and Table of Contents.....................35
Section 1.12.    Successors and Assigns.......................................35
Section 1.13.    Separability Clause..........................................35
Section 1.14.    Benefits of Indenture........................................35
Section 1.15.    Governing Law................................................35
Section 1.16.    Legal Holidays...............................................36
Section 1.17.    No Personal Liability of Directors, Officers, Employees,
                    Stockholders and Partners.................................36
Section 1.18.    Exhibits.....................................................36
Section 1.19.    Counterparts.................................................36

                                    ARTICLE 2

                                   Note Forms

Section 2.01.    Forms Generally..............................................36
Section 2.02.    Form of Trustee' Certificate of Authentication...............38
Section 2.03.    Restrictive Legends..........................................39

                                    ARTICLE 3

                                   The Notes

Section 3.01.    Title and Terms..............................................41
Section 3.02.    Denominations................................................42
Section 3.03.    Execution, Authentication and Delivery and Dating............42
Section 3.04.    Temporary Notes..............................................43
Section 3.05.    Registration, Registration of Transfer and Exchange..........43
Section 3.06.    Mutilated, Destroyed, Lost and Stolen Notes..................44
Section 3.07.    Payment of Interest Rights Preserved.........................45
Section 3.08.    Persons Deemed Owners........................................46
Section 3.09.    Cancellation.................................................46
Section 3.10.    Computation of Interest......................................46

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Section 3.11.    Payment of Liquidated Damages................................47
Section 3.12.    CUSIP Numbers................................................47
Section 3.13.    Book-entry Provisions for Global Notes.......................47
Section 3.14.    Transfer Provisions..........................................48

                                    ARTICLE 4

                                   Covenants

Section 4.01.    Payment of Principal, Premium and Interest...................54
Section 4.02.    Maintenance of Office or Agency..............................55
Section 4.03.    Money for Payments to Be Held in Trust.......................55
Section 4.04.    SEC Reports..................................................56
Section 4.05.    Certificates to Trustee......................................57
Section 4.06.    Limitation on Indebtedness...................................57
Section 4.07.    Limitation on Restricted Payments............................61
Section 4.08.    Additional Interest upon Payment of Permitted Dividends......65
Section 4.09.    Limitation on Dividend and other Payment Restrictions
                    affecting Restricted Subsidiaries.........................66
Section 4.10.    Limitation on Sales of Assets................................68
Section 4.11.    Limitation on Affiliate Transactions.........................69
Section 4.12.    Limitation on Liens..........................................71
Section 4.13.    Repurchase of Notes upon a Change in Control.................71
Section 4.14.    Limitation on Sale and Leaseback Transactions................72
Section 4.15.    Limitation on Line of Business...............................72
Section 4.16.    Limitation on Accounts Receivable Facilities.................72
Section 4.17.    Limitation on Business Activities by Equistar Funding........72
Section 4.18.    Limited Applicability of Covenants when Notes are rated
                    Investment-Grade..........................................73
Section 4.19.    Existence....................................................73
Section 4.20.    Payment of Taxes and Other Claims............................73
Section 4.21.    Maintenance of Properties and Insurance......................73
Section 4.22.    Limitation on Issuance of Guarantees by Restricted
                    Subsidiaries..............................................74
Section 4.23.    Payments for Consents........................................74

                                    ARTICLE 5

                    Consolidation, Merger or Sale of Assets

Section 5.01.    Consolidation, Merger or Sale of Assets by the Company.......74
Section 5.02.    Successor Company Substituted................................75
Section 5.03.    Consolidation, Merger or Sale of Assets by Equistar
                    Funding...................................................76
Section 5.04.    Opinion of Counsel to Trustee................................77

                                    ARTICLE 6

                                    Remedies

Section 6.01.    Events of Default............................................77
Section 6.02.    Acceleration.................................................78
Section 6.03.    Other Remedies...............................................78

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Section 6.04.    Waiver of Past Defaults......................................79
Section 6.05.    Control by Majority..........................................79
Section 6.06.    Limitation on Suits..........................................79
Section 6.07.    Rights of Holders to Receive Payment.........................80
Section 6.08.    Collection Suit by Trustee...................................80
Section 6.09.    Trustee May File Proofs of Claim.............................80
Section 6.10.    Priorities...................................................80
Section 6.11.    Undertaking for Costs........................................81
Section 6.12.    Restoration of Rights and Remedies...........................81
Section 6.13.    Rights and Remedies Cumulative...............................81
Section 6.14.    Waiver of Stay, Extension or Usury Laws......................81

                                    ARTICLE 7

                                  The Trustee

Section 7.01.    Certain Duties and Responsibilities..........................82
Section 7.02.    Notice of Defaults...........................................83
Section 7.03.    Certain Rights of Trustees...................................83
Section 7.04.    Not Responsible for Recitals or Issuance of Notes............84
Section 7.05.    Trustee's Disclaimer.........................................85
Section 7.06.    May Hold Notes...............................................85
Section 7.07.    Money Held in Trust..........................................85
Section 7.08.    Compensation and Reimbursement...............................85
Section 7.09.    Conflicting Interests........................................86
Section 7.10.    Corporate Trustee Required; Eligibility......................86
Section 7.11.    Resignation and Removal; Appointment of Successor............86
Section 7.12.    Acceptance of Appointment by Successor.......................87
Section 7.13.    Merger, Conversion, Consolidation or Succession to Business..88
Section 7.14.    Preferential Collection of Claims Against the Issuers........88
Section 7.15.    Appointment of Authenticating Agent..........................88

                                    ARTICLE 8

              Holders' List and Reports by Trustee and the Issuers

Section 8.01.    The Issuers to Furnish Trustee Names and Addresses of
                    Holders; Stock Exchange Listing...........................88
Section 8.02.    Preservation of Information; Communications to Holders.......89
Section 8.03.    Reports by Trustee...........................................89

                                    ARTICLE 9

                        Amendment, Supplement or Waiver

Section 9.01.    Without Consent of the Holders...............................90
Section 9.02.    With Consent of Holders......................................90
Section 9.03.    Execution of Amendments, Supplements or Waivers..............92
Section 9.04.    Revocation and Effect of Consents............................92
Section 9.05.    Conformity with TIA..........................................92
Section 9.06.    Notation on or Exchange of Notes.............................92

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                                   ARTICLE 10

                              Redemption of Notes

Section 10.01.   Right of Redemption..........................................93
Section 10.02.   Applicability of Article.....................................93
Section 10.03.   Election to Redeem; Notice to Trustee........................93
Section 10.04.   Selection by Trustee of Notes to Be Redeemed.................93
Section 10.05.   Notice of Redemption.........................................93
Section 10.06.   Deposit of Redemption Price..................................94
Section 10.07.   Notes Payable on Redemption Date.............................95
Section 10.08.   Notes Redeemed in Part.......................................95

                                   ARTICLE 11

                           Satisfaction and Discharge

Section 11.01.   Satisfaction and Discharges of Indenture.....................96
Section 11.02.   Application of Trust Money...................................97

                                   ARTICLE 12

                       Defeasance and Covenant Defeasance

Section 12.01.   Option of the Issuers to Effect Defeasance or Covenant
                    Defeasance................................................97
Section 12.02.   Legal Defeasance and Discharge...............................97
Section 12.03.   Covenant Defeasance..........................................98
Section 12.04.   Conditions to Legal or Covenant Defeasance...................98
Section 12.05.   Deposited Money and Government Securities to Be Held in
                    Trust; Other Miscellaneous Provisions ...................100
Section 12.06.   Repayment to Issuers........................................100
Section 12.07.   Reinstatement...............................................100

                                   ARTICLE 13

                             Subsidiary Guarantees

Section 13.01.   The Guarantees..............................................101
Section 13.02.   Guarantee Unconditional.....................................101
Section 13.03.   Discharge; Reinstatement....................................102
Section 13.04.   Waiver by the Subsidiary Guarantors.........................102
Section 13.05.   Subrogation and Contribution................................102
Section 13.06.   Stay of Acceleration........................................102
Section 13.07.   Limits of Guarantees........................................103
Section 13.08.   Execution and Delivery of Subsidiary Guarantee..............103
Section 13.09.   Release of Guarantee........................................103
Section 13.10.   Consolidation, Merger or Sale of Assets by a Subsidiary
                    Guarantor................................................104

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EXHIBIT A - Form of Note

EXHIBIT B - Form of Supplemental Indenture

EXHIBIT C - Form of Certificate of Beneficial Ownership

EXHIBIT D - Form of Regulation S Certificate

EXHIBIT E - Form of Institutional Accredited Investor Certificate

                                       v

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          INDENTURE, dated as of April 22, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Indenture"), among EQUISTAR
CHEMICALS, LP, a Delaware limited partnership (as further defined below, the
"Company"), EQUISTAR FUNDING CORPORATION, a Delaware corporation (as further
defined below, "Equistar Funding") and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

          The Company and Equistar Funding (collectively, the "Issuers") have
duly authorized the execution and delivery of this Indenture to provide for the
issuance of (i) initially, $450,000,000 aggregate principal amount of 10 %
                                                                        -
Senior Notes due 2011 of the Company (together with any Additional Dividend
Notes (as defined herein) issued in respect thereof and as further defined
below, the "Initial Notes" and, together with any Exchange Notes (as defined
herein) issued in respect thereof (and any Additional Dividend Notes issued in
respect thereof), the "Original Notes"), (ii) if and when issued, additional
10 % Senior Notes due 2011 of the Company (together with any Additional Dividend
  -
Notes issued in respect thereof and as further defined below, the "Initial
Additional Notes" and, together with any Exchange Notes issued in respect
thereof (and any Additional Dividend Notes issued in respect thereof), the
"Additional Notes") issuable as provided in this Indenture. All things necessary
to make the Original Notes, when duly issued, executed and delivered by each
Issuer and authenticated and delivered by the Trustee hereunder, the valid
obligation of each Issuer, and to make this Indenture a valid agreement of each
Issuer as of the date hereof, in accordance with the terms of the Original Notes
and this Indenture, have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the Notes
(as defined herein) by the Holders (as defined herein) thereof, it is mutually
agreed, for the equal and ratable benefit of all Holders, as follows:

                                    ARTICLE 1

             Definitions and Other Provisions of General Application

          Section 1.1. Definitions.

          "Accounts Receivable Subsidiary" means any Wholly Owned Subsidiary of
the Company (i) which is formed solely for the purpose of, and which engages in
no activities other than activities in connection with, financing accounts
receivable of the Company and/or its Restricted Subsidiaries, (ii) which is
designated by the Company as an Accounts Receivables Subsidiary pursuant to an
Officers' Certificate delivered to the Trustee, (iii) no portion of Indebtedness
or any other obligation (contingent or otherwise) of which is at any time
recourse to or obligates the Company or any Restricted Subsidiary in any way, or

<PAGE>

subjects any property or asset of the Company or any Restricted Subsidiary,
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to (1) representations, warranties and covenants (or, any
indemnity with respect to such representations, warranties and covenants)
entered into in the ordinary course of business in connection with the sale
(including a sale in exchange for a promissory note of or Equity Interest in
such Accounts Receivable Subsidiary) of accounts receivable to such Accounts
Receivable Subsidiary or (2) any Guarantee of any such accounts receivable
financing by the Company or any Restricted Subsidiary that is permitted to be
incurred pursuant to Section 4.06 and Section 4.07, (iv) with which neither the
Company nor any Restricted Subsidiary of the Company has any contract,
agreement, arrangement or understanding other than contracts, agreements,
arrangements and understandings entered into in the ordinary course of business
in connection with the sale (including a sale in exchange for a promissory note
of or Equity Interest in such Accounts Receivable Subsidiary) of accounts
receivable in accordance with Section 4.16 and fees payable in the ordinary
course of business in connection with servicing accounts receivable and (v) with
respect to which neither the Company nor any Restricted Subsidiary of the
Company has any obligation (a) to subscribe for additional shares of Capital
Stock or other Equity Interests therein or make any additional capital
contribution or similar payment or transfer thereto other than in connection
with the sale (including a sale in exchange for a promissory note of or Equity
Interest in such Accounts Receivable Subsidiary) of accounts receivable to such
Accounts Receivable Subsidiary in accordance with Section 4.16 or (b) to
maintain or preserve the solvency, any balance sheet term, financial condition,
level of income or results of operations thereof.

          "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

          "Acquired Disqualified Stock" means, with respect to any specified
Person, Disqualified Stock of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Disqualified Stock incurred in connection with,
or in contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person.

          "Acquired Preferred Stock" means, with respect to any specified
Person, Preferred Stock of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Preferred Stock incurred in connection with, or
in contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person.

          "Additional Assets" means (a) Capital Stock of a Person that becomes a
Restricted Subsidiary as a result of the acquisition of such Capital Stock by
the Company or another Restricted Subsidiary from any Person other than the
Company or an Affiliate of the Company, (b) any controlling interest or joint
venture interest in another business or

                                       2

<PAGE>

(c) any other asset (other than securities, cash, Cash Equivalents, or other
current assets) to be owned by the Company or any Restricted Subsidiary.

          "Additional Notes" means any notes issued under this Indenture in
addition to the Original Notes, including any Exchange Notes issued in exchange
therefor, hIaving the same terms in all respects (except (i) that such Notes
need not provide for payment of interest scheduled and paid prior to the date of
issuance of such notes and (ii) provisions relating to Liquidated Damages
thereon) as the Initial Notes, together with any Additional Dividend Notes
issued in respect thereof.

          "Additional Interest Amount" means an amount, to be paid on the
applicable Dividend Payment Date to each Holder of record on the applicable
Notice Date, equal to the amount of interest that would be paid on the aggregate
principal amount of the Notes held by such Holder for a period of 90 days at a
rate of 3.0% per annum, calculated on the basis of a 360-day year (without any
compounding of such interest).

          "Affiliate" of any specified Person means any other Person directly or
indirectly, through one or more intermediaries, controlling or controlled by or
under direct or indirect common control with such specified Person. For the
purpose of this definition, "control" when used with respect to any specified
Person means the possession, direct or indirect, of the power to manage or
direct or cause the direction of the management and policies of such Person
directly or indirectly, whether through the ownership of voting stock, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "Asset Sale" means (i) the sale, lease, conveyance or other
disposition (other than the creation of a Lien) of any assets (other than the
disposition of inventory or equipment in the ordinary course of business
consistent with industry practices or the disposition of Cash Equivalents)
(provided that the sale, conveyance or other disposition of all or substantially
all the assets of the Company and its Restricted Subsidiaries taken as a whole
will be governed by Section 4.13 and/or Section 5.01 and not by the provisions
of Section 4.10), (ii) the sale by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, Unrestricted Subsidiaries or Joint Ventures and (iii) the issuance
by any of the Company's Restricted Subsidiaries of Equity Interests of such
Restricted Subsidiary, in the case of clauses (i), (ii) or (iii), whether in a
single transaction or a series of related transactions (a) that have a fair
market value in excess of $25 million or (b) for Net Proceeds in excess of $25
million.

          Notwithstanding the foregoing:

          (a) a transfer of assets by the Company to a Restricted Subsidiary or
by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

          (b) an issuance of Equity Interests by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary;

          (c) an issuance of Preferred Stock by a Finance Subsidiary that is
permitted by Section 4.06;

                                       3

<PAGE>

          (d) sales (including a sale in exchange for a promissory note of or
Equity Interest in such Accounts Receivable Subsidiary) of accounts receivable,
related assets to an Accounts Receivable Subsidiary in connection with any
Receivables Facility;

          (e) Sale and Lease-Back Transactions; and

          (f) Restricted Payments (and Permitted Dividends payable in cash)
permitted by Section 4.07 and Permitted Investments

will not be deemed to be an Asset Sale.

          "Attributable Debt" in respect of a Sale and Lease-Back Transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such Sale and Lease-Back Transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 7.15 to act on behalf of the Trustee to authenticate Notes
of one or more series.

          "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the board of directors (or any committee thereof)
of such Person (or, in the case of the Company, the Partnership Governance
Committee) and to be in full force and effect on the date of such certification,
and delivered to the Trustee. Unless the context otherwise requires, "Board
Resolution" refers to a Board Resolution of the Company.

          "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York are authorized by law to close.

          "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

          "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

          "Cash Equivalents" means (a) United States dollars, (b) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition, (c) demand deposits, time
deposits and certificates of deposit with maturities of one year or less from
the date of acquisition, bankers' acceptances with maturities not exceeding one
year from the date of acquisition and overnight bank deposits, in each case

                                       4

<PAGE>

with any bank or trust company organized or licensed under the laws of the
United States or any State thereof having capital, surplus and undivided profits
in excess of $250 million, (d) repurchase obligations with a term of not more
than seven days for underlying securities of the type described in clauses (b)
and (c) above entered into with any financial institution meeting the
qualifications specified in clause (c) above, (e) commercial paper rated as
least P-1 or A-1 by Moody's or S&P, respectively, (f) investments in any U.S.
dollar-denominated money market fund as defined by Rule 2a-7 of the General
Rules and Regulations promulgated under the Investment Company Act of 1940 and
(g) in the case of a Foreign Subsidiary, substantially similar investments
denominated in foreign currencies (including similarly capitalized foreign
banks).

          "Change of Control" means the occurrence of any of the following:

          (i) the sale, transfer, conveyance or other disposition, in one or a
series of related transactions, of all or substantially all the assets of the
Company and its Subsidiaries taken as a whole to any person or group (as such
terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than
to one or more Permitted Holders;

          (ii) the acquisition by any person or group (as defined above), other
than one or more Permitted Holders, of a direct or indirect interest in more
than 50% of the Capital Stock of the Company and the right to exercise a
substantial portion of the powers of (a) Lyondell to act on behalf of the
Partnership Governance Committee and (b) the representatives of Lyondell on the
Partnership Governance Committee (in each case as in effect on the Issue Date),
by way of merger or consolidation or otherwise;

          (iii) any person or group (as defined above), other than one or more
Permitted Holders (or their representatives on the Partnership Governance
Committee), acquires the right, directly or indirectly, to exercise, without the
need for the consent of any Permitted Holder (or their representatives on the
Partnership Governance Committee), a substantial portion of the rights and
powers of the Partnership Governance Committee with respect to matters that
require unanimous consent under the partnership agreement as in effect on the
Issue Date; or

          (iv) the adoption of a plan for the liquidation or dissolution of one
or both of the Issuers, except in connection with a sale, conveyance, transfer
or other disposition of all or substantially all of such Issuer's assets or an
acquisition of Capital Stock of the Company that would not otherwise constitute
a Change of Control pursuant to clauses (i) through (iii).

          "Clearstream" means Clearstream Banking SA and its successors.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Company" means Equistar Chemicals, LP, a Delaware limited
partnership, or any successor obligor under the Indenture and the Notes pursuant
to Section 5.01.

                                       5

<PAGE>

          "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period, plus in each
case, without duplication:

          (i) provision for taxes based on income or profits of such Person and
its Restricted Subsidiaries for such period (including any provision for taxes
on the Net Income of any Joint Venture that is a pass-through entity for federal
income tax purposes, to the extent such taxes are paid or payable by such Person
or any of its Restricted Subsidiaries), to the extent that such provision for
taxes was included in computing such Consolidated Net Income;

          (ii) the Fixed Charges of such Person and its Restricted Subsidiaries
for such period, to the extent that such Fixed Charges were deducted in
computing such Consolidated Net Income;

          (iii) depreciation and amortization (including amortization of
goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) of such Person and its Restricted
Subsidiaries for such period to the extent that such depreciation and
amortization were deducted in computing such Consolidated Net Income; and

          (iv) any non-cash charges reducing Consolidated Net Income for such
period (excluding any such non-cash charge to the extent that it represents an
accrual of or reserve for cash expenses in any future period or amortization of
a prepaid cash expense that was paid in a prior period); minus

          (v) any non-cash items increasing Consolidated Net Income for such
period; minus

          (vi) the lesser of (x) the aggregate amount of all Investments made by
the Company or any of its Restricted Subsidiaries in any Joint Venture during
the period under clause (f) of the second paragraph of Section 4.07 and (y) the
aggregate amount of Net Income (but not loss) of any such Joint Venture referred
to in clause (x) of this clause (vi) included in calculating the Company's
Consolidated Net Income during such period;

in each case, on a consolidated basis and determined in accordance with GAAP.

          Notwithstanding the foregoing, the provision for taxes on the income
or profits of, and the depreciation and amortization of, a Restricted Subsidiary
of the referent Person shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent (and in the same proportion) that the
Net Income of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person.

          "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

          (i) the Net Income of any Person that is not a Restricted Subsidiary
shall be included only to the extent of the lesser of (x) the amount of
dividends or distributions

                                       6

<PAGE>

paid in cash (but not by means of a loan) to the referent Person or a Restricted
Subsidiary thereof or (y) the referent Person's (or, subject to clause (ii), a
Restricted Subsidiary of the referent Person's) proportionate share of the Net
Income of such other Person;

          (ii) the Net Income (but not loss) of any Restricted Subsidiary shall
be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at
the date of determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary or its
stockholders;

          (iii) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded; and

          (iv) the cumulative effect of a change in accounting principles shall
be excluded.

          "Consolidated Net Tangible Assets" shall mean the total amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any thereof which are
by their terms extendible or renewable at the option of the obligor thereon to a
time more than 12 months after the time as of which the amount thereof is being
computed), and (b) all goodwill, trade names, trademarks, patents, purchased
technology, unamortized debt discount and other like intangible assets, all as
set forth on the most recent financial statements of the Company and its
consolidated Subsidiaries filed with the SEC pursuant to Section 4.04 and
computed in accordance with GAAP.

          "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum, without duplication, of:

               (i) the consolidated equity of holders of Capital Stock (other
     than Preferred Stock and Disqualified Stock) of such Person and its
     consolidated Restricted Subsidiaries as of such date; plus

               (ii) the respective amounts reported on such Person's balance
     sheet as of such date with respect to any series of Preferred Stock (other
     than Disqualified Stock) less

               (iii) all write-ups (other than write-ups resulting from foreign
     currency translations and write-ups of tangible assets of a going concern
     business made in accordance with GAAP as a result of the acquisition of
     such business) subsequent to the Issue Date in the book value of any asset
     owned by such Person or a consolidated Restricted Subsidiary of such
     Person; and excluding

               (iv) the cumulative effect of a change in accounting principles;

all as determined in accordance with GAAP.

                                       7

<PAGE>

          "Corporate Trust Office" means the principal office of the Trustee, at
which at any particular time its corporate trust business shall be administered,
which office on the Issue Date is located at 101 Barclay Street, Floor 8 West,
New York, New York 10286.

          "Credit Facility" means that certain Amended and Restated Credit
Agreement dated as of August 24, 2001 by and among the Company, the lenders
party thereto and Bank of America, N.A. and JPMorgan Chase Bank, as
administrative agents, including any related Notes, instruments, and agreements
executed in connection therewith, as amended, restated, modified, extended,
renewed, refunded, replaced or refinanced, in whole or in part, from time to
time, whether or not with the same lenders or agents.

          "Default" means any event that is, or with the giving of notice or
lapse of time, or both, would constitute an Event of Default.

          "Depositary" means The Depository Trust Company, its nominees and
successors.

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
on which the Notes mature; provided that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to repurchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change of control" occurring prior to the
date on which the Notes mature shall not constitute Disqualified Stock if the
"asset sale" or "change of control" provisions applicable to such Capital Stock
are no more favorable to the holders of such Capital Stock than Section 4.10 and
Section 4.13 and such Capital Stock specifically provides that such Person will
not repurchase or redeem any such stock pursuant to such provision prior to the
Company's repurchase of such Notes as are required pursuant to such covenants.
The "liquidation preference" of any Disqualified Stock shall be the amount
payable thereon upon liquidation prior to any payment to holders of common stock
or, if none, the amount payable by the issuer thereof upon maturity or mandatory
redemption.

          "Equistar Funding" means Equistar Funding Corporation, a Delaware
corporation, or any successor obligor under the Indenture and the Notes pursuant
to Section 5.03.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Euroclear" means Euroclear Bank S.A./N.V., and its successors or
assigns, as operator of the Euroclear System.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                       8

<PAGE>

          "Exchange Notes" means the debt securities of the Issuers issued
pursuant to this Indenture in exchange for, and in an aggregate principal amount
equal to, the Initial Notes or any Initial Additional Notes in compliance with
the terms of a Registration Rights Agreement and containing terms substantially
identical to the Initial Notes or any Initial Additional Notes (except that (i)
such Exchange Notes shall not contain terms with respect to transfer
restrictions and shall be registered under the Securities Act and (ii) certain
provisions relating to Liquidated Damages thereon shall be eliminated).

          "Exchange Offer" means an offer by the Company to the Holders of the
Initial Notes or Initial Additional Notes to exchange Outstanding Notes for
Exchange Notes, as provided for in a Registration Rights Agreement.

          "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in a Registration Rights Agreement.

          "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence, and considered Indebtedness of the Company
or any of its Restricted Subsidiaries, on the Issue Date, until such amounts are
repaid, including all reimbursement obligations with respect to letters of
credit outstanding as of the Issue Date.

          "Finance Subsidiary" means a Restricted Subsidiary of the Company, all
the Capital Stock of which (other than Preferred Stock) is owned by the Company
and/or one or more Wholly-Owned Restricted Subsidiaries thereof that does not
engage in any activity other than:

          (i) holding of Indebtedness of the Company and/or one or more
Wholly-Owned Restricted Subsidiaries thereof;

          (ii) the issuance of Capital Stock; and

          (iii) any activity necessary, incidental or related to the foregoing.

          "Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the
Company or any of its Restricted Subsidiaries or any other applicable Person
incurs, assumes or redeems any Indebtedness (other than revolving credit
borrowings) or issues or redeems Disqualified Stock or Preferred Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption or redemption of Indebtedness or such issuance or
redemption of Disqualified Stock or Preferred Stock as if the same had occurred
at the beginning of the applicable four-quarter reference period.

          In addition, for purposes of making the computation referred to above:

                                       9

<PAGE>

          (i) acquisitions that have been made by the Company or any of its
Restricted Subsidiaries or any other applicable Person, including through
mergers or consolidations and including any related financing transactions,
during the four-quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date shall be deemed to have occurred on the
first day of the four-quarter reference period;

          (ii) the Consolidated Cash Flow and Fixed Charges attributable to
operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but, in the case of such Fixed Charges, only to the extent that the
obligations giving rise to such Fixed Charges will not be obligations of the
referent Person or any of its Restricted Subsidiaries following the Calculation
Date; and

          (iii) if since the beginning of the four-quarter reference period any
Person was designated as an Unrestricted Subsidiary or redesignated as or
otherwise became a Restricted Subsidiary, such event shall be deemed to have
occurred on the first day of the four-quarter reference period.

          "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of:

               (i) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     determined in accordance with GAAP;

               (ii) all commissions, discounts and other fees and charges
     incurred in respect of letters of credit or bankers' acceptance financings,
     determined in accordance with GAAP, and net payments or receipts (if any)
     pursuant to Hedging Obligations of the types described in clauses (i)
     through (iii) of the definition thereof to the extent such Hedging
     Obligations relate to Indebtedness that is not itself a Hedging Obligation;

               (iii) the consolidated interest expense of such Person and its
     Restricted Subsidiaries that was capitalized during such period;

               (iv) any interest expense on Indebtedness of another Person
     (other than Non-Recourse Indebtedness of a Joint Venture that is not a
     Restricted Subsidiary or Unrestricted Subsidiary secured by a
     Limited-Recourse Stock Pledge) that is Guaranteed by such Person or one of
     its Restricted Subsidiaries or secured by a Lien on assets of such Person
     or one of its Restricted Subsidiaries (whether or not such Guarantee or
     Lien is called upon);

               (v) amortization or write-off of debt discount in connection with
     any Indebtedness of the Company and its Restricted Subsidiaries, on a
     consolidated basis in accordance with GAAP, other than amortization of
     deferred financing costs incurred on or prior to the Issue Date; and

               (vi) the product of (a) all dividend payments (other than any
     payments to the referent Person or any of its Restricted Subsidiaries and
     any dividends payable in the form of Qualified Equity Interests) on any
     series of Preferred Stock or Disqualified

                                       10

<PAGE>

     Stock of such Person and its Restricted Subsidiaries, times (b) (x) a
     fraction, the numerator of which is one and the denominator of which is one
     minus the then current combined federal, state and local statutory tax rate
     of such Person, expressed as a decimal, in each case, on a consolidated
     basis and in accordance with GAAP or (y) if the dividends are deductible by
     such Person for income tax purposes, one;

provided that interest payments on Indebtedness of a Joint Venture shall, in
each case, not be deemed Fixed Charges of the Company or any Restricted
Subsidiary as of any date of determination when such Indebtedness is not
considered Indebtedness of the Company or any Restricted Subsidiary of the
Company shall not be deemed Fixed Charges of the Company or any Restricted
Subsidiary.

          "Foreign Subsidiary" means any Restricted Subsidiary that is not
organized under the laws of the United States, any State thereof or the District
of Columbia.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, as in effect on August 24, 2001.

          "General Partner" means a Restricted Subsidiary of the Company or any
of its Restricted Subsidiaries that has no assets and conducts no operations
other than its ownership of a general partnership interest in a Joint Venture.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or Disqualified
Stock of any other Person and, without limiting the generality of the foregoing,
any obligation, direct or indirect, contingent or otherwise, of such Person (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or Disqualified Stock of such other Person (including those
arising by virtue of partnership arrangements (other than with respect to the
obligations of a Joint Venture, solely by virtue of a Restricted Subsidiary of
the Company being the General Partner of such Joint Venture if, as of the date
of determination, no payment on such Indebtedness or obligation has been made by
such General Partner of such Joint Venture and such arrangement would not be
classified and accounted for, in accordance with GAAP, as a liability on a
consolidated balance sheet of the Company)) or (ii) entered into for the purpose
of assuring in any other manner the obligee of such Indebtedness or Disqualified
Stock of the payment thereof or to protect such obligee against loss in respect
thereof in whole or in part (including by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, to maintain financial
statement conditions or otherwise); provided that the term "Guarantee" shall not
include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

          "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (ii) forward foreign
exchange contracts or currency swap

                                       11

<PAGE>

agreements, (iii) other agreements or arrangements designed to protect such
Person against fluctuations in interest rates or currency values and (iv)
commodity price protection agreements or commodity price hedging agreements
designed to manage fluctuations in prices or costs in raw materials,
manufactured products or related commodities.

          "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.

          "incur" means, with respect to any Indebtedness, to incur, create,
issue, assume or Guarantee such Indebtedness. If any Person becomes a Restricted
Subsidiary on any date after the Issue Date (including by redesignation of an
Unrestricted Subsidiary), the Indebtedness and Capital Stock of such Person
outstanding on such date will be deemed to have been incurred by such Person on
such date for purposes of Section 4.06 but will not be considered the sale or
issuance of Equity Interests for purposes of Section 4.10. The accretion of
original issue discount or payment of interest in kind will not be considered an
incurrence of Indebtedness.

          "Indebtedness" means, with respect to any Person,

          (i) any indebtedness of such Person, whether or not contingent, in
respect of borrowed money or evidenced by bonds, notes, debentures or similar
instruments;

          (ii) letters of credit (or reimbursement agreements in respect
thereof) or banker's acceptances;

          (iii) Capital Lease Obligations and Attributable Debt in respect of
Sale and Lease-Back Transactions;

          (iv) the balance deferred and unpaid of the purchase price of any
property, except any such balance that constitutes an accrued expense or trade
payable; and

          (v) net Hedging Obligations,

if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability on a balance sheet
of such Person prepared in accordance with GAAP, as well as

          (x) all indebtedness of others secured by a Lien on any asset of such
Person whether or not such indebtedness is assumed by such Person; provided
that, for purposes of determining the amount of any Indebtedness of the type
described in this clause, if recourse with respect to such Indebtedness is
limited to such asset, the amount of such Indebtedness shall be limited to the
lesser of the fair market value of such asset or the amount of such
Indebtedness; and

          (y) to the extent not otherwise included, the Guarantee by such Person
of any indebtedness of the types described above of any other Person.

          The amount of any Indebtedness outstanding as of any date shall be (i)
the accreted value thereof, in the case of any Indebtedness that does not
require current

                                       12

<PAGE>

payments of interest and (ii) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness.

          Notwithstanding the foregoing, a Limited Recourse Stock Pledge shall
not be considered Indebtedness of the Company or any of its Restricted
Subsidiaries.

          "Initial Additional Notes" means Additional Notes issued in an
offering not registered under the Securities Act and any Additional Dividend
Notes issued in respect thereof (and any Notes issued in respect thereof
pursuant to Section 3.04, 3.05, 3.06, 3.13, 3.14 or 10.08), but not including
any Exchange Notes issued in exchange therefor.

          "Initial Notes" means the Issuers' 10 % Senior Notes due 2011, issued
                                               -
on the Issue Date and any Additional Dividend Notes issued in respect thereof
(and any Notes issued in respect thereof pursuant to Section 3.04, 3.05, 3.06,
3.13, 3.14 or 10.08), but not including any Exchange Notes issued in exchange
therefor.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

          "Interest Payment Date" means, when used with respect to any Note and
any installment of interest thereon, the date specified in such Note as the
fixed date on which such installment of interest is due and payable, as set
forth in such Note.

          "Investment Grade" means a rating of BBB- or higher by S&P and Baa3 or
higher by Moody's or the equivalent of such ratings by S&P or Moody's. In the
event that the Company shall select any other Rating Agency pursuant to the
provisions of the definition thereof, the equivalent of such ratings by such
Rating Agency shall be used.

          "Investments" means, with respect to any Person, all investments by
such Person in another Person (including an Affiliate of such Person) in the
form of direct or indirect loans, advances or extensions of credit to such other
Person (including any Guarantee by such Person of the Indebtedness or
Disqualified Stock of such other Person) or capital contributions or purchases
or other acquisitions for consideration of Indebtedness, Equity Interests or
other securities of such other Person, together with all items that are or would
be classified as investments of such investing Person on a balance sheet
prepared in accordance with GAAP; provided that:

               (x) trade credit and accounts receivable in the ordinary course
     of business;

               (y) commissions, loans, advances, fees and compensation paid in
     the ordinary course of business to officers, directors and employees; and

               (z) reimbursement obligations in respect of letters of credit and
     tender, bid, performance, government contract, surety and appeal bonds,

in each case solely with respect to obligations of the Company or any of its
Restricted Subsidiaries shall not be considered Investments.

                                       13

<PAGE>

          If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Equity Interests of
such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the first paragraph of Section 4.07

          "Issue Date" means the date on which the Initial Notes (other than
Initial Notes that are Additional Dividend Notes) are originally issued.

          "Issuer Request" and "Issuer Order" mean, respectively, a written
request or order signed in the name of an Issuer by an Officer of such Issuer.

          "Joint Venture" means any joint venture between the Company or any
Restricted Subsidiary and any other Person, whether or not such joint venture is
a Subsidiary of the Company or any Restricted Subsidiary.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, and any
lease in the nature thereof) or the assignment or conveyance of any right to
receive income therefrom.

          "Limited Recourse Stock Pledge" means the pledge of Equity Interests
in any Joint Venture (that is not a Restricted Subsidiary) or any Unrestricted
Subsidiary to secure Non-Recourse Debt of such Joint Venture or Unrestricted
Subsidiary, which pledge is made by a Restricted Subsidiary of the Company, the
activities of which are limited to making and managing Investments, and owning
Equity Interests, in such Joint Venture or Unrestricted Subsidiary, but only for
so long as its activities are so limited.

          "Liquidated Damages" means liquidated damages owed to the Holders
pursuant to a Registration Rights Agreement.

          "Lyondell" means Lyondell Chemical Company, any successor of Lyondell
that is a Permitted Holder or any Subsidiary of Lyondell.

          "Make-Whole Amount" shall mean, in connection with any optional
redemption of any Note, the excess, if any, of:

          (1) the aggregate present value as of the Redemption Date of each
dollar of principal being redeemed and the amount of interest (exclusive of
interest accrued to the Redemption Date) that would have been payable in respect
of such dollar if such prepayment had not been made, determined by discounting,
on a semiannual basis, such principal and interest at the Treasury Rate
(determined on the business day preceding the Redemption Date) plus 0.5%, from
the respective dates on which such principal and interest would have been
payable if such payment had not been made; over

                                       14

<PAGE>

          (2) the principal amount of the Note being redeemed.

          "Moody's" means Moody's Investors Service, Inc., and its successors.

          "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends, excluding, however,

          (i) any gain or loss, together with any related provision for taxes on
such gain or loss, realized in connection with

                    (a) any Asset Sale or any disposition pursuant to a Sale and
          Lease-Back Transaction or

                    (b) the disposition of any securities by such Person or any
          of its Restricted Subsidiaries or the extinguishment of any
          Indebtedness of such Person or any of its Restricted Subsidiaries; and

          (ii) any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss.

          "Net Proceeds" means the aggregate cash proceeds (excluding any
proceeds deemed to be "cash" pursuant to Section 4.10) received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (i) the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees and sales commissions) and any relocation expenses
incurred as a result thereof, (ii) taxes paid or payable as a result thereof
(after taking into account any available tax credits or deductions and any tax
sharing arrangements), (iii) amounts required to be paid to holders of minority
interests in Restricted Subsidiaries or Joint Ventures as a result of such Asset
Sale, (iv) amounts required to be applied to the repayment of Indebtedness
(other than Indebtedness under the Credit Facility) secured by a Lien on any
asset sold in such Asset Sale, or which must by the terms of such Lien or by
applicable law be repaid out of the proceeds of such Asset Sale, (v) all
payments made with respect to liabilities directly associated with the assets
which are the subject of the Asset Sale, including, without limitation, trade
payables and other accrued liabilities, and (vi) any reserves for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP and any reserve for future liabilities established in accordance with GAAP;
provided that the reversal of any such reserve that reduced Net Proceeds when
issued shall be deemed a receipt of Net Proceeds in the amount of such proceeds
on such day.

          "Non-Recourse Indebtedness" means Indebtedness as to which (i) the
lenders have been notified in writing that they will not have any recourse to
the stock or assets of the Company or any of its Restricted Subsidiaries, other
than the Equity Interests of a Joint Venture that is not a Restricted Subsidiary
or Unrestricted Subsidiary pledged by the Company or any of its Restricted
Subsidiaries as a Limited Recourse Stock Pledge and (ii) no default thereunder
would, as such, constitute a default under any Indebtedness of the

                                       15

<PAGE>

Company or any Restricted Subsidiary or give any rights to or in other assets of
the Company or its Restricted Subsidiaries.

          "Non-U.S. Person" means a Person who is not a U.S. person, as defined
in Regulation S.

          "Notes" means the Initial Notes, any Additional Notes and the Exchange
Notes and any Additional Dividend Notes issued in respect thereof.

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness and in all cases whether direct or
indirect, absolute or contingent, now outstanding or hereafter created, assumed
or incurred and including, without limitation, interest accruing subsequent to
the filing of a petition in bankruptcy or the commencement of any insolvency,
reorganization or similar proceedings at the rate provided in the relevant
documentation, whether or not an allowed claim, and any obligation to redeem or
defease any of the foregoing.

          "Officer" means, with respect to any Issuer or any other obligor on
the Notes, the Chief Executive Officer, the Chief Financial Officer, the
Principal Financial Officer, the Secretary, the Treasurer, any Assistant
Secretary or Assistant Treasurer or any Vice President of such Person.

          "Officers' Certificate" means, with respect to the Company, Equistar
Funding or any other obligor on the Notes, a certificate signed by two Officers
of such Person.

          "Opinion of Counsel" means a written opinion from legal counsel. The
counsel may be an employee of or counsel to either Issuer.

          "Original Notes" means the Initial Notes and any Exchange Notes issued
in exchange therefor, together with any Additional Dividend Notes issued in
respect thereof.

          "Outstanding" when used with respect to Notes means, as of the date of
determination, all Notes theretofore authenticated and delivered under this
Indenture, except:

                    (i) Notes theretofore canceled by the Trustee or delivered
          to the Trustee for cancellation;

                    (ii) Notes for whose payment or redemption money in the
          necessary amount has been theretofore deposited with the Trustee or
          any Paying Agent in trust for the Holders of such Notes, provided
          that, if such Notes are to be redeemed, notice of such redemption has
          been duly given pursuant to this Indenture or provision therefor
          reasonably satisfactory to the Trustee has been made;

                    (iii) Notes paid pursuant to Section 3.06; and

                                       16

<PAGE>

                    (iv) Notes in exchange for or in lieu of which other Notes
          have been authenticated and delivered pursuant to this Indenture.

          A Note does not cease to be Outstanding because an Issuer or any
Affiliate of an Issuer holds the Note, provided that in determining whether the
Holders of the requisite amount of Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by an Issuer or any Affiliate of an Issuer shall be disregarded and deemed
not to be Outstanding, except that, for the purpose of determining whether the
Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the reasonable satisfaction of the
Trustee the pledgee's right to act with respect to such Notes and that the
pledgee is not an Issuer or an Affiliate of any Issuer.

          "Partner" means any Person owning Equity Interests in the Company and
having the right to select at least one member of the Partnership Governance
Committee.

          "Partnership Governance Committee" means the Company's Partnership
Governance Committee, together with any successor or substitute committee or
board exercising similar power and authority.

          "Paying Agent" means any Person authorized by the Issuers to pay the
principal of (and premium, if any) or interest and Liquidated Damages, if any,
on any Notes on behalf of the Issuers.

          "Payment Default" means any failure to pay any scheduled installment
of interest or principal on any Indebtedness within the grace period provided
for such payment in the documentation governing such Indebtedness.

          "Permitted Business" means the petrochemical, chemical and petroleum
refining businesses and any business reasonably related, incidental,
complementary or ancillary thereto.

          "Permitted Dividends" means (i) dividends and distributions by the
Company on any class of its Equity Interests; provided that a portion of such
class is held by any Permitted Holder or (ii) any payment of principal on, or
purchase, redemption, defeasance or other acquisition for value of Subordinated
Debt owed to Lyondell except for a payment of principal or interest at Stated
Maturity.

          "Permitted Holders" means Lyondell Chemical Company, Millennium
Chemical Company, Occidental Petroleum Corporation, the successor of any
Permitted Holder (including any entity that is a party to any merger or business
combination transaction to which such Permitted Holder shall be a party;
provided that immediately after such transaction Equity Interests having a
majority of the voting power of such entity's outstanding Equity Interests shall
be held by holders of Equity Interests of such Permitted

                                       17

<PAGE>

Holder immediately prior to such transaction), and the respective Subsidiaries
of any of the foregoing.

          "Permitted Investments" means:

                    (a) any Investment in the Company or in a Restricted
          Subsidiary of the Company that is engaged in a Permitted Business;

                    (b) any Investment in Cash Equivalents;

                    (c) any Investment by the Company or any Subsidiary of the
          Company in a Person, if as a result of such Investment; (i) such
          Person becomes a Restricted Subsidiary of the Company engaged in a
          Permitted Business or (ii) such Person is merged, consolidated or
          amalgamated with or into, or transfers or conveys substantially all
          its assets to, or is liquidated into, the Company or a Restricted
          Subsidiary of the Company engaged in a Permitted Business;

                    (d) any non-cash consideration received as consideration in
          an Asset Sale that was made pursuant to and in compliance with Section
          4.10 (other than a joint venture interest received in full or partial
          satisfaction of the 75% requirement in clause (ii) of the first
          paragraph of Section 4.10);

                    (e) any acquisition of assets or Equity Interests solely in
          exchange for, or out of the net cash proceeds of a substantially
          concurrent, issuance of Equity Interests (other than Disqualified
          Stock) of the Company;

                    (f) Hedging Obligations entered into in the ordinary course
          of business and otherwise permitted under the Indenture;

                    (g) Investments in an Accounts Receivable Subsidiary that,
          as conclusively determined by the Partnership Governance Committee,
          are necessary or advisable to effect a Receivables Facility;

                    (h) Investments in Unrestricted Subsidiaries and Joint
          Ventures in an aggregate amount, taken together with all other
          Investments made in reliance on this clause (h), not to exceed at any
          time outstanding $75 million (after giving effect to any reductions in
          the aggregate amount of such Investments as a result of the
          disposition thereof, including through liquidation, repayment or other
          reduction, including by way of dividend or distribution, for cash, the
          aggregate amount of such reductions not to exceed the aggregate amount
          of such Investments outstanding and previously made pursuant to this
          clause (h));

                    (i) any Investment received by the Company or any Restricted
          Subsidiary as consideration for the settlement of any litigation,
          arbitration or claim in bankruptcy or in partial or full satisfaction
          of accounts receivable owed by a financially troubled Person to the
          extent reasonably necessary in order to prevent or limit any loss by
          the Company or any of its Restricted Subsidiaries in connection with
          such accounts receivable;

                                       18

<PAGE>

                    (j) loans to Lyondell; provided that such loans are made in
          compliance with Section 4.11; and

                    (k) Limited Recourse Stock Pledges.

          "Permitted Liens" means:

                    (1) Liens in favor of the Company or any Subsidiary
          Guarantor;

                    (2) Liens securing the Notes and the Subsidiary Guarantees;

                    (3) Limited Recourse Stock Pledges;

                    (4) Liens on property of a Person existing at the time it
          becomes a Subsidiary or at the time it is merged into or consolidated
          with the Company or a Subsidiary; provided that such Liens were in
          existence prior to the contemplation of such merger, consolidation or
          acquisition and do not extend to any assets of the Company or its
          Restricted Subsidiaries other than those of the Person merged into or
          consolidated with the Company or that becomes a Restricted Subsidiary
          of the Company;

                    (5) Liens on property (together with general intangibles and
          proceeds related to such property) existing at the time of acquisition
          thereof by the Company or any Restricted Subsidiary of the Company;
          provided that such Liens were in existence prior to the contemplation
          of such acquisition;

                    (6) Liens (including the interest of a lessor under a
          capital lease) on any asset (together with general intangibles and
          proceeds related to such property) existing at the time of acquisition
          thereof or incurred within 180 days of the time of acquisition or
          completion of construction thereof, whichever is later, to secure or
          provide for the payment of all or any part of the purchase price (or
          construction price) thereof (including obligations of the lessee under
          any such capital lease);

                    (7) Liens imposed by law, such as carriers', warehousemen's
          and mechanics' Liens on the property of the Company or any Restricted
          Subsidiary;

                    (8) easements, building restrictions, rights-of-ways,
          irregularities of title, and such other encumbrances or charges not
          interfering in any material respect with the ordinary conduct of
          business of the Company or any of its Restricted Subsidiaries;

                    (9) Leases, subleases or licenses by the Company or any of
          its Restricted Subsidiaries as lessor, sublessor or licensor in the
          ordinary course of business and otherwise permitted by the Indenture;

                    (10) Liens securing reimbursement obligations with respect
          to commercial letters of credit obtained in the ordinary course of
          business which encumber documents and other property or assets
          relating to such letters of credit and products and proceeds thereof;

                                       19

<PAGE>

                    (11) Liens in favor of custom and revenue authorities
          arising as a matter of law to secure payment of nondelinquent customs
          duties in connection with the importation of goods;

                    (12) Liens encumbering customary initial deposits and margin
          deposits, netting provisions and setoff rights, in each case securing
          Indebtedness under Hedging Obligations;

                    (13) Liens incurred in the ordinary course of business to
          secure nondelinquent obligations arising from statutory, regulatory,
          contractual or warranty requirements of the Company or its Restricted
          Subsidiaries or any tender, bid, performance, government contract,
          surety or appeal bonds or other obligations of a like nature for which
          a reserve or other appropriate provision, if any, as shall be required
          by GAAP shall have been made;

                    (14) Liens arising out of consignment or similar
          arrangements for the sale of goods entered into by the Company or any
          Restricted Subsidiary in the ordinary course of business in accordance
          with industry practice;

                    (15) Liens incurred or assumed in connection with the
          issuance of revenue bonds the interest on which is exempt from federal
          income taxation pursuant to Section 103(b) of the Internal Revenue
          Code;

                    (16) Liens arising by reason of deposits necessary to
          qualify the Company or any Restricted Subsidiary to conduct business,
          maintain self insurance or comply with any law;

                    (17) until the Notes are rated Investment Grade, Liens
          securing Obligations with respect to Indebtedness under the Credit
          Facility that is permitted to be incurred under clause (i) of the
          second paragraph of Section 4.06(a) (including any paid-in-kind
          interest) and Hedging Obligations owed to any lender thereunder or
          Affiliate thereof;

                    (18) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings, prejudgment Liens that are being
         contested in good faith by appropriate proceedings and Liens arising
         out of judgments or awards against the Company or any Restricted
         Subsidiary with respect to which the Company or such Restricted
         Subsidiary at the time shall be prosecuting an appeal or proceedings
         for review and with respect to which it shall have secured a stay of
         execution pending such appeal or proceedings for review; provided that
         in each case any reserve or other appropriate provision as shall be
         required in conformity with GAAP shall have been made therefor;

                    (19) Liens securing assets under construction arising from
          progress or partial payments by a customer of the Company or its
          Restricted Subsidiaries relating to such property or assets;

                                       20

<PAGE>

                    (20) Liens resulting from the deposit of funds or evidences
          of Indebtedness in trust for the purpose of (A) defeasing Indebtedness
          of the Company or any of its Restricted Subsidiaries (which defeasance
          is otherwise permitted under the Indenture) having an aggregate
          principal amount at any one time outstanding not to exceed $25 million
          or (B) defeasing Indebtedness ranking pari passu with the Notes;
          provided that the Notes are defeased concurrently with such
          Indebtedness;

                    (21) customary Liens for the fees, costs and expenses of
          trustees and escrow agents pursuant to any indenture, escrow agreement
          or similar agreement establishing a trust or escrow arrangement, and
          Liens pursuant to merger agreements, stock purchase agreements, asset
          sale agreements, option agreements and similar agreements in respect
          of the disposition of property or assets of the Company or any
          Restricted Subsidiary on the property to be disposed of, to the extent
          such dispositions are permitted hereunder;

                    (22) from and after the first date when the Notes are rated
          Investment Grade, Liens on any asset of the Company other than
          Restricted Property;

                    (23) Liens on assets (other than Restricted Property) of the
          Company or any Restricted Subsidiary arising as a result of a Sale and
          Lease-Back Transaction with respect to such assets; provided that the
          proceeds from such Sale and Lease-Back Transaction are applied to the
          repayment of Indebtedness or acquisition of Additional Assets or the
          making of capital expenditures pursuant to Section 4.10;

                    (24) other Liens on assets of the Company or any Restricted
          Subsidiary of the Company securing Indebtedness or other obligations
          that is permitted by the terms of the Indenture to be outstanding
          having an aggregate principal amount at any one time outstanding not
          to exceed $50 million;

                    (25) Liens existing on the Issue Date, other than Liens
          securing Indebtedness under the Credit Facility;

                    (26) Liens on accounts receivable and related property
          deemed to arise in connection with any Receivables Facility;

                    (27) the interest of a lessor or licensor under an operating
          lease or license under which the Company or any of its Restricted
          Subsidiaries are lessee, sublessee, or licensee, including protective
          financing statement filings;

                    (28) Liens to secure a Permitted Refinancing incurred to
          refinance Indebtedness that was secured by a Lien permitted under the
          Indenture and that was incurred in accordance with the provisions of
          the Indenture; provided that such Liens do not extend to or cover any
          property or assets of the Company or any Restricted Subsidiary other
          than assets or property securing the Indebtedness so refinanced; and

                                       21

<PAGE>

                    (29) from and after the first date when the Notes are rated
          Investment Grade, Liens upon Restricted Property securing Indebtedness
          or other obligations in an aggregate principal amount which, together
          with the aggregate outstanding principal amount of all other
          Indebtedness or other obligations secured by Restricted Property of
          the Company and its Restricted Subsidiaries which would otherwise be
          subject to the restrictions set forth in Section 4.12 (not including
          Indebtedness or other obligations permitted to be secured under
          clauses (1) to (28) inclusive above) and the aggregate Value of the
          Sale and Lease-Back Transactions of any Restricted Property in
          existence at the time of the incurrence of such Indebtedness or other
          obligations (not including Sale and Lease-Back Transactions as to
          which the proceeds from such Sale and Lease-Back Transaction are
          applied to the repayment of Indebtedness or acquisition of Additional
          Assets or the making of capital expenditures pursuant to Section
          4.10), does not at such time exceed 15% of the Consolidated Net
          Tangible Assets of the Company and its consolidated Subsidiaries as
          shown on the most recent audited annual consolidated balance sheet
          delivered at such time pursuant to Section 4.04.

          "Permitted Refinancing" means any Indebtedness of the Company or any
of its Subsidiaries or Preferred Stock of a Finance Subsidiary issued in
exchange for, or the net proceeds of which are used solely to extend, refinance,
renew, replace, defease or refund, other Indebtedness of the Company or any of
its Restricted Subsidiaries; provided that:

                    (i) the principal amount (or liquidation preference in the
          case of Preferred Stock) of such Permitted Refinancing (or if such
          Permitted Refinancing is issued at a discount, the initial issuance
          price of such Permitted Refinancing) does not exceed the principal
          amount of the Indebtedness so extended, refinanced, renewed, replaced,
          defeased or refunded (plus the amount of any premiums paid and
          reasonable expenses incurred in connection therewith);

                    (ii) such Permitted Refinancing or, in the case of Preferred
          Stock of a Finance Subsidiary, the Indebtedness issued to such Finance
          Subsidiary, has a Stated Maturity date later than the Stated Maturity
          date of, and has a Weighted Average Life to Maturity equal to or
          greater than the Weighted Average Life to Maturity of, the
          Indebtedness being extended, refinanced, renewed, replaced, defeased
          or refunded;

                    (iii) if the Indebtedness being extended, refinanced,
          renewed, replaced, defeased or refunded is subordinated by its terms
          in right of payment to the Notes or the Subsidiary Guarantees, such
          Permitted Refinancing, or, in the case of Preferred Stock, the
          Indebtedness issued to such Finance Subsidiary, has a Stated Maturity
          date later than the Stated Maturity date of, and is subordinated by it
          terms in right of payment to, the Notes on subordination terms at
          least as favorable to the holders of Notes as those contained in the
          documentation governing the Indebtedness being extended, refinanced,
          renewed, replaced, defeased or refunded;

                    (iv) such Indebtedness is incurred by the Company or a
          Subsidiary Guarantor (or such Preferred Stock is issued by a Finance
          Subsidiary) if the

                                       22

<PAGE>

          Company or a Subsidiary Guarantor is the obligor on the Indebtedness
          being extended, refinanced, renewed, replaced, defeased or refunded;
          and

                    (v) such Indebtedness is incurred by the Company or a
          Restricted Subsidiary (or such Preferred Stock is issued by a Finance
          Subsidiary) if a Restricted Subsidiary that is not a Subsidiary
          Guarantor is the obligor on the Indebtedness being extended,
          refinanced, renewed, replaced, defeased or refunded.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "Predecessor Notes" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.06 in lieu of a mutilated,
destroyed, lost or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Note.

          "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of preferred or preference stock of such Person
which is outstanding or issued on or after the date of the Indenture.

          "principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

          "QIB", or "Qualified Institutional Buyer" means a "qualified
institutional buyer," as the term is defined in Rule 144A under the Securities
Act.

          "Qualified Equity Interests" shall mean all Equity Interests of a
Person other than Disqualified Stock of such Person.

          "Rating Agency" means (i) S&P and (ii) Moody's or (iii) if either S&P
or Moody's or both shall no longer exist, a nationally recognized securities
rating agency or agencies, as the case may be, selected by the Company, which
shall be substituted for S&P or Moody's or both, as the case may be.

          "Receivables Facility" means one or more receivables financing
facilities or arrangements, as amended from time to time, pursuant to which the
Company or any of its Restricted Subsidiaries sells (including a sale in
exchange for a promissory note of or Equity Interest in an Accounts Receivable
Subsidiary) its accounts receivable, related assets and the provision of
billing, collection and other services in connection therewith, in each case to
an Accounts Receivable Subsidiary.

          "Receivables Fees" means distributions or payments made directly or by
means of discounts with respect to any participation interests issued or sold in
connection with,

                                       23

<PAGE>

and other fees paid to a Person that is not the Company or a Restricted
Subsidiary in connection with, any Receivables Facility.

          "Redemption Date" when used with respect to any Note to be redeemed or
purchased means the date fixed or such redemption or purchase by or pursuant to
this Indenture and the Notes.

          "Redemption Price" when used with respect to any Note to be redeemed
or purchased means the price at which it is to be redeemed or purchased pursuant
to this Indenture and the Notes.

          "Registration Rights Agreement" means (i) the Registration Rights
Agreement dated as of April 22, 2003 among the Issuers and Citigroup Global
Markets, Inc., Credit Suisse First Boston LLC, Banc of America Securities LLC
and J.P. Morgan Securities Inc., as Initial Purchasers, as such agreement may be
amended from time to time, and (ii) with respect to any Initial Additional
Notes, one or more registration rights agreements between the Issuers and the
other parties thereto, as such agreement(s) may be amended from time to time,
relating to rights given by the Issuers to the purchasers of Initial Additional
Notes to register or exchange such Initial Additional Notes under the Securities
Act.

          "Registration Statement" means the Registration Statement as defined
in the Registration Rights Agreement.

          "Regulation S" means Regulation S under the Securities Act.

          "Resale Restriction Termination Date" means, with respect to any Note,
the date that is two years (or such other period as may hereafter be provided
under Rule 144(k) under the Securities Act or any successor provision thereto as
permitting the resale by non-affiliates of Restricted Securities without
restriction) after the later of the original issue date in respect of such Note
and the last date on which an Issuer or any Affiliate of an Issuer was the owner
of such Note (or any Predecessor Note thereto).

          "Responsible Officer" when used with respect to the Trustee means any
officer in the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture.

          "Restricted Investment" means an Investment other than a Permitted
Investment.

          "Restricted Period" means, with respect to the Initial Notes and any
Initial Additional Notes, the 40-day distribution compliance period as defined
in Regulation S which, in the case of the Initial Notes issued on the Issue
Date, ends June 1, 2003.

                                       24

<PAGE>

          "Restricted Property" means:

          (a) Any plant for the production of petrochemicals owned by the
Company or a Subsidiary, except (i) related facilities which in the opinion of
the Partnership Governance Committee are transportation or marketing facilities,
and (ii) any plant for the production of petrochemicals which in the opinion of
the Partnership Governance Committee is not a principal plant of the Company and
its Subsidiaries; and

          (b) Any shares of Capital Stock or Indebtedness of a Subsidiary owning
Restricted Property owned by the Company or a Subsidiary.

          "Restricted Security" has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be
entitled to receive, at its request, and conclusively rely on an Opinion of
Counsel with respect to whether any Note constitutes a Restricted Security.

          "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary. Unless the context
otherwise requires, references to a "Restricted Subsidiary" refer to a
Restricted Subsidiary of the Company.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

          "Sale and Lease-Back Transaction" means any arrangement with any
Person (other than the Company or a Subsidiary), or to which any such Person is
a party, providing for the leasing, pursuant to a capital lease that would at
such time be required to be capitalized on a balance sheet in accordance with
GAAP, to the Company or a Restricted Subsidiary of any property or asset which
has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person or to any other Person (other than the Company or a
Subsidiary), to which funds have been or are to be advanced by such Person.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shelf Registration Statement" means the Shelf Registration Statement
as defined in a Registration Rights Agreement.

          "Significant Subsidiary" means (1) Equistar Funding and (2) any
Restricted Subsidiary of the Company that would be a "significant subsidiary" as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such Regulation was in effect on August 24, 2001.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.07.

          "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was

                                       25

<PAGE>

scheduled to be paid in the original documentation governing such Indebtedness
(or any later date established by any amendment to such original documentation)
and shall not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.

          "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded U.S.
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any determination, then such other
reasonably comparable index which shall be designated by the Trustee.

          "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) or (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

          "Subsidiary Guarantee" means a Guarantee by a Subsidiary Guarantor of
the Issuers' obligations with respect to the Notes.

          "Subsidiary Guarantor" means any Subsidiary that executes a
supplemental indenture, in the form of Exhibit B hereto, providing for the
Guarantee of the payment of the Notes, in each case until such time as the
Subsidiary Guarantee of such Person is released in accordance with the
provisions of this Indenture.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. sections
77aaa-77bbbb) as in effect on the date of this Indenture, except as provided by
Section 9.05.

          "Treasury Rate" means, in connection with the calculation of any
Make-Whole Amount with respect to any Note, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity, as
compiled by and published in the most recent Statistical Release that has become
publicly available at least two business days prior to the Redemption Date,
equal to the then remaining maturity of the Note being prepaid. If no maturity
exactly corresponds to such maturity, yields for the published maturities
occurring prior to and after such maturity most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding sentence and
the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to the nearest
month.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                                       26

<PAGE>

          "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
is designated by the Partnership Governance Committee of the Company as an
Unrestricted Subsidiary pursuant to a resolution, (ii) any Subsidiary of an
Unrestricted Subsidiary and (iii) any Accounts Receivable Subsidiary. The
Partnership Governance Committee may designate any Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity
Interest or Indebtedness of, or holds any Lien on any property of, the Company
or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided that

               (a) any Guarantee by the Company or any Restricted Subsidiary of
     any Indebtedness of the Subsidiary being so designated or any of its
     Subsidiaries shall be deemed an "incurrence" of such Indebtedness and an
     "Investment" by the Company or such Restricted Subsidiary (or both, if
     applicable) at the time of such designation,

               (b) either (1) the Subsidiary to be so designated has total
     assets of $1,000 or less or (2) if such Subsidiary has assets greater than
     $1,000, such designation would be permitted under Section 4.07, and

               (c) if applicable, the Investment and the incurrence of
     Indebtedness referred to in clause (a) of this proviso would be permitted
     under Section 4.06 and Section 4.07.

          Any such designation by the Partnership Governance Committee of the
Company pursuant to clause (i) above shall be evidenced to the Trustee by filing
with the Trustee a certified copy of the resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions and was permitted by Section 4.06 and
Section 4.07.

          If at any time the Company or any Restricted Subsidiary Guarantees any
Indebtedness of such Unrestricted Subsidiary or makes any other Investment in
such Unrestricted Subsidiary and such incurrence of Indebtedness or Investment
would not be permitted under Section 4.06 and Section 4.07, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of the Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under the covenant described above
under Section 4.06 the Company shall be in default of such covenant). The
Partnership Governance Committee of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted under Section 4.06 and (ii) no Default or Event of Default would be
in existence following such designation.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith

                                       27

<PAGE>

and credit of the United States of America is pledged and which are not callable
at the issuer's option.

          "Value" means, with respect to a Sale and Lease-Back Transaction, the
amount equal to the greater of (i) the net proceeds of the sale or transfer of
the property leased pursuant to such Sale and Lease-Back Transaction or (ii) the
fair value, in the opinion of the Partnership Governance Committee, of such
property at the time of entering into such Sale and Lease-Back Transaction, in
either case divided first by the number of full years of the term of the lease
and then multiplied by the number of full years of such term remaining at the
time of determination, without regard to any renewal or extension options
contained in the lease.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

               (i) the sum of the products obtained by multiplying

                    (a) the amount of each then remaining installment, sinking
          fund, serial maturity or other required payments of principal,
          including payment at final maturity, in respect thereof, by

                    (b) the number of years (calculated to the nearest
          one-twelfth) that will elapse between such date and the making of such
          payment, by

               (ii) the then outstanding principal amount of such Indebtedness.

          "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all the outstanding Equity Interests of which (other
than directors' qualifying shares) shall at the time be owned by such Person or
by one or more Wholly Owned Restricted Subsidiaries of such Person or by such
Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

          "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all the outstanding Equity Interests of which (other than directors'
qualifying shares) shall at the time be owned by such Person or by one or more
Wholly Owned Subsidiaries of such Person or by such Person and one or more
Wholly Owned Subsidiaries of such Person.

          Section 1.2. Other Definitions.

                                     Defined
            Term                   in Section
------------------------------     ----------

Act                                    1.08
Additional Dividend Notes              4.08
Affiliate Transaction                  4.11
Agent Members                          3.13
Asset Sale Offer                       4.10

                                       28

<PAGE>

                                     Defined
            Term                   in Section
------------------------------     ----------

Authentication Order                   3.03
Change of Control Offer                4.13
Change of Control Payment              4.13
Change of Control Payment Date         4.13
Covenant Defeasance                   12.03
Defaulted Interest                     3.07
Dividend Payment Date                  4.08
DTC                                    2.03
Event of Default                       6.01
Excess Proceeds                        4.10
Expiration Date                        1.08
Global Notes                           2.01
Guaranteed Indebtedness                4.20
Legal Defeasance                      12.02
Notice Date                            4.08
Offshore Global Note                   2.01
Offshore Note Exchange Date            2.01
Offshore Physical Note                 2.01
Permanent Offshore Global Note         2.01
Physical Notes                         2.01
Place of Payment                       3.01
Plan Participants                      4.07
Private Placement Legend               2.03
Redemption Amount                     10.01
Register                               3.05
Registrar                              3.05
Regular Record Date                    3.01
Restricted Payment                     4.07
Subordinated Debt                      4.07
Temporary Offshore Global Note         2.01
U.S. Global Notes                      2.01
U.S. Physical Notes                    2.01

          Section 1.3. Rules of Construction. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

          (a) the terms defined in this Indenture have the meanings assigned to
them in this Indenture;

          (b) "or" is not exclusive;

                                       29

<PAGE>

          (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP and, unless expressly provided
otherwise, all determinations and computations made pursuant to any provision
hereof shall be made in accordance with GAAP; provided that references to any
Person and its Restricted Subsidiaries on a consolidated basis, and any
calculations of amounts with respect to any Person and its Restricted
Subsidiaries on a consolidated basis, shall refer to such Person and all its
Restricted Subsidiaries, whether or not such Restricted Subsidiaries would be
accounted for as consolidated subsidiaries on such Person's financial statements
prepared in accordance with GAAP;

          (d) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

          (e) all references to "$" or "dollars" shall refer to the lawful
currency of the United States of America;

          (f) the words "include," "included" and "including" as used herein
shall be deemed in each case to be followed by the phrase "without limitation,"
if not expressly followed by such phrase or the phrase "but not limited to";

          (g) words in the singular include the plural, and words in the plural
include the singular; and

          (h) any reference to a Section or Article refers to such Section or
Article of this Indenture unless otherwise indicated.

          Section 1.4. Incorporation by Reference of TIA. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. This Indenture is subject to the
mandatory provisions of the TIA, which are incorporated by reference in and made
a part of this Indenture. Any terms incorporated by reference in this Indenture
that are defined by the TIA, defined by any TIA reference to another statute or
defined by SEC rule under the TIA, have the meanings so assigned to them
therein. The following TIA terms have the following meanings:

          "indenture securities" means the Notes.

          "indenture security holder" means a Holder or Noteholders.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company, Equistar
Funding and any other obligor on the indenture securities.

          Section 1.5. Conflict with TIA. If any provision hereof limits,
qualifies or conflicts with a provision of the TIA that is required under the
TIA to be a part of and

                                       30

<PAGE>

govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the TIA that may be so
modified or excluded, the latter provision shall be deemed (a) to apply to this
Indenture as so modified or (b) to be excluded, as the case may be.

          Section 1.6. Compliance Certificates and Opinions. Upon any
application or request by an Issuer or by any other obligor upon the Notes to
the Trustee to take any action under any provision of this Indenture, such
Issuer or other obligor upon the Notes, as the case may be, shall furnish to the
Trustee such certificates and opinions as may be required under the TIA. Each
such certificate or opinion shall be given in the form of one or more Officers'
Certificates, if to be given by Officers, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the TIA and any
other requirements set forth in this Indenture. Notwithstanding the foregoing,
in the case of any such request or application as to which the furnishing of any
Officers' Certificate or Opinion of Counsel is specifically required by any
provision of this Indenture relating to such particular request or application,
no additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 4.05) shall include:

          (a) a statement that the individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c) a statement that, in the opinion of such individual, he or she
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

          (d) a statement as to whether, in the opinion of such individual, such
condition or covenant has been complied with.

          Section 1.7. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

          Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or

                                       31

<PAGE>

opinion of counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an Officer or Officers to
the effect that the information with respect to such factual matters is in the
possession of the Issuers, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

          Section 1.8. Acts of Noteholders; Record Dates. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Issuers. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 7.01)
conclusive in favor of the Trustee, the Issuers and any other obligor upon the
Notes, if made in the manner provided in this Section 1.08.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership or
other entity, on behalf of such corporation or partnership or other entity, such
certificate or affidavit shall also constitute sufficient proof of such Person's
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the person executing the same, may also be proved in any
other manner that the Trustee deems sufficient.

          (c) The ownership of Notes shall be proved by the Register.

          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Note shall bind the Holder of every
Note issued upon the transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done or suffered to be done by the Trustee, the
Issuers or any other obligor on the Notes in reliance thereon, whether or not
notation of such action is made upon such Note.

          (e) (i) The Issuers may set any day as a record date for the purpose
of determining the Holders of Outstanding Notes entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders, provided that the Issuers may not set a record date for, and the
provisions of this paragraph shall not apply

                                       32

<PAGE>

with respect to, the giving or making of any notice, declaration, request or
direction referred to in Section 1.08(e)(ii). If any record date is set pursuant
to this paragraph, the Holders of Outstanding Notes on such record date (or
their duly designated proxies), and no other Holders, shall be entitled to take
the relevant action, whether or not such Persons remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Notes on such record date. Nothing in this
paragraph shall be construed to prevent the Issuers from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Issuers, at their own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder in the manner set forth in Section 1.10.

          (ii) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Notes entitled to join in the giving or
making of (w) any Notice of Default, (x) any declaration of acceleration
referred to in Section 6.02, (y) any request to institute proceedings referred
to in Section 6.06(b) or (z) any direction referred to in Section 6.05, in each
case with respect to Notes. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Notes on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Notes on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the expense of the Issuers, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be given to
the Issuers in writing and to each Holder in the manner set forth in Section
1.10.

          (iii) With respect to any record date set pursuant to this Section
1.08, the party hereto that sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the Issuers or the
Trustee, whichever such party is not setting a record date pursuant to this
Section 1.08(e), in writing, and to each Holder in the manner set forth in
Section 1.10, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 180th day after such

                                       33

<PAGE>

record date as the Expiration Date with respect thereto, subject to its right to
change the Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.

          (iv) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

          Section 1.9. Notices, Etc., to Trustee and Issuers. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

          (a) the Trustee by any Holder or by the Issuers or any other obligor
upon the Notes shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at the Corporate Trust
Office (facsimile: (212) 815-5131), or at any other address furnished in writing
to the Issuers by the Trustee, or

          (b) the Issuers by the Trustee or by any Holder shall be sufficient
for every purpose hereunder if in writing and delivered in person or mailed,
first-class postage prepaid, to the Company at One Houston Center, Suite 700,
1221 McKinney, Houston, Texas 77010, Attention: General Counsel (facsimile:
(713) 309-2143), with copies to Baker Botts L.L.P. at 910 Louisiana, Houston,
Texas 77002, Attention: Stephen Massad, Esq. (facsimile: (713) 229-1522), or at
any other address previously furnished in writing to the Trustee by the Issuers.

          Section 1.10. Notices to Holders; Waivers. Where this Indenture
provides for notice to Holders of any event, such notice shall be deemed to have
been given upon the mailing by first class mail, postage prepaid, of such
notices to Holders at their registered addresses as recorded in the Register,
not later than the latest date, and not earlier than the earliest date,
prescribed herein for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

          In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail notice of any event as
required by any provision of this Indenture, then such notification as shall be
made with the approval of the Trustee (such approval not to be unreasonably
withheld) shall constitute a sufficient notification for every purpose
hereunder.

                                       34

<PAGE>

          Section 1.11. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

          Section 1.12. Successors and Assigns. All covenants and agreements in
this Indenture by each Issuer shall bind its respective successors and assigns,
whether so expressed or not.

          Section 1.13. Separability Clause. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

          Section 1.14. Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any Paying Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

          Section 1.15. Governing Law. THIS INDENTURE, THE NOTES AND THE
SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF
CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. TO THE EXTENT PERMITTED BY LAW, THE
TRUSTEE, EACH ISSUER, ANY OTHER OBLIGORS IN RESPECT OF THE NOTES AND (BY THEIR
ACCEPTANCE OF THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH
OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE OR THE NOTES.

          Section 1.16. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Note shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or of the
Notes) payment of interest and Liquidated Damages, if any, or principal and
premium (if any) need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity.

          Section 1.17. No Personal Liability of Directors, Officers, Employees,
Stockholders and Partners. No director, officer, employee, incorporator,
partner, member of the Partnership Governance Committee or holder of Capital
Stock of either Issuer or any Subsidiary Guarantor, as such, will have any
liability for any obligations of the Issuers and the Subsidiary Guarantors under
the Notes, the Subsidiary Guarantees, or the Indenture or for any claim based
on, in respect of, or by reason of, such obligations. Each holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

                                       35

<PAGE>

          Section 1.18. Exhibits. All exhibits attached hereto are by this
reference made a part hereof with the same effect as if herein set forth in
full.

          Section 1.19. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                                    ARTICLE 2

                                   Note Forms

          Section 2.1. Forms Generally. The Notes and the Trustee's certificate
of authentication relating thereto shall be in substantially the forms set
forth, or referenced, in Exhibit A annexed hereto and in this Article 2. The
Notes may have such appropriate insertions, omissions, substitutions, notations,
legends, endorsements, identifications and other variations as are required or
permitted by law, stock exchange rule or depository rule or usage, the governing
instruments of either Issuer, agreements to which either Issuer is subject, if
any, or other customary usage, or as may consistently herewith be determined by
the Officers of the Issuers executing such Notes, as evidenced by such execution
(provided always that any such notation, legend, endorsement, identification or
variation is in a form acceptable to the Trustee and the Issuers). Each Note
shall be dated the date of its authentication.

          Initial Notes and any Additional Notes offered and sold in reliance on
Rule 144A under the Securities Act shall be issued initially in the form of one
or more permanent global Notes in substantially the form set forth in Exhibit A
and shall contain the legends set forth in Section 2.03(a) and (b) (the "U.S.
Global Notes"), registered in the name of the nominee of the Depositary,
deposited with the Trustee, as custodian for the Depositary or its nominee, duly
executed by each Issuer and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the U.S. Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as provided in Sections
3.13 and 3.14.

          Initial Notes and any Initial Additional Notes offered and sold in
offshore transactions in reliance on Regulation S under the Securities Act shall
be issued initially in the form of a single temporary global Note in
substantially the form set forth in Exhibit A and containing each of the legends
set forth in Section 2.03 (the "Temporary Offshore Global Note"), registered in
the name of the nominee of the Depositary, deposited with the Trustee, as
custodian for the Depositary or its nominee, duly executed by each Issuer and
authenticated by the Trustee as hereinafter provided. At any time following
termination of the Restricted Period (the "Offshore Note Exchange Date"), upon
receipt by the Trustee and the Issuers of a certificate substantially in the
form set forth in Exhibit C hereto, a single permanent global Note substantially
in the form of Exhibit A hereto and containing the legend set forth in Section
2.03(b) (the "Permanent Offshore Global Note," and together with the Temporary
Offshore Global Note, the "Offshore Global

                                       36

<PAGE>

Note") duly executed by each Issuer and authenticated by the Trustee as
hereinafter provided shall be deposited with the Trustee, as custodian for the
Depositary, and the Registrar shall reflect on its books and records the date
and a decrease in the principal amount of the Temporary Offshore Global Note in
an amount equal to the principal amount of the beneficial interest in the
Temporary Offshore Global Note transferred. Prior to the Offshore Note Exchange
Date and receipt of the certificate referred to above, beneficial interests in a
Temporary Offshore Global Note may be held only through Euroclear or
Clearstream. The aggregate principal amount of the Offshore Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary for the Offshore Global Note as
provided in Sections 3.13 and 3.14.

          Initial Notes and any Initial Additional Notes issued in exchange for
or upon transfer of beneficial interests in the U.S. Global Note or the
Permanent Offshore Global Note pursuant to Section 3.13 shall be in the form of
permanent certificated Notes in substantially the form set forth in Exhibit A
containing the Private Placement Legend as set forth in Section 2.03 (the "U.S.
Physical Notes"), or in the form of permanent certificated Notes substantially
in the form set forth in Exhibit A (the "Offshore Physical Notes"),
respectively, as hereinafter provided. No Offshore Physical Notes may be issued
until expiration of the applicable Restricted Period and receipt by the Issuers
and the Trustee from the (x) proposed transferor of a certificate substantially
in the form set forth in Exhibit D or (y) holder of a beneficial interest being
exchanged, of certification that such holder is a non-U.S. person (within the
meaning of Regulation S under the Securities Act) or a U.S. person who acquired
such interest in a transaction exempt from the registration requirements of the
Securities Act (in which case a U.S. Physical Note shall be issued).

          Initial Additional Notes offered and sold in reliance on any exemption
under the Securities Act other than Regulation S and Rule 144A thereunder shall
be issued in the form of U.S. Physical Notes and shall contain the Private
Placement Legend as set forth in Section 2.03.

          The Offshore Physical Notes and the U.S. Physical Notes, together with
any other certificated notes in registered form, are sometimes collectively
herein referred to as the "Physical Notes." The U.S. Global Note and the
Offshore Global Note, together with any other certificated notes in registered
global form, are sometimes collectively referred to as the "Global Notes."

          Exchange Notes shall be issued substantially in the form set forth in
Exhibit A and, subject to Section 3.13, shall be in the form of one or more
Global Notes.

          Additional Dividend Notes issued in respect of any Notes shall be
issued substantially in the form set forth in Exhibit A and shall be issued in
the same form as the Notes in respect of which they are issued. Additional
Dividend Notes shall bear the same legends, including the Private Placement
Legend, as the Notes in respect of which such Additional Dividend Notes are
issued. The Issuers shall take all required steps to ensure that any Additional
Dividend Notes issued in respect of Notes that are not Restricted Securities or
required by applicable law to bear the Private Placement Legend shall not,

                                       37

<PAGE>

and shall not be required by applicable law to, be Restricted Securities or bear
the Private Placement Legend (including without limitation through the
maintenance of an effective shelf registration statement, if required).

          Section 2.2. Form of Trustee' Certificate of Authentication. The
Trustee's certificate of authentication shall be in substantially the following
form:

          This is one of the Notes referred to in the within-mentioned
Indenture.

                                    THE BANK OF NEW YORK,
                                       as Trustee


Dated:                              By:
       -----------                      ---------------------------
                                            Authorized Signatory

          If an appointment of an Authenticating Agent is made pursuant to
Section 7.15, the Notes may have endorsed thereon, in lieu of the Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:

          This is one of the Notes referred to in the within-mentioned
Indenture.

                                    THE BANK OF NEW YORK,
                                       As Trustee


                                           By
                                              ----------------------------------
                                              As Authenticating Agent


                                           By
                                              ----------------------------------
                                              Authorized Signatory

Dated:

          Section 2.3. Restrictive Legends. (a) Except as set forth in Section
3.14(l), unless and until (i) an Initial Note or any Initial Additional Note is
sold pursuant to an effective registration statement, whether pursuant to the
Registration Rights Agreement or otherwise or (ii) an Initial Note or any
Initial Additional Note is exchanged for an Exchange Note in an Exchange Offer
pursuant to an effective Exchange Offer Registration Statement, each U.S. Global
Note and U.S. Physical Note and each Temporary Offshore Global Note shall bear
the following legend set forth below (the "Private Placement Legend") on the
face thereof:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

                                       38

<PAGE>

          (1) REPRESENTS THAT

                    (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A
          "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER
          THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION
          WITH RESPECT TO EACH SUCH ACCOUNT,

                    (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE
          MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
          (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR

                    (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF
          REGULATION S UNDER THE SECURITIES ACT) AND

          (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND ONLY

                    (A) TO THE COMPANY,

                    (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME
          EFFECTIVE UNDER THE SECURITIES ACT,

                    (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
          RULE 144A UNDER THE SECURITIES ACT,

                    (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
          OF REGULATION S UNDER THE SECURITIES ACT,

                    (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000, TO AN
          INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FORM
          DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE
          OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE
          RESTRICTIONS ON TRANSFER OF THIS NOTE, OR

                    (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY
          RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION
          FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR
(2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE
OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F)

                                       39

<PAGE>

ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS
MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

          (b) Each Global Note, whether or not an Initial Note or Additional
Note, shall also bear the following legend on the face thereof:

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTIONS 3.13 AND 3.14 OF THE INDENTURE.

          (c) Each Temporary Offshore Global Note shall bear the following
legend on the face thereof:

          THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE
RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD
BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON WHO
PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") PURSUANT TO RULE 144A
THEREUNDER. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES
OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE
INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE
SECURITIES ACT.

                                       40

<PAGE>

                                    ARTICLE 3

                                    The Notes

          Section 3.1. Title and Terms. The aggregate principal amount of Notes
that may be authenticated and delivered and Outstanding under this Indenture is
initially limited to $450,000,000 (plus any Additional Dividend Notes issued in
respect thereof pursuant to Section 4.08), but may be increased, subject to
compliance with the covenants contained in Article 4 below and the conditions
set forth in Section 3.03. The Initial Notes will be issued in an aggregate
principal amount of $450,000,000 plus the aggregate amount of any Additional
Dividend Notes issued in respect thereof. All the Original Notes shall vote and
consent together on all matters as one class, and none of the Original Notes
will have the right to vote or consent as a class separate from one another on
any matter. Subject to the covenants contained in Article 4 below, the Issuers
may issue Additional Notes hereunder and the Issuers may be required to issue
Additional Dividend Notes from time to time. Initial Additional Notes (including
any Exchange Notes issued in exchange therefor) and Additional Dividend Notes
(including any Exchange Notes issued in exchange therefor) shall vote (or
consent) as a class with the other Notes and otherwise be treated as Notes for
all purposes of this Indenture.

          The Notes shall be known and designated as the "10_% Senior Notes Due
2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1,
2011. Interest on the Outstanding principal amount of Notes will accrue, subject
to Section 3.11, at the rate of 10_% per annum and will be payable semiannually
in arrears on May 1 and November 1 in each year, commencing on November 1, 2003,
to Holders of record at the close of business on the immediately preceding April
15, and October 15, respectively (each such April 15 and October 15, a "Regular
Record Date"). Interest on the Original Notes will accrue from the most recent
date to which interest has been paid or duly provided for or, if no interest has
been paid, from April 22, 2003, and interest on any Additional Notes and
Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will
accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid, from April 22, 2003; provided
that if any Note is surrendered for exchange on or after a record date for an
Interest Payment Date that will occur on or after the date of such exchange,
interest on the Note received in exchange thereof will accrue from the date of
such Interest Payment Date. The Issuers will pay interest on overdue principal
and, to the extent lawful, on overdue installments of interest (including
interest to be paid in the form of Additional Dividend Notes) and overdue
amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of
the interest rate referred to above.

          The principal of, and premium, if any, and interest and Liquidated
Damages, if any, on the Notes shall be payable at the Corporate Trust Office or
at such other office or agency of the Issuers maintained for that purpose (each,
a "Place of Payment") in the manner provided in Section 4.01(b); provided,
however, that, under the circumstances set forth in Section 4.01(b), payment of
interest and Liquidated Damages on a Note may be made by wire transfer of
immediately available funds to the account specified by the Holder of a Global
Note or by check mailed to the address of the Person entitled thereto as such
address shall appear in the Register.

                                       41

<PAGE>

          Section 3.2. Denominations. The Notes shall be issuable only in
registered form without coupons and only in denominations of $1,000 and any
integral multiple thereof.

          Section 3.3. Execution, Authentication and Delivery and Dating. The
Notes shall be executed on behalf of each Issuer by two Officers of such Issuer.
The signature of such Officers on the Notes may be manual or facsimile.

          Notes bearing the manual or facsimile signature of an individual who
was at any time a proper Officer of an Issuer shall bind such Issuer,
notwithstanding that such individual has ceased to hold such office prior to the
authentication and delivery of such Notes or did not hold such office at the
date of such Notes.

          At any time and from time to time after the execution and delivery of
this Indenture, the Issuers may deliver Notes executed by the Issuers to the
Trustee for authentication; and the Trustee shall authenticate and deliver (i)
Initial Notes (other than Additional Dividend Notes) for original issue in the
aggregate principal amount not to exceed $450,000,000 and (ii) Additional Notes
(other than Additional Dividend Notes) from time to time for original issue in
aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from
time to time for issue in exchange for a like principal amount of Initial Notes
or Initial Additional Notes (including Additional Dividend Notes), and (iv) to
the extent required by Section 4.08, Additional Dividend Notes in respect
thereof from time to time for original issue in an aggregate principal amount
specified by the Issuers, in each case specified in clauses (i) through (iv)
above, upon a written order of the Issuers in the form of an Officers'
Certificate executed by two Officers of each Issuer (an "Authentication Order"),
and in the case of clause (ii), upon receipt by the Trustee of an Opinion of
Counsel confirming that the Holders of the Outstanding Notes will be subject to
federal income tax in the same amounts, in the same manner and at the same times
as would have been the case if such Additional Notes were not issued. Such
Officers' Certificates shall specify the amount of Notes to be authenticated and
the date on which the Notes are to be authenticated, whether the Notes are to be
Initial Notes, Additional Notes, Exchange Notes and/or Additional Dividend
Notes, that, in the case of Additional Notes, the issuance of such Notes does
not contravene any provision of Article 4 of this Indenture, whether the Notes
are to be issued as one or more Global Notes or Physical Notes, the name or
names of the Initial Holder or Holders and such other information as the Issuers
may include or the Trustee may reasonably request.

          All Notes shall be dated the date of their authentication.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.

          Section 3.4. Temporary Notes. Until definitive Notes are ready for
delivery, the Issuers may prepare and upon receipt of an Authentication Order
the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of

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<PAGE>

definitive Notes but may have variations that the Issuers consider appropriate
for temporary Notes. If temporary Notes are issued, the Issuers will cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Issuers in a Place of Payment, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuers shall
execute and upon receipt of an Authentication Order the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. Until so exchanged the temporary
Notes shall in all respects be entitled to the same benefits under this
Indenture as definitive Notes of the same series and tenor.

          Section 3.5. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Issuers in a Place of Payment being herein sometimes collectively
referred to as the "Register") in which, subject to such reasonable regulations
as it may prescribe, the Issuers shall provide for the registration of Notes and
of transfers of Notes. The Trustee is hereby appointed "Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided.

          Upon surrender for transfer of any Note at the office or agency of the
Issuers in a Place of Payment, in compliance with all applicable requirements of
this Indenture and applicable law, the Issuers shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes, of any authorized denominations and of a
like aggregate principal amount.

          At the option of the Holder, Notes may be exchanged for other Notes,
of any authorized denominations and of a like tenor and aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, the Issuers shall execute,
and the Trustee shall authenticate and deliver, the Notes that the Holder making
the exchange is entitled to receive; provided that no exchange of Initial Notes
or Initial Additional Notes for Exchange Notes shall occur until an Exchange
Offer Registration Statement shall have been declared effective by the SEC and
the Trustee shall have received an Officers' Certificate confirming that the
Exchange Offer Registration Statement has been declared effective by the SEC and
an Exchange Offer thereunder has been consummated. The Initial Notes or
Additional Notes to be exchanged for the Exchange Notes shall be canceled by the
Trustee.

          All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuers, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

          Every Note presented or surrendered for registration of transfer or
exchange shall (if so required by the Issuers or the Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Issuers and the Registrar duly executed, by the Holder
thereof or such Holder's attorney duly authorized in writing.

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<PAGE>

          No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Issuers may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes under this
Section 3.05.

          Section 3.6. Mutilated, Destroyed, Lost and Stolen Notes. If (a) any
mutilated Note is surrendered to the Trustee, or the Issuers and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Note, and (b) there is delivered to the Issuers and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Issuers or the Trustee that such Note has been acquired
by a bona fide purchaser, the Issuers shall execute and upon receipt of an
Authentication Order the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of
like tenor and principal amount, bearing a number not contemporaneously
Outstanding.

          In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, the Issuers in their discretion may,
instead of issuing a new Note, pay such Note.

          Upon the issuance of any new Note under this Section 3.06, the Issuers
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Note issued pursuant to this Section 3.06 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of each Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and ratably with
any and all other Notes duly issued hereunder.

          The provisions of this Section 3.06 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

          Section 3.7. Payment of Interest Rights Preserved. Interest and
Liquidated Damages on any Note that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest and Liquidated Damages
specified in Section 3.01; provided that interest payable in the form of
Additional Dividend Notes shall be paid to the Person in whose name that Note
(or one or more Predecessor Notes) is registered at the close of business on the
Notice Date for such interest specified in Section 4.08.

          Any interest and Liquidated Damages on any Note that is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder; and such Defaulted Interest shall be paid by the Issuers, as
provided in 3.07(a) or 3.07(b) below:

                                       44

<PAGE>

          (a) The Issuers may elect to make payment of any Defaulted Interest to
the Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Issuers shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date of the proposed payment, and at
the same time the Issuers shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements reasonably satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as provided in this Section 3.07(a). Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Issuers of such Special Record Date and, in the name and at the expense of the
Issuers, shall cause notice of the proposed payment of such Defaulted Interest,
the amount thereof and the Special Record Date and payment date therefor to be
mailed, first class postage prepaid, to each Holder at such Holder's address as
it appears in the Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered on such Special Record Date and shall no longer be payable
pursuant to the following 3.07(b).

          (b) The Issuers may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Issuers to the Trustee
of the proposed payment pursuant to this clause (b), such payment shall be
deemed practicable by the Trustee.

          Subject to the foregoing provisions of this Section 3.07, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest (including
any Liquidated Damages) accrued and unpaid, and to accrue, that were carried by
such other Note.

          Section 3.8. Persons Deemed Owners. Prior to due presentment of a Note
for registration of transfer, the Issuers, the Trustee and any agent of any
Issuer or the Trustee may treat the Person in whose name such Note is registered
as the owner of such Note for the purpose of receiving payment of principal of
(and premium, if any, on) and (subject to Section 3.07) interest and Liquidated
Damages, if any, on such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and none of the Issuers, the Trustee or any agent of
any of them shall be affected by notice to the contrary.

          Section 3.9. Cancellation. All Notes surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not already
canceled, shall be promptly canceled by it. The Issuers may at any time deliver
to the Trustee for cancellation any

                                       45

<PAGE>

Notes previously authenticated and delivered hereunder that the Issuers may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
canceled by the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section 3.09, except as
expressly permitted by this Indenture. All canceled Notes held by the Trustee
shall be disposed of in accordance with the Trustee's customary procedures.

          Section 3.10. Computation of Interest. Interest on the Notes shall be
computed on the basis of a 360-day year of twelve 30-day months.

          Section 3.11. Payment of Liquidated Damages. (a) Under certain
circumstances the Issuers will be obligated to pay certain Liquidated Damages to
the Holders of certain Initial Notes, as more particularly set forth in such
Initial Notes.

          (b) Under certain circumstances the Issuers may be obligated to pay
certain Liquidated Damages to the Holders of certain Initial Additional Notes,
as may be more particularly set forth in such Initial Additional Notes.

          Section 3.12. CUSIP Numbers. The Issuers in issuing the Notes may use
"CUSIP" or "CINS" numbers (if then generally in use) in addition to serial
numbers, and, if so, the Trustee shall use such "CUSIP" or "CINS" numbers in
addition to serial numbers in notices of redemption, repurchase or other notices
to Holders as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such "CUSIP" or "CINS"
numbers either as printed on the Notes or as contained in any notice of a
redemption or repurchase and that reliance may be placed only on the serial or
other identification numbers printed on the Notes, and any such redemption or
repurchase shall not be affected by any defect in or omission of such numbers.
The Issuers will promptly notify the Trustee of any change in the "CUSIP" or
"CINS" numbers.

          Section 3.13. Book-entry Provisions for Global Notes.

          (a) Each Global Note initially shall (i) be registered in the name of
the Depositary for such Global Notes or the nominee of such Depositary, (ii) be
delivered to the Trustee as custodian for such Depositary and (iii) to the
extent relevant thereto, bear legends as set forth in Section 2.03. Neither
Issuer nor any of their agents shall have any responsibility or liability for
any aspect of the records relating to, or payments made on account of beneficial
ownership interests of, a Global Note, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Note, and the
Depositary may be treated by the Issuers, the Trustee and any agent of the
Issuers or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
beneficial

                                       46

<PAGE>

owner of any Note. The registered Holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

          (b) Interests of beneficial owners in a Global Note may be transferred
in accordance with the applicable rules and procedures of the Depositary and the
provisions of Section 3.14. Transfers of a Global Note shall be limited to
transfers of such Global Note in whole, but not in part, to the Depositary, its
successors or their respective nominees, except (i) as required in connection
with transfers of interests therein pursuant to Section 3.14(b) or 3.14(g) or as
may be required by the Issuers or the Trustee in connection with transfers
pursuant to Section 3.14(i), and (ii) that U.S. Physical Notes or, subject to
Section 3.14(h), Offshore Physical Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in the U.S. Global Note or the
Offshore Global Note, respectively, in the event that (A) the Depositary
notifies the Issuers that it is unwilling or unable to continue as Depositary
for the applicable Global Note and a successor depositary is not appointed by
the Issuers within 90 days or (B) an Event of Default has occurred and is
continuing and the Registrar has received a request from the Depositary. In
addition, beneficial interests in a Global Note may be exchanged for Physical
Notes upon request but only upon at least 20 days' prior written notice given to
the Trustee by or on behalf of the Depository in accordance with customary
procedures. In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners for Physical Notes
pursuant to this Section 3.13(b), the Registrar shall record on its books and
records (and make a notation on the Global Note of) the date and a decrease in
the principal amount of such Global Note in an amount equal to the beneficial
interest in the Global Note being transferred, and the Issuers shall execute,
and the Trustee shall authenticate and deliver, one or more Physical Notes of
like tenor and principal amount of authorized denominations. In connection with
a transfer of an entire Global Note to beneficial owners pursuant to this
paragraph (b), the applicable Global Note shall be deemed to be surrendered to
the Trustee for cancellation, and the Issuers shall execute, and the Trustee
shall authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in the applicable Global
Note, an equal aggregate principal amount at maturity of U.S. Physical Notes (in
the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the
Offshore Global Note), as the case may be, of authorized denominations.

          (c) Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in another
Global Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in the other Global Note and, accordingly, will thereafter be
subject to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an
interest.

          (d) Each Issuer, any other obligor upon the Notes and the Trustee, in
the discretion of any of them, may treat as the Act of a Holder any instrument
or writing of any Person that is identified by the Depositary as the owner of a
beneficial interest in the

                                       47

<PAGE>

Global Note; provided that the fact and date of the execution of such instrument
or writing is proved in accordance with Section 1.08(b).

          (e) Any U.S. Physical Note delivered in exchange for an interest in
the U.S. Global Note pursuant to paragraph (b) of this Section shall, except as
otherwise provided in Section 3.14, bear the Private Placement Legend.

          Section 3.14. Transfer Provisions. Unless and until (i) an Initial
Note or any Initial Additional Note is sold pursuant to an effective
registration statement, whether pursuant to the Registration Rights Agreement or
otherwise, (ii) an Initial Note or any Initial Additional Note is exchanged for
an Exchange Note in the Exchange Offer pursuant to an effective Registration
Statement, or (iii) the Resale Restriction Termination Date has occurred with
respect to an Initial Note or any Initial Additional Note and such Note is not
then held by an Affiliate of either Issuer, the following provisions shall apply
with respect to such Initial Note or Initial Additional Note:

          (a) General. The provisions of this Section 3.14 shall apply to all
transfers involving any Physical Note and any beneficial interest in any Global
Note. A Note that is a Restricted Security may not be transferred other than as
provided in this Section 3.14. A beneficial interest in a Global Note that is a
Restricted Security may not be exchanged for a beneficial interest in another
Global Note other than through a transfer in compliance with this Section 3.14.

          (b) Transfers to Non-QIB Institutional Accredited Investors. With
respect to the registration of any proposed transfer of a Note that is a
Restricted Security to any Institutional Accredited Investor that is not a QIB,

          (I) the Registrar shall register such transfer

                    (i) if it complies with all other applicable requirements of
          this Indenture (including Section 3.05 and Section 3.13); and

                    (ii) the proposed transferee has delivered to the Registrar
          a certificate substantially in the form of Exhibit E, and such
          transfer is in respect of an aggregate principal amount of Notes of
          not less than $100,000; and

                    (iii) if the proposed transferor is or is acting through an
          Agent Member holding a beneficial interest in a Global Note, upon
          receipt by the Registrar of written instructions given in accordance
          with the Depositary's and the Registrar's procedures; and

          (II) the Registrar shall (x) reflect on its books and records (and
make a notation on the relevant Global Note of) the date and a decrease in the
principal amount of the relevant Global Note in an amount equal to the principal
amount of the beneficial interest in the relevant Global Note to be transferred
or (y) cancel the Physical Note so transferred, and the Registrar shall deliver
to the transferee one or more Physical Notes of like tenor and amount.

                                       48

<PAGE>

          Each of the Issuers and the Trustee may require additional opinions,
certifications or other evidence as may be reasonably required to confirm that
any such proposed transfer is being made in compliance with the Securities Act
and applicable state securities laws.

          (c) Transfers to QIBs. With respect to the registration of any
proposed transfer of a Note that is a Restricted Security to a QIB,

          (I) the Registrar shall register such transfer:

                    (i) if it complies with all other applicable requirements of
          this Indenture (including Section 3.05 and Section 3.13); and

                    (ii) the proposed transferor has checked the box provided
          for on the form of such Note stating, or has otherwise certified to
          the Issuers and the Registrar in writing, that the sale has been made
          in compliance with the provisions of Rule 144A to a transferee who has
          signed the certification provided for on the form of such Note
          stating, or has otherwise certified to the Issuers and the Registrar
          in writing, that it is purchasing such Note for its own account or an
          account with respect to which it exercises sole investment discretion
          and that it and any such account is a QIB within the meaning of Rule
          144A, and is aware that the sale to it is being made in reliance on
          Rule 144A and acknowledges that it has received such information
          regarding the Issuers as it has requested pursuant to Rule 144A or has
          determined not to request such information and that it is aware that
          the transferor is relying upon its foregoing representations in order
          to claim the exemption from registration provided by Rule 144A; and

                    (iii) if the proposed transferor or transferee is or is
          acting through an Agent Member, upon receipt by the Registrar of
          written instructions given in accordance with the Depositary's and the
          Registrar's procedures; and

          (II) the Registrar shall (a) cancel the Physical Note so transferred
or (b) reflect on its books and records (and make a notation on the relevant
Global Note of) the date and a decrease in the principal amount of such
transferor Global Note, as the case may be, and the Registrar shall (x) reflect
on its books and records (and make a notation on the relevant Global Note of)
the date and an increase in the principal amount of the transferee Global Note
or (y) deliver Physical Notes of like tenor and amount.

          (d) Transfers of Interests in the Temporary Offshore Global Notes.
With respect to registration of any proposed transfer of interests in any
Temporary Offshore Global Note,

          (I) the Registrar shall register the transfer of any interest in such
Note only

                    (i) if the proposed transferee is a Non-U.S. Person and the
          proposed transferor has delivered to the Registrar a certificate
          substantially in the form of Exhibit D hereto and will take delivery
          in the form of an interest in the Temporary Offshore Global Note; or

                                       49

<PAGE>

                    (ii) if the proposed transferee is a QIB and the proposed
          transferor has checked the box provided for on the form of Note
          stating, or has otherwise certified to the Issuers and the Registrar
          in writing, that the sale has been made in compliance with provisions
          of Rule 144A to a transferee who has signed the certification provided
          for on the form of Note stating, or has otherwise advised the Issuers
          and the Registrar in writing, that it is purchasing the Note for its
          own account or an account with respect to which it exercises sole
          investment discretion and that it and any such account is a QIB within
          the meaning of Rule 144A, and is aware that the sale to it is being
          made in reliance on Rule 144A and acknowledges that it has received
          such information regarding the Issuers as it has requested pursuant to
          Rule 144A or has determined not to request such information and that
          it is aware that the transferor is relying upon its foregoing
          representations in order to claim the exemption from registration
          provided by Rule 144A; and

                    (iii) upon receipt by the Registrar of written instructions
          given in accordance with the Depositary's and the Registrar's
          procedures; and

          (II) the Registrar shall reflect on its books and records (and make a
notation on the relevant Global Note of) the date and an increase in the
principal amount of the transferee Global Note, in an amount equal to the
principal amount of the Temporary Offshore Global Note to be transferred, and
the Registrar shall reflect on its books and records (and make a notation on the
relevant Global Note of) the date and a decrease in the principal amount of the
transferor Temporary Offshore Global Note.

          (e) Transfers to Non-U.S. Persons. With respect to the registration of
any proposed transfer of a Note that is a Restricted Security to a Non-U.S.
Person (except for any transfer referred to in Section 3.14(d))

          (I) the Registrar shall register such transfer:

                    (i) if it complies with all other applicable requirements of
          this Indenture (including Section 3.05 and Section 3.13); and

                    (ii) if the proposed transfer is to be made prior to the end
          of the Restricted Period, upon receipt of a certificate substantially
          in the form of Exhibit D hereto from the proposed transferor; and

                    (iii) if the proposed transfer is to be made after the end
          of the Restricted Period and the Note to be transferred is a U.S.
          Certificated Note or an interest in the U.S. Global Note, only upon
          receipt of a certificate substantially in the form of Exhibit D from
          the proposed transferor; and

                    (iv) if the proposed transferor or transferee is or is
          acting through an Agent Member, upon receipt by the Registrar of
          written instructions in accordance with the Depositary's and the
          Registrar's procedures; and

          (II) the Registrar shall (a) reflect on its books and records (and
make a notation on the relevant Global Note of) the date and a decrease in the
principal amount of the

                                       50

<PAGE>

transferor Global Note in an amount equal to the principal amount to be
transferred or (b) cancel the Physical Notes so transferred, as the case may be,
and the Registrar shall (x) reflect on its books and records (and make a
notation on the relevant Global Note of) the date and an increase in the
principal amount of the transferee Offshore Global Note or (y) deliver one or
more Physical Notes of like tenor and amount.

          (f) Transfers pursuant to Rule 144. With respect to the registration
of any proposed transfer of a Note that is a Restricted Security pursuant to the
exemption from registration under the Securities Act provided by Rule 144
thereunder,

          (I) the Registrar shall register such transfer

                    (A) if it complies with all other requirements of this
          Indenture (including Section 3.05 and Section 3.13); and

                    (B) if such transfer is being made by a proposed transferor
          who has checked the box provided for on the form of such Note stating,
          or has otherwise certified to the Issuers and the Registrar in
          writing, that the sale has been made in compliance with the provisions
          of Rule 144; and

                    (C) if the proposed transferor or transferee is or is acting
          through an Agent Member, upon receipt by the Registrar of written
          instructions given in accordance with the Depositary's and the
          Registrar's procedures; and

          (II) the Registrar shall (a) reflect on its books and records (and
make a notation on the relevant Global Note of) the date and a decrease in the
principal amount of such transferor Global Note in an amount equal to the
principal amount to be transferred or (b) cancel the Physical Note so
transferred and the Registrar shall (x) reflect on its books and records (and
make a notation on the relevant Global Note of) the date and an increase in the
principal amount of the transferee Global Note or (y) the Registrar shall
deliver Physical Notes in like tenor and amount.

          Each of the Issuers and the Trustee may require additional opinions,
certifications or other evidence as may be reasonably required to confirm that
any such proposed transfer is being made in compliance with the Securities Act
and applicable state securities laws.

          (g) Transfers to the Company. With respect to the registration of any
proposed transfer of a Note to the Company,

          (I) the Registrar shall register such transfer

                    (A) if it complies with all other requirements of this
          Indenture (including Section 3.05 and Section 3.13); and

                    (B) if such transfer is being made by a proposed transferor
          who has checked the box provided for on the form of such Note stating,
          or has otherwise certified to the Issuers and the Registrar in
          writing, that the sale has been made to the Company; and

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<PAGE>

                    (C) if the proposed transferor is or is acting through an
          Agent Member, upon receipt by the Registrar of written instructions
          given in accordance with the Depositary's and the Registrar's
          procedures; and

          (II) the Registrar shall (x) reflect on its books and records (and
make a notation on the relevant Global Note of) the date and a decrease in the
principal amount of such transferor Global Note in an amount equal to the
principal amount to be transferred or (y) cancel the Physical Note so
transferred, as the case may be and the Registrar shall deliver Physical Notes
to the Company in like tenor and amount.

          (h) Interests in the Offshore Global Note prior to the Offshore Note
Exchange Date. Notwithstanding anything to the contrary contained in this
Indenture, until the Offshore Note Exchange Date occurs and appropriate
certification substantially in the form of Exhibit C is made as provided in
Section 2.01, beneficial interests in the Offshore Global Note may be held only
in or through accounts maintained at the Depositary by Euroclear or Clearstream,
and no person shall be entitled to effect any transfer or exchange that would
result in any such interest being held otherwise than in or through such an
account, and no Physical Notes may be issued in exchange therefor.

          (i) Other Transfers. The Registrar shall effect and register, upon
receipt of a written request from the Issuers to do so, a transfer not otherwise
permitted by this Section 3.14, such registration to be done in accordance with
the otherwise applicable provisions of this Section 3.14, upon the furnishing by
the proposed transferor or transferee of a written opinion of counsel (which
opinion and counsel are satisfactory to the Issuers and the Trustee) to the
effect that, and such other certifications or evidence as the Issuers may
require to confirm that, the proposed transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and otherwise in compliance with applicable
state securities laws.

          (j) Limitation on Issuance of Physical Notes. No Physical Note shall
be exchanged for a beneficial interest in any Global Note, except in accordance
with Section 3.13 and this Section 3.14.

          (k) Execution, Authentication and Delivery of Physical Notes. In any
case in which the Registrar is required to deliver a Physical Note to a
transferee or transferor, the Issuers shall execute, and the Trustee shall
authenticate and make available for delivery, such Physical Note.

          (l) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend,
unless (i) the requested transfer is after the relevant Resale Restriction
Termination Date with respect to such Notes, (ii) upon written request of the
Issuers after there is delivered to the Registrar an opinion of counsel (which
opinion and counsel are satisfactory to the Issuers and the Trustee) to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance

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<PAGE>

with the provisions of the Securities Act, (iii) with respect to an Offshore
Global Note, with the agreement of the Issuers on or after the Offshore Note
Exchange Date with respect to such Note, (iv) such Notes are sold or exchanged
pursuant to an effective registration statement under the Securities Act or (v)
such Notes are sold pursuant to Section 3.14(f).

          (m) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 3.13 or this Section 3.14
(including all Notes received for transfer pursuant to this Section 3.14). Each
Issuer shall have the right to require the Registrar to deliver to such Issuer,
at such Issuer's expense, copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

          In connection with any transfer of any Note, the Trustee, the
Registrar and the Issuers shall be entitled to receive, shall be under no duty
to inquire into, may conclusively presume the correctness of, and shall be fully
protected in relying upon the certificates, opinions and other information
referred to herein (or in the forms provided herein, attached hereto or to the
Notes, or otherwise) received from any Holder and any transferee of any Note
regarding the validity, legality and due authorization of any such transfer, the
eligibility of the transferee to receive such Note and any other facts and
circumstances related to such transfer.

          (n) Certain Additional Terms Applicable to Physical Notes. Any
transferee entitled to receive a Physical Note may request that the principal
amount thereof be evidenced by one or more Physical Notes in any authorized
denomination or denominations and the Registrar shall comply with such request
if all other transfer restrictions are satisfied.

                                    ARTICLE 4

                                    Covenants

          Section 4.1. Payment of Principal, Premium and Interest. (a) The
Issuers will duly and punctually pay the principal of (and premium, if any) and
interest and Liquidated Damages, if any, on the Notes in accordance with the
terms of the Notes and this Indenture. An installment of principal (and premium,
if any) or interest and Liquidated Damages shall be considered paid on the date
it is due if the Trustee or Paying Agent or Paying Agents hold on that date
money (or, with respect to interest required to be paid pursuant to Section
4.08, Additional Dividend Notes in the requisite principal amount, duly issued,
authenticated and delivered in accordance with this Indenture) designated for
and sufficient to pay the installment.

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<PAGE>

          (b) Other than payments in the form of Additional Dividend Notes,
payments (including principal, premium, if any, interest and Liquidated Damages,
if any) in respect of the Notes represented by the Global Notes, the Holder of
which has given wire transfer instructions on or prior to the relevant record
date, shall be made by wire transfer of immediately available funds to the
accounts specified by the Global Note Holder. With respect to Physical Notes,
the Issuers will make all payments of principal, premium, if any, interest and
Liquidated Damages, if any, at the office or agency maintained by the Issuers
referred to in Section 4.02 or, at the option of the Issuers, by mailing a check
to each such Holder's registered address. Additional Dividend Notes shall be
issued and delivered to each Holder at the Issuers' expense.

          Section 4.2. Maintenance of Office or Agency. The Issuers will
maintain an office or agency in the United States where Notes may be presented
or surrendered for payment, where Notes may be surrendered for transfer or
exchange and where notices and demands to or upon the Issuers in respect of the
Notes and this Indenture may be served. The Issuers will give prompt written
notice to the Trustee of the location, and of any change in the location, of
such office or agency. If at any time the Issuers shall fail to maintain such
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee. The Issuers hereby designates the
Corporate Trust Office as an initial Place of Payment and as such office of the
Issuers, and appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands so long as such Corporate Trust
Office remains a Place of Payment.

          Section 4.3. Money for Payments to Be Held in Trust. If either Issuer
shall at any time act as the Paying Agent, the Issuers will, on or before each
due date of the principal of (and premium, if any) or interest and Liquidated
Damages, if any, on, any of the Notes, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest and Liquidated Damages, if any, so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of their action or failure
so to act.

          If neither Issuer is acting as the Paying Agent, the Issuers will,
prior to each due date of the principal of (and premium, if any) or interest and
Liquidated Damages, if any, on, any Notes, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest and Liquidated
Damages, if any, so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such principal, premium or interest and Liquidated
Damages, and (unless such Paying Agent is the Trustee) the Issuers will promptly
notify the Trustee of their action or failure so to act.

          If neither Issuer is acting as the Paying Agent, the Issuers will
cause any Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 4.03, that such Paying Agent will:

          (a) hold all sums held by it for the payment of principal of (and
premium, if any) or interest and Liquidated Damages, if any, on Notes in trust
for the benefit of the

                                       54

<PAGE>

Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

          (b) give the Trustee notice of any default by the Issuers (or any
other obligor upon the Notes) in the making of any such payment of principal
(and premium, if any) or interest and Liquidated Damages, if any;

          (c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent; and

          (d) acknowledge, accept and agree to comply in all respects with the
provisions of this Indenture and TIA relating to the duties, rights and
liabilities of such Paying Agent.

          The Issuers may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by an Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by such Issuer or
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by either Issuer, in trust for the payment of the principal of (and premium, if
any) or interest and Liquidated Damages, if any, on any Note and remaining
unclaimed for two years after such principal (and premium, if any) or interest
and Liquidated Damages, if any, has become due and payable shall be paid in the
appropriate proportion to the Issuers upon an Issuer Request, or (if then held
by an Issuer) shall be discharged from such trust; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuers for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers as trustee
thereof, shall thereupon cease.

          Section 4.4. SEC Reports. (a) Whether or not required by the rules and
regulations of the SEC, so long as any Notes issued hereunder are outstanding,
the Company will furnish to each Trustee and the Holders of Notes (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such Forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report thereon by the Company's certified independent
accountants and (ii) all current reports that would be required to be filed with
the SEC on Form 8-K if the Company were required to file such reports. In
addition, whether or not required by the rules and regulations of the SEC, the
Company will file a copy of all such information and reports with the SEC for
public availability and make such information available to securities analysts
and prospective investors upon request.

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<PAGE>

          (b) For so long as any Notes remain outstanding, the Issuers will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information, if any, required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

          (c) All obligors on the Notes will comply with Section 314(a) of the
TIA.

          (d) Each Issuer shall promptly mail copies of all such annual reports,
information, documents and other reports provided to the Trustee pursuant to
clauses (a) and (c) hereof to the Holders at their addresses appearing in the
Register maintained by the Registrar.

          (e) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuers'
compliance with any of the covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          Section 4.5. Certificates to Trustee. (a) Each Issuer will deliver to
the Trustee within 120 days after the end of each fiscal year of the Company a
certificate from the principal executive, financial or accounting officer of
such Issuer stating that such officer has conducted or supervised a review of
the activities of the Company and its Restricted Subsidiaries and the Company's
and its Restricted Subsidiaries' performance under this Indenture and that,
based upon such review, to the best of such officers' knowledge, the Issuers
have fulfilled all obligations thereunder or, if there has been a default in the
fulfillment of any such obligation (determined without regard to any period of
grace or requirement of notice provided in this Indenture), specifying each such
default and the nature and status thereof.

          (b) Each Issuer will deliver to the Trustee, as soon as possible and
in any event within 30 days after such Issuer becomes aware of an Event of
Default or a Default, an Officers' Certificate setting forth the details of such
Event of Default or Default, and the action which such Issuer proposes to take
or has taken with respect thereto.

          (c) Each Issuer will deliver to the Trustee within 120 days after the
end of each fiscal year of the Company a written statement by such Issuer's
independent public accountants stating (i) that their audit examination has
included a review of the terms of this Indenture and the Notes as they relate to
accounting matters, and (ii) whether, in connection with their audit
examination, any Default has come to their attention and, if such a Default has
come to their attention, specifying the nature and period of the existence
thereof.

          Section 4.6. Limitation on Indebtedness. (a) On and after the Issue
Date, (x) the Company will not, and will not permit any of its Restricted
Subsidiaries to incur any Indebtedness (including Acquired Debt); (y) the
Company will not, and will not permit any of its Restricted Subsidiaries to,
issue any Disqualified Stock (including Acquired Disqualified Stock); and (z)
the Company will not permit any of its Restricted Subsidiaries

                                       56

<PAGE>

that are not Subsidiary Guarantors to issue any shares of Preferred Stock
(including Acquired Preferred Stock); provided, however, that the Company and
the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) and
the Company and the Subsidiary Guarantors may issue shares of Disqualified Stock
(including Acquired Disqualified Stock) if the Fixed Charge Coverage Ratio for
the Company's most recently ended four full fiscal quarters for which financial
statements have been filed with the SEC pursuant to Section 4.04 immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock is issued would have been at least 2.0 to 1, determined on a
pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or Preferred Stock had been issued, as the case may be, at
the beginning of such four-quarter period, with any letters of credit and
bankers' acceptances being deemed to have an aggregate principal amount of
Indebtedness equal to the maximum amount available thereunder.

          The foregoing provisions will not apply to:

                    (i) the incurrence by the Company of Indebtedness pursuant
          to the Credit Facility in an aggregate principal amount at any time
          outstanding not to exceed an amount equal to $800 million less the
          aggregate principal amount of all mandatory repayments (other than
          mandatory prepayments triggered solely by the issuance of Indebtedness
          or Preferred Stock of a Finance Subsidiary to refinance the Credit
          Facility) applied after August 24, 2001 to (a) repay loans (other than
          revolving credit loans) outstanding thereunder or (b) permanently
          reduce the revolving credit commitments thereunder (and the incurrence
          by its Subsidiaries of Guarantees thereof); provided that, if the
          aggregate principal amount of Indebtedness pursuant to the Credit
          Facility permitted to be incurred hereby is reduced as a result of any
          mandatory repayment made in connection with the Company's entry into a
          Receivables Facility, then such aggregate principal amount permitted
          to be incurred shall be increased by the amount of such previous
          reduction if and when such Receivables Facility is terminated;

                    (ii) the incurrence by the Company and the Subsidiary
          Guarantors of Indebtedness represented by the Notes (including any
          Additional Dividend Notes but not any Additional Notes), and
          Subsidiary Guarantees thereof;

                    (iii) the incurrence by the Company and its Restricted
          Subsidiaries of Existing Indebtedness (other than Indebtedness of the
          type described in clauses (i), (ii), (v) through (xii) or (xiv) of
          this covenant);

                    (iv) the incurrence by the Company or any of its Restricted
          Subsidiaries of any Permitted Refinancing in exchange for, or the Net
          Proceeds of which are used to extend, refinance, renew, replace,
          defease or refund, Indebtedness that was permitted to be incurred
          under the Fixed Charge Coverage Ratio test set forth above or clauses
          (ii) or (iii) above or (xiii) below or this clause (iv);

                    (v) the incurrence by the Company or any of its Restricted
          Subsidiaries of intercompany Indebtedness between or among the Company
          and any of its

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<PAGE>

          Restricted Subsidiaries; provided, however, that (1) if the Company or
          any Subsidiary Guarantor is the obligor on such Indebtedness, such
          Indebtedness is expressly subordinated by its terms to the prior
          payment in full in cash of all Obligations with respect to the Notes
          or the Subsidiary Guarantee, as the case may be, and (2)(A) any
          subsequent issuance or transfer of Equity Interests that results in
          any such Indebtedness being held by a Person other than the Company or
          a Restricted Subsidiary and (B) any sale or other transfer of any such
          Indebtedness to a Person that is not either the Company or a
          Restricted Subsidiary shall be deemed, in each case, to constitute an
          incurrence of such Indebtedness by the Company or such Restricted
          Subsidiary, as the case may be;

                    (vi) the incurrence by the Company or any Restricted
          Subsidiary of Hedging Obligations that are incurred for the purpose of
          (A) fixing or hedging interest rate or currency risk with respect to
          any fixed or floating rate Indebtedness that is permitted by the
          Indenture to be outstanding or any receivable or liability the payment
          of which is determined by reference to a foreign currency; provided
          that the notional principal amount of any such Hedging Obligation does
          not exceed the principal amount of the Indebtedness or any receivable
          or liability to which such Hedging Obligation relates or (B) managing
          fluctuations in the price or cost of raw materials, manufactured
          products or related commodities; provided that such obligations are
          entered into in the ordinary course of business to hedge or mitigate
          risks to which the Company or any Restricted Subsidiary is exposed in
          the conduct of its business or the management of its liabilities (as
          determined by the Company's or such Restricted Subsidiary's principal
          financial officer in the exercise of his or her good faith business
          judgment);

                    (vii) the issuance by any of the Company's Restricted
          Subsidiaries of shares of Preferred Stock to the Company or a Wholly
          Owned Restricted Subsidiary; provided that (A) any subsequent issuance
          or transfer of Equity Interests that results in such Preferred Stock
          being held by a Person other than the Company or a Wholly Owned
          Restricted Subsidiary or (B) the transfer or other disposition by the
          Company or a Wholly Owned Restricted Subsidiary of any such shares to
          a Person other than the Company or a Wholly Owned Restricted
          Subsidiary shall be deemed, in each case, to constitute an issuance of
          such Preferred Stock by such Subsidiary on such date that is not
          permitted by this clause (vii);

                    (viii) the incurrence by the Company or any of its
          Restricted Subsidiaries of Indebtedness represented by tender, bid,
          performance, government contract, surety or appeal bonds, standby
          letters of credit and warranty and contractual service obligations of
          like nature, trade letters of credit or documentary letters of credit,
          in each case to the extent incurred in the ordinary course of business
          of the Company or such Restricted Subsidiary;

                    (ix) the incurrence by any Restricted Subsidiary of the
          Company of Indebtedness or the issuance by any Restricted Subsidiary
          of Preferred Stock, the aggregate principal amount (or accreted value,
          as applicable) or liquidation preference of which, together with all
          other Indebtedness and Preferred Stock of

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<PAGE>

          the Company's Restricted Subsidiaries at the time outstanding and
          incurred or issued in reliance upon this clause (ix), does not exceed
          $25 million;

                    (x) the issuance by any Finance Subsidiary of Preferred
          Stock with an aggregate liquidation preference not exceeding the
          amount of Indebtedness of the Company held by such Finance Subsidiary;
          provided that the Fixed Charge Coverage Ratio for the Company's most
          recently ended four full fiscal quarters for which financial
          statements have been filed with the SEC pursuant to Section 4.04
          immediately preceding the date on which such Preferred Stock is issued
          would have been at least 2.0 to 1, determined on a pro forma basis
          (including a pro forma application of the net proceeds therefrom) as
          if such Preferred Stock had been issued at the beginning of such
          four-quarter period;

                    (xi) the incurrence of Indebtedness by Foreign Subsidiaries
          in the aggregate principal amount (or accreted value, as applicable)
          of which, together with all other Indebtedness at the time outstanding
          and incurred in reliance upon this clause (xi), does not exceed $10
          million;

                    (xii) the Guarantee by the Company or any Restricted
          Subsidiary of Indebtedness of the Company or a Restricted Subsidiary
          that was permitted to be incurred by another provision of this
          covenant;

                    (xiii) Acquired Debt or Acquired Disqualified Stock;
          provided that such Indebtedness or Disqualified Stock was not incurred
          in connection with or in contemplation of such Person becoming a
          Restricted Subsidiary; and provided further that immediately after
          giving effect to such incurrence, the Fixed Charge Coverage Ratio for
          the Company's most recently ended four full fiscal quarters for which
          financial statements have been filed with the SEC pursuant to Section
          4.04 immediately preceding the date of such incurrence would have been
          at least 2.0 to 1, determined on a pro forma basis (including giving
          pro forma effect to the applicable transaction related thereto);

                    (xiv) the incurrence by Equistar Funding of Indebtedness as
          a co-issuer of Indebtedness of the Company that was permitted to be
          incurred by another provision of this covenant;

                    (xv) the incurrence of Indebtedness represented by
          industrial revenue bonds to finance capital expenditures incurred to
          reduce NOx emissions in the Houston/Galveston region pursuant to a
          Texas Natural Resource Conservation Commission plan; and

                    (xvi) the incurrence by the Company or any Subsidiary
          Guarantor of Indebtedness or the incurrence of Disqualified Stock, the
          aggregate principal amount (or accreted value, as applicable) or
          liquidation preference of which, together with all other Indebtedness
          and Disqualified Stock at the time outstanding and incurred in
          reliance on this clause (xvi), does not exceed $100 million.

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<PAGE>

          (b) For purposes of determining compliance with this covenant, in the
event that an item of Indebtedness or Preferred Stock meets the criteria of more
than one of the categories of permitted Indebtedness described in clauses (i)
through (xvi) above or is entitled to be incurred pursuant to the first
paragraph of this covenant, the Company shall, in its sole discretion, classify
such item of Indebtedness or Preferred Stock in any matter that complies with
this covenant and such Indebtedness or Preferred Stock will be treated as having
been incurred pursuant to the clauses or the first paragraph hereof, as the case
may be, designated by the Company. The amount of Indebtedness issued at a price
which is less than the principal amount thereof shall be equal to the amount of
the liability in respect thereof determined in accordance with GAAP.

          (c) The amount of Indebtedness outstanding under the Credit Facility
for purposes of clause (i) of the second paragraph of Section 4.06(a) shall
exclude any amounts paid as interest-in-kind in connection with a Permitted
Dividend.

          Section 4.7. Limitation on Restricted Payments. The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly:

          (1)  declare or pay any dividend or make any distribution on account
               of the Company's or any of its Restricted Subsidiaries' Equity
               Interests, other than:

                    (x) dividends or distributions payable in Qualified Equity
          Interests of the Company,

                    (y) dividends or distributions payable to the Company or any
          Restricted Subsidiary of the Company, and

                    (z) Permitted Dividends;

          (2)  purchase, redeem or otherwise acquire or retire for value any
               Equity Interests of the Company or any Affiliate of the Company
               that controls the Company, other than any such Equity Interests
               owned by the Company or any of its Restricted Subsidiaries;

          (3)  make any principal payment on, or purchase, redeem, defease or
               otherwise acquire or retire for value any Indebtedness
               ("Subordinated Debt") of the Company or any Restricted Subsidiary
               that is subordinated by its terms to the Notes or the Subsidiary
               Guarantees, as applicable, other than Indebtedness owed to the
               Company or any Restricted Subsidiary or to Lyondell, except, in
               each case, payment of interest or principal at Stated Maturity;
               or

          (4)  make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment (the amount of any such
Restricted Payment, if other than cash, shall be the fair market value (as
conclusively evidenced by a resolution of the

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Partnership Governance Committee) of the asset(s) proposed to be transferred by
the Company or such Restricted Subsidiary, as the case may be, pursuant to such
Restricted Payment):

                    (a) no Default or Event of Default shall have occurred and
          be continuing after giving effect thereto; and

                    (b) the Company would, at the time of such Restricted
          Payment and after giving pro forma effect thereto as if such
          Restricted Payment had been made at the beginning of the most recently
          ended four full fiscal quarters for which financial statements have
          been filed with the SEC pursuant to Section 4.04 immediately preceding
          the date of such Restricted Payment, have been permitted to incur at
          least $1.00 of additional Indebtedness pursuant to the Fixed Charge
          Coverage Ratio test set forth in the first paragraph of Section
          4.06(a) and

                    (c) such Restricted Payment, together with the aggregate of
          all other Restricted Payments and Permitted Dividends made by the
          Company and its Restricted Subsidiaries on or after August 24, 2001
          (excluding Restricted Payments permitted by clauses (b) (to the extent
          paid to the Company or any of its Restricted Subsidiaries or to the
          extent such distributions are deducted as a minority interest in
          calculating Consolidated Net Income), (c), (d), (e), (g) and (h) of
          the next succeeding paragraph) and 50% of any Restricted Payments
          permitted by clause (f) of the next succeeding paragraph, is less than
          the sum, without duplication, of:

                         (i) 50% of the Consolidated Net Income of the Company
               for the period (taken as one accounting period) from the
               beginning of the first fiscal quarter commencing on October 1,
               2001, to the end of the Company's most recently ended fiscal
               quarter for which financial statements have been filed with the
               SEC pursuant to Section 4.04 at the time of such Restricted
               Payment (or, if such Consolidated Net Income for such period is a
               deficit, less 100% of such deficit), plus

                         (ii) 100% of the aggregate net cash proceeds received
               by the Company or any of its Restricted Subsidiaries from the
               issue or sale (other than to a Subsidiary or Joint Venture of the
               Company or if the proceeds are used to make a Permitted
               Investment of the type described in clause (e) of the definition
               thereof) after August 24, 2001 of Qualified Equity Interests of
               the Company or of debt securities of the Company or any of its
               Restricted Subsidiaries that have been converted into or
               exchanged for such Qualified Equity Interests of the Company,
               plus

                         (iii) to the extent that any Restricted Investment,
               other than a Restricted Investment permitted to be made pursuant
               to clause (f) or (i) below, that was made after August 24, 2001
               is sold for cash or otherwise liquidated, repaid or otherwise
               reduced, including by way of dividend or distribution (to the
               extent not included in calculating Consolidated Net Income), for
               cash, the lesser of (A) the cash return with respect to such
               Restricted Investment (less

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               the cost of disposition, if any) and (B) the initial amount of
               such Restricted Investment, plus

                         (iv) an amount equal to the sum of (A) the net
               reduction in Investments in Unrestricted Subsidiaries resulting
               from dividends, repayments of loans or other transfers of assets
               (to the extent not included in calculating Consolidated Net
               Income), in each case to the Company or any Restricted Subsidiary
               from Unrestricted Subsidiaries and (B) the portion (proportionate
               to the Company's equity interest in such Subsidiary) of the fair
               market value of the net assets of an Unrestricted Subsidiary at
               the time such Unrestricted Subsidiary is designated a Restricted
               Subsidiary; provided, however, that the foregoing sum shall not
               exceed, in the case of any Unrestricted Subsidiary, the amount of
               Restricted Investments, other than a Restricted Investment
               permitted to be made pursuant to clause (f) or (i) below,
               previously made after August 24, 2001 by the Company or any
               Restricted Subsidiary in such Unrestricted Subsidiary.

     The foregoing provisions will not prohibit the following Restricted
Payments set forth below:

                    (a) the payment of any dividend within 60 days after the
          date of declaration thereof, if at said date of declaration such
          payment would have complied with the provisions of the Indenture;

                    (b) dividends or distributions by any Restricted Subsidiary
          of the Company payable (x) to all holders of a class of Capital Stock
          of such Restricted Subsidiary on a pro rata basis or on a basis that
          is more favorable to the Company; provided that at least 50% of such
          class of Capital Stock is held by the Company and/or one or more of
          its Restricted Subsidiaries or (y) to all holders of a class of
          Preferred Stock of a Restricted Subsidiary that is not a Subsidiary
          Guarantor issued after August 24, 2001 in compliance with Section
          4.06;

                    (c) the payment of cash dividends on any series of
          Disqualified Stock issued after August 24, 2001 in an aggregate amount
          not to exceed the cash received by the Company since August 24, 2001
          upon issuance of such Disqualified Stock;

                    (d) the redemption, repurchase, retirement or other
          acquisition of any Equity Interests of the Company, any Affiliate of
          the Company, or any Joint Venture (or the acquisition of any
          outstanding Equity Interests of any Person the majority of whose
          assets are Equity Interests in the Company or a Joint Venture), in
          exchange for, or out of the net cash proceeds of the substantially
          concurrent sale (other than to a Subsidiary or Joint Venture of the
          Company) of, Qualified Equity Interests of the Company; provided that
          the amount of any such net cash proceeds that are utilized for any
          such redemption, repurchase, retirement or other acquisition shall be
          excluded from clause (c)(ii) of the preceding paragraph;

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<PAGE>

                    (e) the defeasance, redemption or repurchase of Subordinated
          Debt with the net cash proceeds from an incurrence of Permitted
          Refinancing or in exchange for or out of the net cash proceeds from
          the substantially concurrent sale (other than to a Subsidiary or Joint
          Venture of the Company) of Qualified Equity Interests of the Company;
          provided that the amount of any such net cash proceeds that are
          utilized for any such redemption, repurchase, retirement or other
          acquisition shall be excluded from clause (c)(ii) of the preceding
          paragraph;

                    (f) Restricted Investments in any Joint Venture made during
          any fiscal year of the Company or within 45 days after the end of such
          fiscal year in amounts that, together with all other Restricted
          Investments made in such Joint Venture in respect of such fiscal year
          in reliance on this clause (f) during such fiscal year or within 45
          days after the end of such fiscal year, do not exceed the amount of
          dividends or distributions previously paid in respect of such fiscal
          year to the Company or any Restricted Subsidiary by such Joint
          Venture; provided that no Default or Event of Default shall have
          occurred and be continuing after giving effect to such Restricted
          Payment;

                    (g) distributions or payments of Receivables Fees;

                    (h) distributions by any Restricted Subsidiary or Joint
          Venture of chemicals to a holder of Capital Stock of such Restricted
          Subsidiary or Joint Venture if such distributions are made pursuant to
          a provision in a joint venture agreement or other arrangement entered
          into a connection with the establishment of such Joint Venture or
          Restricted Subsidiary that requires such holder to pay a price for
          such chemicals equal to that which would be paid in a comparable
          transaction negotiated on an arms-length basis (or pursuant to a
          provision that imposes a substantially equivalent requirement);

                    (i) any other Restricted Payment which, together with all
          other Restricted Payments made pursuant to this clause (i) on or after
          August 24, 2001, does not exceed $25 million (after giving effect to
          any reductions in the aggregate amount of such Investments made
          pursuant to this clause (i) as a result of the disposition thereof,
          including through liquidation, repayment or other reduction, including
          by way of dividend or distribution, for cash, as set forth in clause
          (c)(iii) above, the aggregate amount of such reductions not to exceed
          the aggregate amount of such Investments outstanding and previously
          made pursuant to this clause (i)), provided that no Default or Event
          of Default shall have occurred and be continuing after giving effect
          to such Restricted Payment; and

                    (j) the repurchase of any Subordinated Debt at a purchase
          price not greater than 101% of the principal amount thereof in the
          event of (x) a change of control pursuant to a provision no more
          favorable to the holders thereof than Section 4.13 or (y) an Asset
          Sale (pursuant to a provision no more favorable to the holders thereof
          than Section 4.10); provided that, (1) in each case, prior to such
          repurchase the Company has made a Change of Control Offer or Asset
          Sale Offer, as applicable, and repurchased all Notes that were validly
          tendered for payment in connection with such Change of Control Offer
          or Asset Sale Offer and (2) no

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<PAGE>

          Default or Event of Default shall have occurred and be continuing
          after giving effect to such Restricted Payment.

          The Partnership Governance Committee of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would
not cause a Default. For purposes of making such determination, all outstanding
Investments by the Company and its Restricted Subsidiaries in the Subsidiary so
designated will be deemed to be Restricted Payments at the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of this covenant (except to the extent such Investments were
repaid in cash). All such outstanding Investments will be deemed to constitute
Investments in an amount equal to the fair market value of such Investments at
the time of such designation, as conclusively determined by the Partnership
Governance Committee. Such designation will only be permitted if any such
Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. In the
case of any designation by the Company of a Person as an Unrestricted Subsidiary
on the first day that such Person is a Subsidiary of the Company in accordance
with the provisions of the Indenture, such designation shall be deemed to have
occurred for all purposes of the Indenture simultaneously with, and
automatically upon, such Person becoming a Subsidiary.

          For the purposes of this Section 4.07, any payment made on or after
August 24, 2001 but prior to the Issue Date, shall be deemed to be a "Restricted
Payment" to the extent such payment would have been a Restricted Payment had the
Indenture been in effect at the time of such payment (and, to the extent that
any such Restricted Payment was permitted by clauses 4.07(a) through (j) above,
such Restricted Payment may be deemed by the Company to have been made pursuant
to such clause.

          Section 4.8. Additional Interest upon Payment of Permitted Dividends.
(a) The Company shall provide public notice of its intent to pay a Permitted
Dividend which would require the issuance of Additional Dividend Notes by means
of a press release on a date that is not more than twenty-one days or less than
fourteen days prior to the date of any scheduled payment of any such Permitted
Dividend (a "Notice Date"). Such notice shall provide the date of the Permitted
Dividend and the amount of additional interest that will be paid on such date
pursuant to clause (b) below.

          (b) If the Company makes a Permitted Dividend and the Company's Fixed
Charge Coverage Ratio calculated (on a pro forma basis as described in the
following sentence) on the Dividend Payment Date would have been less than 1.75
to 1, then the Issuers shall, on the date when the Company makes such Permitted
Dividend (the "Dividend Payment Date"), pay each Holder of record on the Notice
Date immediately prior to the date of such payment, as additional interest, an
amount equal to the Additional Interest Amount. For this purpose, the
calculation shall give pro forma effect to any Indebtedness, Disqualified Stock
or Preferred Stock incurred or contemplated to be incurred or any asset sold or
contemplated to be sold, in each case to finance such Permitted Dividend as if
such incurrence or sale had been made at the beginning of the most recently
ended four full fiscal quarters for which financial statements have been filed
with the SEC pursuant to Section 4.04 immediately preceding the Dividend Payment
Date.

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<PAGE>

          (c) Notwithstanding the foregoing, the Issuers shall not be required
to make any additional interest payment with respect to a Permitted Dividend
made on any Dividend Payment Date (the "current date") if the Company has made
an additional interest payment with respect to another Permitted Dividend on a
Dividend Payment Date that occurred within 90 days prior to the current date.

          (d) Any such interest payable pursuant to this Section shall be paid
by the Issuers in the form of additional Notes ("Additional Dividend Notes")
that are identical in all respects to the Notes with respect to which such
Additional Dividend Notes are issued. Interest on such Additional Dividend Notes
shall accrue from the most recent interest payment date prior to the Dividend
Payment Date or, if no interest has been paid on the Notes, from the Issue Date.
The Additional Dividend Notes shall be issued in an aggregate principal amount
that, together with accrued interest thereon through the Dividend Payment Date,
as determined pursuant to the foregoing sentence, will be equal to the
Additional Interest Amount required to be paid on the applicable Dividend
Payment Date as set out in clause (b) above; provided that the Issuers shall, to
the extent necessary, round up the principal amount of any Additional Dividend
Note so that the principal amount of each such Note is $1,000 or a higher $1,000
increment thereof.

          Section 4.9. Limitation on Dividend and other Payment Restrictions
affecting Restricted Subsidiaries. The Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any restriction on the ability of
any Restricted Subsidiary to:

          (i) (a) pay dividends or make any other distributions to the Company
or any of its Restricted Subsidiaries:

                    (1) on its Capital Stock, or

                    (2) with respect to any other interest or participation in,
          or measured by, its profits, or

               (b) pay any Indebtedness owed to the Company or any of its
     Restricted Subsidiaries;

          (ii) make loans or advances to the Company or any of its Restricted
Subsidiaries; or

          (iii) transfer any of its properties or assets to the Company or any
of its Restricted Subsidiaries;

except for such restrictions existing under or by reason of:

               (a) existing agreements as in effect on the Issue Date;

               (b) Indebtedness permitted by the Indenture to be incurred
     containing restrictions on the ability of Restricted Subsidiaries to
     consummate transactions of the

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<PAGE>

     types described in clauses (i), (ii) or (iii) above not materially more
     restrictive than those contained in the Indenture;

               (c) the Indenture;

               (d) applicable law;

               (e) existing restrictions with respect to a Person acquired by
     the Company or any of its Restricted Subsidiaries (except to the extent
     such restrictions were put in place in connection with or in contemplation
     of such acquisition), which restrictions are not applicable to any Person,
     or the properties or assets of any Person, other than the Person, or the
     property or assets of the Person, so acquired;

               (f) customary non-assignment provisions in leases and other
     agreements entered into in the ordinary course of business;

               (g) construction loans and purchase money obligations (including
     Capital Lease Obligations) for property acquired in the ordinary course of
     business that impose restrictions of the nature described in clause (iii)
     above on the property so constructed or acquired;

               (h) in the case of clause (iii) above, restrictions contained in
     security agreements or mortgages securing Indebtedness of a Restricted
     Subsidiary to the extent such restrictions restrict the transfer of the
     property subject to such security agreements or mortgages;

               (i) a Permitted Refinancing, provided that the restrictions
     contained in the agreements governing such Permitted Refinancing are not
     materially more restrictive, taken as a whole, than those contained in the
     agreements governing the Indebtedness being refinanced (as conclusively
     evidenced by a resolution of the Partnership Governance Committee);

               (j) customary restrictions on a Finance Subsidiary imposed in
     such Finance Subsidiary's organizational documents or by the terms of its
     Preferred Stock;

               (k) any restriction with respect to shares of Capital Stock of a
     Restricted Subsidiary imposed pursuant to an agreement entered into for the
     sale or disposition of such shares of Capital Stock or any restriction with
     respect to the assets of a Restricted Subsidiary imposed pursuant to an
     agreement entered into for the sale or disposition of such assets or all or
     substantially all the Capital Stock of such Restricted Subsidiary pending
     the closing of such sale or disposition;

               (l) in the case of any Restricted Subsidiary that is a Joint
     Venture, customary restrictions on such Restricted Subsidiary contained in
     its joint venture agreement, which restrictions are consistent with the
     past practice of the Company and its Restricted Subsidiaries (as
     conclusively evidenced by a resolution of the Partnership Governance
     Committee); and

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<PAGE>

               (m) the Credit Facility and related documentation as the same is
     in effect on the Issue Date and as amended, modified, extended, renewed,
     refunded, refinanced, restated or replaced from time to time; provided that
     the Credit Facility and related documentation as so amended, modified,
     extended, reviewed, refunded, refinanced, restated or replaced is not
     materially more restrictive, taken as a whole, as to the matters enumerated
     above than the Credit Facility and related documentation as in effect on
     the Issue Date (as conclusively evidenced by a resolution of the
     Partnership Governance Committee).

          For purposes of determining compliance with this covenant, in the
event that a restriction meets the criteria of more than one of the categories
of permitted restrictions described in clauses (a) through (m) above, the
Company shall, in its sole discretion, classify such restriction in any matter
that complies with this covenant and such restriction will be treated as
existing pursuant to the clauses designated by the Company.

          Section 4.10. Limitation on Sales of Assets. The Company will not, and
will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless (i) the Company and/or the Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the fair
market value (as conclusively evidenced by a resolution of the Partnership
Governance Committee of the Company set forth in an Officers' Certificate
delivered to the Trustee) of the assets or Equity Interests issued or sold or
otherwise disposed of; and (ii) at least 75% of the consideration therefor
received by the Company and/or such Restricted Subsidiary is in the form of cash
or Cash Equivalents, or a controlling interest or a joint venture interest (to
the extent otherwise permitted by the Indenture) in a business engaged in a
Permitted Business or long-term property or assets that are used or useful in a
Permitted Business; provided that the amount of (x) any liabilities (as shown on
the Company's or such Restricted Subsidiary's most recent balance sheet) of the
Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any guarantee
thereof) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Company or such Restricted
Subsidiary from further liability and (y) any securities, notes or other
obligations received by the Company or any such Restricted Subsidiary from such
transferee to the extent they are promptly converted or monetized by the Company
or such Restricted Subsidiary into cash (to the extent of the cash received),
shall be deemed to be cash for purposes of this provision.

          Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently
repay Indebtedness outstanding on the Issue Date (other than any Indebtedness
subordinated by its terms to the Notes) with a Stated Maturity prior to the
maturity of the Notes (and to correspondingly reduce commitments with respect
thereto in the case of revolving borrowings) of the Company or any Restricted
Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to
correspondingly reduce commitments with respect thereto in the case of revolving
borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or
(b) to the acquisition of Additional Assets (to the extent otherwise permitted
by the Indenture) or the making of a capital expenditure, in each case, in a
Permitted Business (or enter into a binding commitment for any such acquisition
or expenditure); provided that such binding commitment shall be treated as a
permitted application of Net

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<PAGE>

Proceeds from the date of such commitment until and only until the earlier of
(x) the date on which such expenditure or acquisition is consummated and (y) the
180th day following the expiration of the aforementioned 360 day period. If the
acquisition or expenditure contemplated by such binding commitment is not
consummated on or before such 180th day and the Company shall not have applied
such Net Proceeds pursuant to clause (a) above on or before such 180th day, such
commitment shall be deemed not to have been a permitted application of Net
Proceeds at any time.

          Pending the final application of any such Net Proceeds, the Company
may temporarily reduce the revolving Indebtedness under the Credit Facility or
otherwise invest such Net Proceeds in any manner that is not prohibited by the
Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this paragraph will be deemed to constitute
"Excess Proceeds." When the aggregate amount of Excess Proceeds under the
Indenture exceeds $25 million, the Issuers will be required to make an offer to
all holders of Notes issued under the Indenture (an "Asset Sale Offer") to
purchase the maximum principal amount of Notes and, if the Issuers are required
to do so under the terms of any other Indebtedness ranking pari passu with such
Notes, such other Indebtedness on a pro rata basis with the Notes, that may be
purchased out of the Excess Proceeds, at a purchase price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Liquidated Damages, if any, thereon, to the date of purchase in accordance
with the procedures set out in the Indenture. To the extent that the aggregate
amount of Notes (and any other pari passu Indebtedness subject to such Asset
Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess
Proceeds, the Issuers may, subject to the other terms of the Indenture, use any
remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount of Notes surrendered by holders thereof in connection with any
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Upon completion of the offer to
purchase made under the Indenture, the amount of Excess Proceeds under the
Indenture shall be reset at zero.

          Section 4.11. Limitation on Affiliate Transactions. The Company will
not, and will not permit any of its Restricted Subsidiaries to, sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make any contract, agreement,
understanding, loan, advance or Guarantee with, or for the benefit of, any
Affiliate, any Partner or any Affiliate of any Partner (each of the foregoing,
an "Affiliate Transaction"), unless (1) the terms of such Affiliate Transaction
are no less favorable to the Company or such Restricted Subsidiary, as the case
may be, than those that could be obtained in a comparable arm's-length
transaction with a Person that is not an Affiliate of the Company and (2) the
Company delivers to the Trustee (a) with respect to any Affiliate Transaction
involving aggregate consideration in excess of $10 million, a resolution of the
Partnership Governance Committee set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (1) above and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Partnership Governance Committee and (b) with
respect to any Affiliate Transaction involving aggregate consideration in excess
of $25 million, an opinion as to the fairness to the Company or such Restricted
Subsidiary of such Affiliate

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<PAGE>

Transaction from a financial point of view issued by an investment banking firm
of national standing; provided that:

                    (i) transactions or payments pursuant to any employment
          arrangements or employee, officer or director benefit plans or
          arrangements entered into by the Company or any of its Restricted
          Subsidiaries in the ordinary course of business;

                    (ii) transactions between or among the Company and/or its
          Restricted Subsidiaries;

                    (iii) customary loans, advances, fees and compensation paid
          to, and indemnity provided on behalf of, officers, directors,
          employees or consultants of the Company or any of its Restricted
          Subsidiaries;

                    (iv) transactions in the ordinary course of business between
          the Company or any of its Restricted Subsidiaries and any Partner or
          Affiliate of any Partner, provided that, with respect to any such
          Affiliate Transaction involving aggregate consideration in excess of
          $25 million, such Affiliate Transaction complies with clause (1) above
          and has been approved by the Partnership Governance Committee,
          including a majority of the disinterested members (if any);

                    (v) sales (including a sale in exchange for a promissory
          Note of or equity interest in such Accounts Receivable Subsidiary) of
          accounts receivable, related assets and the provision of billing,
          collection and other services in connection therewith, in each case,
          to an Accounts Receivable Subsidiary in connection with any
          Receivables Facility;

                    (vi) transactions pursuant to any contract or agreement in
          effect on the Issue Date, as the same may be amended, modified or
          replaced from time to time, so long as any such contract or agreement
          as so amended, modified or replaced is, taken as a whole, no less
          favorable to the Company and its Restricted Subsidiaries in any
          material respect than the contract or agreement as in effect on the
          Issue Date (as conclusively evidenced by a resolution of the
          Partnership Governance Committee);

                    (vii) any transaction or series of transactions between the
          Company or any Restricted Subsidiary and any of their Joint Ventures,
          provided that (A) such transaction or series of transactions is in the
          ordinary course of business between the Company or such Restricted
          Subsidiary and such Joint Venture, and (B) with respect to any such
          Affiliate Transaction involving aggregate consideration in excess of
          $25 million, such Affiliate Transaction complies with clause (1) above
          and such Affiliate Transaction has been approved by the Partnership
          Governance Committee, including a majority of the disinterested
          members (if any); and

                    (viii) any Restricted Payment of the type described in
          clause (1) or (2) of the first paragraph of Section 4.07 and any
          Permitted Dividend;

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in each case, shall not be deemed to be Affiliate Transactions and therefore
(except as otherwise specified in such clauses) not subject to the requirements
of clauses (1) and (2) of the initial paragraph above.

          Section 4.12. Limitation on Liens. The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, assume or suffer to exist any Lien, except Permitted Liens, on any asset
now owned or hereafter acquired, or any income or profits therefrom, unless all
payments due under the Indenture and the Notes are secured on an equal and
ratable basis with the obligations so secured (or, if such obligations are
subordinated by their terms to the Notes or the Subsidiary Guarantees, prior to
the obligations so secured) until such time as such obligations are no longer
secured by a Lien.

          Section 4.13. Repurchase of Notes upon a Change in Control. (a) Upon
the occurrence of a Change of Control, each Holder will have the right to
require the Issuers to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder's Notes pursuant to the offer
described below (the "Change of Control Offer") at an offer price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the date of purchase (the
"Change of Control Payment") on a date that is not more than 90 days after the
occurrence of such Change of Control (the "Change of Control Payment Date").
Within 30 days following any Change of Control, the Issuers will mail, or at the
Issuers' request the Trustee will mail, a notice to each Holder offering to
repurchase the Notes held by such Holder pursuant to the procedures specified in
such notice.

          (b) The Issuers will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.

          (c) On the Change of Control Payment Date, the Issuers will, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered and not withdrawn pursuant to the Change of Control Offer, (2) deposit
with the applicable Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions thereof so tendered, and (3) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Issuers.

          The Paying Agent will promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; provided that each such Note will be in a principal
amount of $1,000 or an integral multiple thereof.

          (d) The Issuers will not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer at
the same or a higher purchase price, at the same times and otherwise in
substantial compliance with the requirements applicable to a Change of Control
Offer otherwise required to be made by

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<PAGE>

the Issuers and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.

          Section 4.14. Limitation on Sale and Leaseback Transactions. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
enter into any Sale and Lease-Back Transaction; provided that the Company or any
Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if:

          (a) the Company or such Restricted Subsidiary, as the case may be,
could have:

                    (i) incurred Indebtedness in an amount equal to the
          Attributable Debt relating to such Sale and Lease-Back Transaction
          pursuant to Section 4.06 (whether or not such covenant has ceased to
          be otherwise in effect pursuant to Section 4.18), and

                    (ii) incurred a Lien to secure such Indebtedness pursuant to
          Section 4.12 without securing the Notes; and

          (b) the gross cash proceeds of such Sale and Lease-Back Transaction
are at least equal to the fair market value (as conclusively determined by the
Partnership Governance Committee) of the property that is the subject of such
Sale and Lease-Back Transaction.

          Section 4.15. Limitation on Line of Business. The Company will not,
and will not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent as would not be
material to the Company and its Subsidiaries taken as a whole.

          Section 4.16. Limitation on Accounts Receivable Facilities. The
Company may, and any of its Restricted Subsidiaries may, sell (including a sale
in exchange for a promissory note of or Equity Interest in such Accounts
Receivable Subsidiary) at any time and from time to time, accounts receivable
and related assets to any Accounts Receivable Subsidiary; provided that the
aggregate consideration received in each such sale is at least equal to the
aggregate fair market value of the receivables sold.

          Section 4.17. Limitation on Business Activities by Equistar Funding.
Equistar Funding may not hold any assets, become liable for any obligations or
engage in any business activities; provided that it may be a co-obligor with
respect to the Notes or any other Indebtedness issued by the Company, and may
engage in any activities directly related thereto or necessary in connection
therewith. Equistar Funding shall be a Wholly Owned Restricted Subsidiary of the
Company at all times.

          Section 4.18. Limited Applicability of Covenants when Notes are rated
Investment-Grade. Notwithstanding the foregoing, the Company's and its
Restricted Subsidiaries' obligations to comply with the provisions of Sections
4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.15, 4.16 and 4.22 will terminate and cease
to have any further effect from and after the first date when the Notes are
rated Investment Grade.

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          Section 4.19. Existence. Subject to Articles 4 and 5 of this
Indenture, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of each such Subsidiary and the rights (whether
pursuant to charter, partnership certificate, agreement, statute or otherwise),
material licenses and franchises of the Company and each such Subsidiary;
provided that the Company shall not be required by this Section 4.19 to preserve
any such right, license or franchise, or the existence of any Restricted
Subsidiary (other than Equistar Funding), if the Company shall determine that
the maintenance or preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole.

          Section 4.20. Payment of Taxes and Other Claims. The Company will pay
or discharge and shall cause each of its Restricted Subsidiaries to pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent (a) all material taxes, assessments and governmental charges levied
or imposed upon (i) the Company or any such Subsidiary, (ii) the income or
profits of any such Subsidiary which is a corporation or (iii) the property of
the Company or any such Subsidiary and (b) all material lawful claims for labor
materials and supplies that, if unpaid, might by law become a lien upon the
property of the Company or any such Subsidiary; provided that the Company shall
not be required to pay or discharge, or cause to be paid or discharged, any such
tax, assessment, charge or claim the amount, applicability or validity of which
is being contested in good faith by appropriate proceedings and for which
adequate reserves have been established in accordance with GAAP.

          Section 4.21. Maintenance of Properties and Insurance. The Company
will cause all material assets necessary in the conduct of its business or the
business of any of its Restricted Subsidiaries, to be maintained and kept in
good condition, repair and working order (ordinary wear and tear excepted) and
will cause to be made all necessary repairs, renewals and replacements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly conducted at all times;
provided that nothing in this Section 4.21 shall prevent the Company or any such
Subsidiary from discontinuing the use, operation or maintenance of any of such
assets or disposing or abandoning of any of them, if such discontinuance,
disposal or abandonment is, in the judgment of the Company, desirable in the
conduct of the business of the Company or such Subsidiary.

          The Company will maintain, and will cause each of its Restricted
Subsidiaries to maintain (either in the Company's name or in such Subsidiary's
own name) insurance on all their respective properties consistent with the
insurance maintained on the Issue Date or otherwise in at least such amounts
(with no materially greater risk retention) and against at least such risks as
are usually maintained, retained or insured against in the same general area by
companies of established repute owning similar properties in such area and
engaged in the same or a similar business, in either case, to the extent
available to the Company and its Restricted Subsidiaries on commercially
reasonable terms.

          Section 4.22. Limitation on Issuance of Guarantees by Restricted
Subsidiaries . (a) The Company will not permit any Restricted Subsidiary that is
not a Subsidiary

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Guarantor, directly or indirectly, to Guarantee or secure the payment of any
other Indebtedness ("Guaranteed Indebtedness") of the Company or any of its
Restricted Subsidiaries (except Indebtedness of such Restricted Subsidiary or a
Restricted Subsidiary of such Restricted Subsidiary) unless (i) such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture in the
form of Exhibit B hereto providing for the Guarantee of the payment of the Notes
by such Restricted Subsidiary and shall deliver an Opinion of Counsel to the
Trustee pursuant to paragraph (b) below; provided that this paragraph shall not
be applicable to (x) any Guarantee of any Restricted Subsidiary that existed at
the time such Person became a Restricted Subsidiary and was not incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary, (y) Guarantees of Indebtedness of a Restricted Subsidiary that is a
Foreign Subsidiary by a Restricted Subsidiary that is a Foreign Subsidiary or
(z) Equistar Funding. If the Guaranteed Indebtedness is subordinated in right of
payment to the Notes or any Subsidiary Guarantee, as applicable, pursuant to a
written agreement to that effect, the Guarantee of such Guaranteed Indebtedness
must be subordinated in right of payment to the Subsidiary Guarantee to at least
the extent that the Guaranteed Indebtedness is subordinated to the Notes.

          (b) The Opinion of Counsel described above shall be to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and constitutes a valid and binding obligation of such
Subsidiary, enforceable against such Subsidiary in accordance with its terms
(subject to customary exceptions).

          Section 4.23. Payments for Consents. Neither the Company nor any of
its Subsidiaries or Affiliates will, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any
Holder of any Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of the Indenture or the Notes unless such
consideration is offered to be paid or agreed to be paid to all Holders of the
Notes that consent, waive or agree to amend such term or provision in the time
frame set forth in the solicitation documents relating to such consent, waiver
or agreement.

                                    ARTICLE 5

                     Consolidation, Merger or Sale of Assets

          Section 5.1. Consolidation, Merger or Sale of Assets by the Company.
(a) The Company may not consolidate with or merge into, or sell, assign,
transfer, convey or otherwise dispose of all or substantially all of its assets
in one or more related transactions to, any Person, or permit any Person to
merge with or into it unless each of the following conditions is satisfied:

                    (i) immediately after giving effect to such transaction and
          any related incurrence of Indebtedness or issuance of Disqualified
          Stock, no Default or Event of Default shall have occurred and be
          continuing;

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                    (ii) either (A) the Company shall be the continuing Person,
          or (ii) the entity formed by such consolidation or into which the
          Company is merged, or the Person to which such properties and assets
          will have been conveyed or transferred, assumes the Company's
          obligation as to the due and punctual payment of the principal of (and
          premium, if any, on) and interest, if any, on the Notes and the
          performance and observance of every covenant to be performed by the
          Company under the Indenture, the Notes and the Registration Rights
          Agreement; any such entity will be organized under the laws of the
          United States, one of the States thereof or the District of Columbia;

                    (iii) the Company or the entity or the Person formed by or
          surviving any such consolidation or merger (if other than the
          Company), or to which such sale, assignment, transfer, conveyance or
          other disposition shall have been made,

                         (A) except in the case of a merger or consolidation
               with, or a sale, assignment, transfer, conveyance or other
               disposition to, a Permitted Holder, will have a Consolidated Net
               Worth immediately after the transaction equal to or greater than
               the Consolidated Net Worth of the Company immediately preceding
               the transaction; and

                         (B) except with respect to a consolidation or merger of
               the Company with or into a Person that has no outstanding
               Indebtedness, will, at the time of such transaction and after
               giving pro forma effect thereto as if such transaction had
               occurred at the beginning of the applicable four-quarter period,
               (i) have a Fixed Charge Coverage Ratio of at least 2.0 to 1 or
               (ii) have a greater Fixed Charge Coverage Ratio than the
               Company's Fixed Charge Coverage Ratio immediately before the
               transaction; and

                    (iv) each of the Issuers has delivered to the Trustee an
          Officers' Certificate and Opinion of Counsel stating that the
          transaction complies with these conditions.

          (b) The foregoing shall not prohibit the merger or consolidation of a
Wholly Owned Restricted Subsidiary with the Company; provided that, in
connection with any such merger or consolidation, no consideration, other than
Qualified Equity Interests in the surviving Person or the Company, shall be
issued or distributed to the holders of Equity Interests of the Company.

          (c) The Company will not lease all or substantially all its assets in
one or more related transactions to another Person.

          Section 5.2. Successor Company Substituted. (a) Except as provided in
Section 5.02(b), upon any consolidation or merger, or any sale, assignment,
transfer, conveyance or other disposition of all or substantially all the assets
of the Company in accordance with Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, assignment, transfer, conveyance or other

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disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor Person), and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and the predecessor Company shall
be released from all its obligations hereunder and under the Notes.

          (b) The sale, assignment, transfer, lease, conveyance or other
disposition by the Company of all or substantially all its property or assets
taken as a whole to one or more of the Company's Subsidiaries shall not relieve
the Company from its obligations under the Indenture and the Notes.

          Section 5.3. Consolidation, Merger or Sale of Assets by Equistar
Funding . (a) Equistar Funding shall not consolidate with, merge into, sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its property and assets to, any Person, or permit any Person to merge with or
into Equistar Funding unless:

                    (i) concurrently therewith, a corporate Wholly Owned
          Restricted Subsidiary of Equistar organized and validly existing under
          the laws of the United States of America or any jurisdiction thereof
          (which may be the continuing Person as a result of such transaction)
          shall expressly assume, by a supplemental Indenture, executed and
          delivered to the Trustee and in form and substance satisfactory to the
          Trustee, all of the obligations of an Issuer under the Notes, the
          Indenture and the Registration Rights Agreement; or

                    (ii) after giving effect thereto, at least one obligor on
          the Notes shall be a corporation organized and validly existing under
          the laws of the United States of America or any jurisdiction thereof;
          and

                    (iii) immediately after such transaction, no Default or
          Event of Default shall have occurred and be continuing.

          (b) Upon any assumption of the obligations of Equistar Funding by any
successors as set forth above, the successor shall succeed to, and be
substituted for (so that from and after the date of such assumption, the
provisions of this Indenture referring to "Equistar Funding" shall refer instead
to the successor corporation), and may exercise every right and power of,
Equistar Funding under this Indenture with the same effect as if such successor
Person had been named as Equistar Funding herein, and the predecessor Equistar
Funding shall be released from all its obligations hereunder and under the
Notes. If, as a result of any such transaction, the Company becomes the
successor to Equistar Funding pursuant to Section 5.03(a)(ii), Section 4.17
shall cease to be in effect with respect to the Company, but Section 5.03(a)
shall continue to remain in effect with respect to the Company.

          Section 5.4. Opinion of Counsel to Trustee. The Trustee, subject to
the provisions of Sections 7.01 and 7.03, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, conveyance, sale,
transfer, lease, exchange or other disposition referred to in Section 5.01 or
5.03 complies with the applicable provisions of this Indenture.

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                                    ARTICLE 6

                                    Remedies

          Section 6.1. Events of Default. Each of the following constitutes an
"Event of Default":

                    (1) default for 30 days in the payment when due of interest
          (including the issuance of Additional Dividend Notes) or Liquidated
          Damages on the Notes;

                    (2) default in payment when due of the principal of or
          premium, if any, on the Notes at maturity or otherwise;

                    (3) failure by the Issuers to comply with Section 4.10, 4.13
          or Article 5;

                    (4) failure by the Issuers for 60 days after notice by the
          Trustee or Holders of at least 25% in principal amount of the then
          outstanding Notes issued thereunder to comply with any of the other
          agreements in the Indenture or the Notes;

                    (5) any default occurs under any mortgage, indenture or
          instrument under which there may be issued or by which there may be
          secured or evidenced any Indebtedness for money borrowed by the
          Company or any of its Significant Subsidiaries (or any Indebtedness
          for money borrowed Guaranteed by the Company or any of its Significant
          Subsidiaries if the Company or a Significant Subsidiary does not
          perform its payment obligations under such Guarantee within any grace
          period provided for in the documentation governing such Guarantee),
          whether such Indebtedness or Guarantee exists on the Issue Date or is
          thereafter created, which default (a) constitutes a Payment Default or
          (b) results in the acceleration of such Indebtedness prior to its
          Stated Maturity, and in each case, the principal amount of any such
          Indebtedness, together with the principal amount of any other such
          Indebtedness under which there has been a Payment Default or that has
          been so accelerated, aggregates $50 million or more;

                    (6) failure by the Company or any of its Significant
          Subsidiaries to pay a final judgment or final judgments aggregating in
          excess of $50 million, which judgment or judgments are not paid,
          discharged or stayed, for a period of 60 days;

                    (7) a court having jurisdiction in the premises enters a
          decree or order for relief (i) in respect of the Company or any
          Significant Subsidiary in an involuntary case under any applicable
          bankruptcy, insolvency or other similar law now or hereafter in
          effect, (ii) appointment of a receiver, liquidator, assignee,
          custodian, trustee, sequestrator or similar official of the Company or
          any Significant Subsidiary or for all or substantially all the
          property and assets of the Company or any Significant Subsidiary or
          (iii) the winding up or liquidation of

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          the affairs of the Company or any Significant Subsidiary and, in each
          case, such decree or order shall remain unstayed and in effect for a
          period of 60 consecutive days;

                    (8) the Company or any Significant Subsidiary (i) commences
          a voluntary case under any applicable bankruptcy, insolvency or other
          similar law now or hereafter in effect, or consents to the entry of an
          order for relief in an involuntary case under any such law, (ii)
          consents to the appointment of or taking possession by a receiver,
          liquidator, assignee, custodian, trustee, sequestrator or similar
          official of the Company or any Significant Subsidiary or for all or
          substantially all the property and assets of the Company or any
          Significant Subsidiary or (iii) effects any general assignment for the
          benefit of creditors; and

                    (9) except as permitted by the Indenture, any Subsidiary
          Guarantee shall be held in any judicial proceeding to be unenforceable
          or invalid or shall cease for any reason to be in full force and
          effect or any Subsidiary Guarantor, or any Person acting on behalf of
          any Subsidiary Guarantor, shall deny or disaffirm its obligations
          under the Subsidiary Guarantees.

          Section 6.2. Acceleration. If an Event of Default (other than an Event
of Default specified in clause (7) or (8) of Section 6.01 that occurs with
respect to any Issuer or Subsidiary Guarantor) occurs and is continuing under
this Indenture, the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then Outstanding, by written notice to the Issuers
(and to the Trustee if such notice is given by the Holders) may, and the Trustee
at the request of such Holders shall, declare the principal of, premium, if any,
and accrued but unpaid interest and Liquidated Damages, if any, on all the Notes
to be due and payable. Upon a declaration of acceleration, such principal,
premium, if any, and accrued interest and Liquidated Damages, if any, shall be
immediately due and payable. If an Event of Default specified in clause (7) or
(8) of Section 6.01 occurs with respect to any Issuer or any Subsidiary
Guarantor, the principal of, premium, if any, accrued interest and Liquidated
Damages, if any, on the Notes then Outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

          Section 6.3. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal or interest and Liquidated Damages on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.

          Section 6.4. Waiver of Past Defaults. The Holders of at least a
majority in principal amount of the Outstanding Notes, by written notice to the
Issuers and to the Trustee, may waive all past defaults and rescind and annul a
declaration of acceleration

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and its consequences under the Notes, if (i) all existing Events of Default,
other than the nonpayment of the principal of and premium, if any, and interest
and Liquidated Damages, if any, on such Notes that have become due solely by
such declaration of acceleration, have been cured or waived and (ii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

          Section 6.5. Control by Majority. The Holders of at least a majority
in aggregate principal amount of the Outstanding Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders not joining in the giving of such direction and may take any other
action it deems proper that is not inconsistent with any such direction received
from the Holders.

          Section 6.6. Limitation on Suits. A Holder may not pursue any remedy
with respect to this Indenture or the Notes unless:

          (a) the Holder gives the Trustee written notice of a continuing Event
of Default;

          (b) the Holders of at least 25% in aggregate principal amount of
Outstanding Notes make a written request to the Trustee to pursue the remedy;

          (c) such Holder or Holders offer the Trustee security or indemnity
satisfactory to it against any loss, liability or expense;

          (d) the Trustee does not comply with the request within 60 days after
receipt thereof and the offer of security or indemnity; and

          (e) during such 60 day period, the Holders of at least a majority in
aggregate principal amount of the Outstanding Notes do not give the Trustee a
direction inconsistent with the request.

          Section 6.7. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal, premium, if any, interest and Liquidated Damages, if any, on the
Note, on or after the respective due dates expressed in the Note, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of the Holder.

          Section 6.8. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee
is authorized to recover judgment in its own name and as trustee of an express
trust against the Issuers or any other

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obligor for the whole amount of principal, premium, if any, and interest and
Liquidated Damages, if any, remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, interest and Liquidated Damages, if
any, and such further amount as shall be sufficient to cover amounts due the
Trustee under Section 7.08, including the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

          Section 6.9. Trustee May File Proofs of Claim. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Issuers (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.08. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.08 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

          Section 6.10. Priorities. If the Trustee collects any money pursuant
to this Article, it shall pay out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
Section 7.08, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;

          Second: to Holders for amounts due and unpaid on the Notes for
principal, premium, if any, interest and Liquidated Damages, if any, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium, if any, interest and Liquidated
Damages, respectively; and

          Third: to the Issuers or to such party as a court of competent
jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10 upon five Business Days prior notice to
the Issuers.

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          Section 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.06, or a suit by
Holders of more than 10% in aggregate principal amount of the then Outstanding
Notes.

          Section 6.12. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture or any Note and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case each Issuer, any other obligor upon the
Notes, the Trustee and the Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

          Section 6.13. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          Section 6.14. Waiver of Stay, Extension or Usury Laws. Each Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other similar
law wherever enacted, now or at any time hereafter in force, that would prohibit
or forgive such Issuer from paying all or any portion of the principal of (or
premium, if any), interest or Liquidated Damages, if any, on the Notes
contemplated herein or in the Notes or that may affect the covenants or the
performance of this Indenture; and such Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenant that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                    ARTICLE 7

                                   The Trustee

          Section 7.1. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default,

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                    (i) the Trustee need perform only those duties that are
          specifically set forth in this Indenture and no others, and no implied
          covenants or obligations shall be read into this Indenture against the
          Trustee; and

                    (ii) in the absence of bad faith on its part, the Trustee
          may conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. However, in the case of any such certificates or
          opinions which by any provision hereof are specifically required to be
          furnished to the Trustee, the Trustee shall examine the certificates
          and opinions to determine whether or not they conform to the
          requirements of this Indenture (but need not confirm or investigate
          the accuracy of mathematical calculations or other facts stated
          therein).

          (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

          (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that (i) this paragraph does not
limit the effect of Section 7.01(a); (ii) the Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 6.06.

          (d) The Trustee may refuse to perform any duty or exercise any right
or power or expend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

          (e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
Sections 7.01 and 7.03.

          Section 7.2. Notice of Defaults. (a) Within 90 days after the
occurrence of any Default, the Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Register, notice of such Default
hereunder actually known to the Trustee unless such Default shall have been
cured or waived; provided, however, that, except in the case of a Default in the
payment of the principal of, premium (if any) or interest and Liquidated
Damages, if any, on, any Note, the Trustee may withhold such notice if and so
long as the board of directors, the executive committee or a trust committee of
Responsible Officers of the Trustee determines that the withholding of such
notice is not opposed to the interests of the Holders.

          (b) The Trustee shall not be required to take notice or be deemed to
have notice or knowledge of any event or of any Default (except default in the
payment of

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monies to the Trustee which are required to be paid to the Trustee on or before
a specified date or within a specified time after receipt by the Trustee of a
notice or a certificate which was in fact received), unless the Trustee shall
receive from either Issuer or a Holder a notice stating that the same has
occurred and is continuing, and specifying the same, and in the absence of such
notice the Trustee may conclusively assume that the same does not exist, except
as aforesaid.

          Section 7.3. Certain Rights of Trustees. Subject to the provisions of
Section 7.01:

                    (i) the Trustee may conclusively rely and shall be protected
          in acting or refraining from acting upon any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, note, other evidence of indebtedness or other
          paper or document believed by it to be genuine and to have been signed
          or presented by the proper party or parties;

                    (ii) any request or direction of either Issuer mentioned
          herein shall be sufficiently evidenced by an Issuer Request or an
          Issuer Order thereof, and any resolution of any Person's board of
          directors (or any committee thereof) shall be sufficiently evidenced
          if certified by an Officer of such Person as having been duly adopted
          and being in full force and effect on the date of such certificate;

                    (iii) whenever in the administration of this Indenture the
          Trustee shall deem it desirable that a matter be proved or established
          prior to taking, suffering or omitting any action hereunder, the
          Trustee (unless other evidence be herein specifically prescribed) may,
          in the absence of bad faith on its part, rely upon the Officers'
          Certificates of the Issuers;

                    (iv) the Trustee may consult with counsel of its selection
          and the advice of such counsel or any Opinion of Counsel shall be full
          and complete authorization and protection in respect of any action
          taken, suffered or omitted by it hereunder in good faith and in
          reliance thereon;

                    (v) in case an Event of Default occurs and is continuing,
          the Trustee shall be under no obligation to exercise any of the rights
          or powers vested in it by this Indenture at the request or direction
          of any of the Holders pursuant to this Indenture, unless such Holders
          shall have offered to the Trustee security or indemnity satisfactory
          to it against any loss, liability or expense which might be incurred
          by it in compliance with such request or direction;

                    (vi) the Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, note, other evidence of indebtedness
          or other paper or document, but the Trustee, in its discretion, may
          make such further inquiry or investigation into such facts or matters
          as it may see fit, and, if the Trustee shall determine to make such
          further inquiry or investigation, it shall be entitled to examine the
          books, records and premises of each Issuer, personally or by agent or
          attorney at the sole cost of such Issuer and

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          shall incur no liability or additional liability of any kind by reason
          of such inquiry or investigation;

                    (vii) the Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder either directly or by or
          through agents or attorneys and the Trustee shall not be responsible
          for any misconduct or negligence on the part of any agent or attorney
          appointed with due care by it hereunder;

                    (viii) the rights, privileges, protections, immunities and
          benefits given to the Trustee, including, without limitation, its
          right to be indemnified, are extended to, and shall be enforceable by,
          the Trustee in each of its capacities hereunder, and to each agent,
          custodian and other Person employed to act hereunder; and

                    (ix) the Trustee may request that each Issuer deliver an
          Officers' Certificate setting forth the names of the individuals
          and/or titles of officers authorized at such time to take specified
          actions pursuant to this Indenture, which Officers' Certificate may be
          signed by any person authorized to sign an Officers' Certificate,
          including any person as so authorized in any such certificate
          previously delivered and not superseded.

          Section 7.4. Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuers, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Notes and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the
Issuers in connection with the registration of any Notes issued hereunder will
be true and accurate subject to the qualifications set forth therein. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Issuers of the Notes or the proceeds thereof.

          Section 7.5. Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuers' use of the proceeds from the Notes, it shall not be
responsible for any statement in the offering memorandum for the Notes or in the
Indenture or the Notes (other than its certificate of authentication), the acts
of a prior Trustee hereunder, or the determination as to which beneficial owners
are entitled to receive any notices hereunder.

          Section 7.6. May Hold Notes. The Trustee, any Authenticating Agent,
any Paying Agent, any Registrar or any other agent of the Issuers, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 7.09 and Section 7.14, may otherwise deal with the Issuers
and their Affiliates with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Registrar or such other agent.

          Section 7.7. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee

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shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Issuers.

          Section 7.8. Compensation and Reimbursement. Each Issuer, jointly and
severally, agrees:

          (a) to pay to the Trustee from time to time such compensation as the
Issuers and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);

          (b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

          (c) to indemnify the Trustee and any predecessor Trustee for, and to
hold it harmless against, any loss, damage, claims, liability or expense
(including taxes, other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this trust, including the reasonable
costs and expenses of defending itself against any claim (whether asserted by
either Issuer, a Holder or any other person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

          The Issuers' payment obligations pursuant to this Section 7.08 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(7) or 6.01(8), the
expenses are intended to constitute expenses of administration under any
Bankruptcy Law.

          The Trustee shall have a lien prior to the Notes as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 7.08, except with respect to funds held in
trust for the benefit of the Holders of particular Notes.

          Section 7.9. Conflicting Interests. If the Trustee has or shall
acquire a conflicting interest within the meaning of the TIA, within 90 days the
Trustee shall either eliminate such conflicting interest, apply to the SEC for
permission to continue as Trustee with such conflicting interest, or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
TIA and this Indenture. To the extent permitted by such Act, the Trustee shall
not be deemed to have a conflicting interest by virtue of being a trustee under
this Indenture with respect to Original Notes and Additional Notes, or a trustee
under any other indenture between any Issuer and the Trustee.

          Section 7.10. Corporate Trustee Required; Eligibility. (a) There shall
at all times be one (and only one) Trustee hereunder. The Trustee shall be a
Person that is eligible pursuant to the TIA to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually,

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pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 7.10 and to the extent
permitted by the TIA, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.10, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

          Section 7.11. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.12.

          (b) The Trustee may resign at any time by giving written notice
thereof to the Issuers. If the instrument of acceptance by a successor Trustee
required by Section 7.12 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

          (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Notes, delivered to the Trustee
and to the Issuers. If the instrument of acceptance by a successor Trustee
required by Section 7.12 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the Trustee being removed may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

          If at any time:

                    (i) the Trustee shall fail to comply with Section 7.09 after
          written request therefor by the Issuers or by any Holder who has been
          a bona fide Holder for at least six months, or

                    (ii) the Trustee shall cease to be eligible under Section
          7.10 and shall fail to resign after written request therefor by the
          Issuers or by any such Holder, or

                    (iii) the Trustee shall become incapable of acting or shall
          be adjudged bankrupt or insolvent or a receiver of the Trustee or of
          its property shall be appointed or any public officer shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Issuers may remove the Trustee, or (B) subject
to Section 6.11, any Holder who has been a bona fide Holder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee or Trustees.

          (d) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Issuers shall promptly appoint a successor Trustee and shall comply with the
applicable requirements of Section 7.12. If, within one year after such
resignation, removal or incapability, or the occurrence

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of such vacancy, a successor Trustee shall be appointed by Act of the Holders of
a majority in principal amount of the Outstanding Notes delivered to the Issuers
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 7.12, become the successor Trustee and to that extent
supersede the successor Trustee appointed by the Issuers. If no successor
Trustee shall have been so appointed by the Issuers or the Holders and accepted
appointment in the manner required by Section 7.12, then, subject to Section
6.11, any Holder who has been a bona fide Holder for at least six months may, on
behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

          (e) The Issuers shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.10. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

          Section 7.12. Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Issuers and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Issuers or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

          (b) Upon request of any such successor Trustee, the Issuers shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to above.

          (c) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article 7.

          Section 7.13. Merger, Conversion, Consolidation or Succession to
Business . (a) Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article 7, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes.

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          Section 7.14. Preferential Collection of Claims Against the Issuers.
(a) If and when the Trustee shall be or become a creditor of either Issuer (or
any other obligor upon the Notes), the Trustee shall be subject to the
provisions of the TIA regarding the collection of claims against such Issuer (or
any such other obligor).

          Section 7.15. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent acceptable to the Issuers to authenticate the
Notes. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer, a copy of which instrument shall be promptly
furnished to the Issuers. Unless limited by the terms of such appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication (or execution of a certificate of
authentication) by the Trustee includes authentication (or execution of a
certificate of authentication) by such Authenticating Agent. An Authenticating
Agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

                                    ARTICLE 8

              Holders' List and Reports by Trustee and the Issuers

          Section 8.1. The Issuers to Furnish Trustee Names and Addresses of
Holders; Stock Exchange Listing. (a) The Issuers will furnish or cause to be
furnished to the Trustee

                    (i) semi-annually, not more than 15 days after each Regular
          Record Date, a list, in such form as the Trustee may reasonably
          require, of the names and addresses of the Holders as of such Regular
          Record Date, and

                    (ii) at such other times as the Trustee may request in
          writing, within 30 days after the receipt by the Issuers of any such
          request, a list of similar form and content as of a date not more than
          15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Section 8.01.

          (b) The Issuers will promptly notify the Trustee when any Notes are
listed on any stock exchange and of any delisting thereof.

          Section 8.2. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list, if any, furnished to the Trustee as provided in Section 8.01 and the names
and addresses of Holders received by the Trustee in its capacity as Registrar;
provided, however, that if and so long as the Trustee shall be the Registrar,
the Register shall satisfy the requirements relating to such list. None of the
Issuers, the Trustee or any other Person shall be under any responsibility with
regard to the

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accuracy of such list. The Trustee may destroy any list furnished to it as
provided in Section 8.01 upon receipt of a new list so furnished.

          (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Notes, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
TIA.

          (c) Every Holder, by receiving and holding the same, agrees with the
Issuers and the Trustee that neither the Issuers nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the TIA.

          Section 8.3. Reports by Trustee. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the TIA at the times and in the manner provided pursuant
thereto. If required by Section 313(a) of the TIA, the Trustee shall, within 60
days after each May 15, following the date of this Indenture deliver to Holders
a brief report, dated as of such May 15, which complies with the provisions of
such Section 313(a). A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange, if
any, upon which any Notes are listed, with the SEC and with the Issuers.

                                    ARTICLE 9

                         Amendment, Supplement or Waiver

          Section 9.1. Without Consent of the Holders. (a) Without the consent
of any Holder, the Issuers and the Trustee may enter into one or more indentures
supplemental hereto, for any of the following purposes:

                    (i) to cure any ambiguity, omission, defect or inconsistency
          in the Indenture,

                    (ii) to provide for the assumption by a successor of an
          Issuer of the obligations of such Issuer under this Indenture,

                    (iii) to provide for uncertificated Notes in addition to or
          in place of certificated Notes; provided that the uncertificated Notes
          are issued in registered form for purposes of Section 163(f) of the
          Code, or in a manner such that the uncertificated Notes are described
          in Section 163(f)(2)(B) of the Code,

                    (iv) to add Subsidiary Guarantees with respect to the Notes,
          to grant a Lien under this Indenture to the Trustee as security for
          the Notes, to confirm and evidence the release, termination or
          discharge of any Subsidiary Guarantee or any such Lien with respect to
          or securing the Notes when such release, termination or discharge is
          permitted under this Indenture,

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                    (v) to add to the covenants of the Issuers for the benefit
          of the Holders or to surrender any right or power conferred upon the
          Issuers,

                    (vi) to provide for or confirm the issuance of Additional
          Notes or Additional Dividend Notes in accordance with the terms of the
          Indenture,

                    (vii) to make any change that does not adversely affect the
          rights of any Holder under the Notes or this Indenture, or

                    (viii) to comply with any requirement of the SEC in
          connection with the qualification of this Indenture under the TIA or
          otherwise.

          Section 9.2. With Consent of Holders. (a) Subject to Section 6.07, the
Issuers and the Trustee may amend or supplement this Indenture or the Notes with
the written consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes, and any past Default or compliance
with any provisions may also be waived with the written consent of the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Notes.

          (b) Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to Section 6.04, may not (with respect to any Notes held by a
non-consenting Holder):

                    (i) change the Stated Maturity of the principal of, or any
          installment of interest on, any Note (including any modification of
          Section 4.08 with respect to Additional Dividend Notes),

                    (ii) reduce the principal amount of or premium, if any, or
          interest or Liquidated Damages, if any, on any Note (including any
          modification of Section 4.08 with respect to Additional Dividend
          Notes),

                    (iii) reduce any amount payable on redemption of the Notes
          or upon the occurrence of an Event of Default or reduce the Change of
          Control Payment or the amount to be paid in connection with an Asset
          Sale Offer,

                    (iv) change the place or currency of payment of principal of
          or premium, if any, or interest or Liquidated Damages, if any, on any
          Note,

                    (v) impair the right to institute suit for the enforcement
          of any payment on or after the Stated Maturity (or, in the case of a
          redemption, on or after the Redemption Date) of any Note,

                    (vi) reduce the above-stated percentage of outstanding Notes
          the consent of whose Holders is necessary to modify or amend the
          Indenture,

                    (vii) waive a default in the payment of principal of or
          premium, if any, or interest or Liquidated Damages, if any, on the
          Notes (except as set forth in Section 6.04),

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                    (viii) reduce the percentage or aggregate principal amount
          of outstanding Notes the consent of whose Holders is necessary for
          waiver of compliance with provisions of the Indenture or for waiver of
          Defaults,

                    (ix) modify or change any provision of the Indenture
          affecting the ranking of the Notes or the Subsidiary Guarantees in a
          manner adverse to the Holders of the Notes, or

                    (x) release any Subsidiary Guarantor from any of its
          obligations under its Subsidiary Guarantee or the Indenture other than
          in accordance with the provisions of the Indenture, or amend or modify
          any provision relating to such release.

          (c) It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          (d) After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Issuers shall mail to the Holders of each Note affected
thereby, with a copy to the Trustee, a notice briefly describing the amendment,
supplement or waiver. Any failure of the Issuers to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any supplemental indenture or the effectiveness of any such amendment,
supplement or waiver.

          Section 9.3. Execution of Amendments, Supplements or Waivers. The
Trustee shall sign any amendment, supplement or waiver authorized pursuant to
this Article 9 if the amendment, supplement or waiver does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment, supplement or waiver, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel to the effect that the execution of such amendment,
supplement or waiver has been duly authorized, executed and delivered by each
Issuer and that such amendment, supplement or waiver is a valid and binding
agreement of each Issuer, enforceable against it in accordance with its terms
(subject to customary exceptions).

          Section 9.4. Revocation and Effect of Consents. (a) Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
is a continuing consent by the Holder and every subsequent Holder of that Note
or any Note that evidences all or any part of the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. Subject
to the following paragraph of this Section 9.04, any such Holder or subsequent
Holder may revoke the consent as to such Holder's Note by notice to the Trustee
or the Issuers received by the Trustee or the Issuers, as the case may be,
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Notes have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver. The Issuers may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver as set forth in Section 1.08.

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          (b) After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(i) through (x) of Section 9.02(b). In that case, the amendment, supplement or
waiver shall bind each Holder of a Note who has consented to it and every
subsequent Holder of such Note or any Note that evidences all or any part of the
same debt as the consenting Holder's Note.

          Section 9.5. Conformity with TIA. Every amendment or supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the TIA as then in effect.

          Section 9.6. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee shall (if required
by the Issuers and in accordance with the specific direction of the Issuers)
request the Holder to deliver its Note to the Trustee. The Trustee shall (if
required by the Issuers and in accordance with the specific written direction of
the Issuers) place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Issuers or the Trustee so
determine, the Issuers in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.

                                   ARTICLE 10

                               Redemption of Notes

          Section 10.1. Right of Redemption. (a) Prior to May 1, 2007 the Notes
will be redeemable, in whole, at any time, or in part, from time to time, at the
option of the Issuers upon not less than 30 nor more than 60 days' notice at a
redemption price equal to the sum of:

                    (1) 100% of the principal amount thereof, plus accrued and
          unpaid interest and Liquidated Damages, if any, thereon to the
          redemption date; plus

                    (2) the Make-Whole Amount, if any.

          (b) On or after May 1, 2007, the Notes will be redeemable in whole, at
any time or in part, from time to time, at the option of the Issuers upon not
less than 30 nor more than 60 days' notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the redemption date, if
redeemed during the twelve-month period beginning on May 1, of the following
years:

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Year                                                         Percentage
----                                                         ----------

2007                                                          105.313%
2008                                                          102.656%
2009 and thereafter                                           100.000%

          Section 10.2. Applicability of Article. Redemption or purchase of
Notes as permitted by Section 10.01 shall be made in accordance with this
Article 10.

          Section 10.3. Election to Redeem; Notice to Trustee. In case of any
redemption at the election of the Issuers of the Notes, the Issuers shall, at
least 45 days prior to the Redemption Date initially fixed by the Issuers
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Notes to be
redeemed.

          Section 10.4. Selection by Trustee of Notes to Be Redeemed. In the
case of any partial redemption, selection of the Notes for redemption will be
made not more than 60 days prior to the Redemption Date by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the applicable Trustee shall deem
fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed
in part.

          (a) The Trustee shall promptly notify the Issuers in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the portion of the principal amount thereof to be redeemed. On and
after the Redemption Date, interest and Liquidated Damages will cease to accrue
on Notes or portions thereof called for redemption.

          (b) For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Notes shall relate, in
the case of any Note redeemed or to be redeemed only in part, to the portion of
the principal of such Note that has been or is to be redeemed.

          Section 10.5. Notice of Redemption. (a) Notice of redemption or
purchase as provided in Section 10.01 shall be deemed to have been given upon
the mailing by first class mail, postage prepaid, of such notice to each Holder
of Notes to be redeemed, at its registered address as recorded in the Register,
not later than 30 nor more than 60 days prior to the Redemption Date.

          Any such notice shall state:

                    (i) the expected Redemption Date,

                    (ii) the Redemption Price,

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                    (iii) if less than all Outstanding Notes are to be redeemed,
          the identification (and, in the case of partial redemption, the
          respective principal amounts) of the particular Notes to be redeemed,

                    (iv) that on the Redemption Date the Redemption Price will
          become due and payable upon each such Note to be redeemed, and that,
          unless the Issuers default in making such redemption payment or any
          Paying Agent is prohibited from making such payment pursuant to the
          terms of this Indenture, interest and Liquidated Damages thereon shall
          cease to accrue from and after said date,

                    (v) the place or places where such Notes are to be
          surrendered for payment of the Redemption Price and the name and
          address of the Paying Agent or Paying Agents,

                    (vi) the CUSIP and other security identification numbers, if
          any, subject to Section 3.12 hereof, and

                    (vii) the section of this Indenture pursuant to which the
          Notes are to be redeemed.

          Notices of redemption may not be conditional.

          (b) Notice of such redemption or purchase of Notes to be so redeemed
or purchased at the election of the Issuers shall be given by the Issuers or, at
the written request of the Issuers delivered at least five Business Days prior
to the date proposed for the mailing of such notice, by the Trustee in the name
and at the expense of the Issuers; provided that such notice to the Trustee may
be revoked by the Issuers by written notice delivered to the Trustee prior to
the date proposed for the mailing of the notice of such redemption to the
Holders.

          (c) The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Note designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Note.

          Section 10.6. Deposit of Redemption Price. (a) On or prior to 10:00
a.m., New York City time on any Redemption Date, the Issuers shall deposit with
the Trustee or with a Paying Agent (or, if an Issuer is acting as the Paying
Agent, such Issuer shall segregate and hold in trust as provided in Section
4.03) an amount of money sufficient to pay the Redemption Price of, and any
accrued and unpaid interest and Liquidated Damages, if any, on, all the Notes or
portions thereof which are to be redeemed on that date.

          Section 10.7. Notes Payable on Redemption Date. (a) Notice of
redemption having been given as provided in this Article 10, the Notes so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price herein specified and from and after such date (unless the Issuers shall
default in the payment of the Redemption Price or any Paying Agent is prohibited
from paying the Redemption Price pursuant to the

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terms of this Indenture) such Notes shall cease to bear interest and Liquidated
Damages. Upon surrender of such Notes for redemption in accordance with such
notice, such Notes shall be paid by the Issuers at the Redemption Price.
Installments of interest and Liquidated Damages, if any, whose Interest Payment
Date is on or prior to the Redemption Date shall be payable to the Holders of
such Notes registered as such on the relevant Regular Record Dates according to
their terms and the provisions of Section 3.07.

          (b) On and after any Redemption Date, if money sufficient to pay the
Redemption Price of and any accrued and unpaid interest and Liquidated Damages
on Notes called for redemption shall have been made available in accordance with
Section 10.06, the Notes (or the portions thereof) called for redemption will
cease to accrue interest and Liquidated Damages and the only right of the
Holders of such Notes (or portions thereof) will be to receive payment of the
Redemption Price of, and subject to the last sentence of Section 10.07(a), any
accrued and unpaid interest and Liquidated Damages, if any, on such Notes (or
portions thereof) to the Redemption Date. If any Note (or portion thereof)
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest
and Liquidated Damages from the Redemption Date at the rate borne by the Note
(or portion thereof).

          Section 10.8. Notes Redeemed in Part. Any Note that is to be redeemed
only in part shall be surrendered at a Place of Payment (with, if the Issuers or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Issuers and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and each Issuer
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Note without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Note so
surrendered.

                                   ARTICLE 11

                           Satisfaction and Discharge

          Section 11.1. Satisfaction and Discharges of Indenture. (a) This
Indenture shall cease to be of further effect (except as to any surviving rights
of transfer or exchange of Notes herein provided for), and the Trustee, on
demand of and at the expense of the Issuers, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, and each Subsidiary
Guarantor's obligations under its Subsidiary Guarantee will terminate when

          (i) either

                    (A) all Notes theretofore authenticated and delivered (other
          than (x) Notes that have been destroyed, lost or stolen and that have
          been replaced or

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          paid as provided in Section 3.06, and (y) Notes for whose payment
          money has theretofore been deposited in trust or segregated and held
          in trust by an Issuer and thereafter repaid to such Issuer or
          discharged from such trust, as provided in Section 4.03) have been
          delivered to the Trustee canceled or for cancellation; or

                    (B) all such Notes not theretofore delivered to the Trustee
          canceled or for cancellation

                    (x) have become due and payable, or

                    (y) will become due and payable

                    (z) are to be called for redemption within one year under
          arrangements reasonably satisfactory to the Trustee for the giving of
          notice of redemption by the Trustee in the name, and at the expense,
          of the Issuers,

          (ii) the Issuers have irrevocably deposited or caused to be deposited
with the Trustee an amount in United States dollars, U.S. Government
Obligations, or a combination thereof, sufficient to pay and discharge the
entire Indebtedness on such Notes not theretofore delivered to the Trustee
canceled or for cancellation, for principal (and premium, if any) and interest
and Liquidated Damages to the date of such deposit (in the case of Notes that
have become due and payable), or to the Stated Maturity or Redemption Date, as
the case may be;

          (iii) the Issuers have paid or caused to be paid all other sums then
payable hereunder by the Issuers; and

          (iv) each Issuer has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each to the effect that all conditions precedent
provided for in this Section 11.01 relating to the satisfaction and discharge of
this Indenture have been complied with; provided that any such counsel may rely
on any Officers' Certificate as to matters of fact (including as to compliance
with the foregoing clauses (i), (ii) and (iii)).

          (b) Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Issuers to the Trustee under Section 7.08 and, if money
shall have been deposited with the Trustee pursuant to clause (ii) of Section
11.01(a), the obligations of the Trustee under Section 11.02, shall survive.

          Section 11.2. Application of Trust Money. Subject to the provisions of
the last paragraph of Section 4.03, all money deposited with the Trustee
pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including either Issuer acting as
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest and Liquidated Damages on the
Notes; but such money need not be segregated from other funds except to the
extent required by law.

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                                   ARTICLE 12

                       Defeasance and Covenant Defeasance

          Section 12.1. Option of the Issuers to Effect Defeasance or Covenant
Defeasance. The Issuers may at their option by a Board Resolution adopted by
each Issuer, at any time, elect to have either Section 12.02 or Section 12.03
applied to the Outstanding Notes upon compliance with the conditions set forth
below in this Article 12.

          Section 12.2. Legal Defeasance and Discharge. Upon the exercise by the
Issuers under Section 12.01 of the option applicable to this Section 12.02, the
Issuers shall be deemed to have been discharged from any and all Obligations
with respect to all Outstanding Notes (and any Subsidiary Guarantor will be
discharged from any and all Obligations in respect of its Subsidiary Guarantee)
on the date which is the 123rd day after the deposit referred to in Section
12.04(a); provided that all of the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Issuers shall be deemed to have paid and discharged the entire
Indebtedness represented by the Outstanding Notes, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 12.05 hereof and the
other Sections of this Indenture referred to in clauses (i) and (ii) of this
Section 12.02, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Issuers, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive
solely from the trust fund described in Section 12.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest and Liquidated Damages on such Notes when such payments are
due, (ii) the obligations of the Issuers with respect to such Notes under
Sections 1.06, 2.03, 3.03, 3.04, 3.05, 3.06, 3.13, 3.14, 4.01, 4.02, 4.03 and
12.05 hereof, (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder, including, without limitation, the Trustee's rights under
Section 7.08 hereof, and the obligations of the Issuers in connection therewith
and with this Article 12. Subject to compliance with this Article 12, the
Issuers may exercise their option under this Section 12.02 notwithstanding the
prior exercise of their option under Section 12.03 hereof with respect to the
Notes.

          Section 12.3. Covenant Defeasance. Upon the exercise by the Issuers
under Section 12.01 of the option applicable to this Section 12.03, the Issuers
shall be released from their obligations under the covenants contained in
Sections 4.06 through Section 4.17, Section 4.22 and Section 5.01(a)(iii) hereof
with respect to the Outstanding Notes, no Default under Section 6.01(5), (6) and
(9) shall thereafter constitute a Default or Event of Default and each
Subsidiary Guarantor's obligations under its Subsidiary Guarantee will terminate
on the date which is the 123rd day after the deposit referred to in Section
12.04(a); provided that all of the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not Outstanding for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the

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consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the Outstanding
Notes, the Issuers may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01(3) or
(4), but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby.

          Section 12.4. Conditions to Legal or Covenant Defeasance. The
following shall be the conditions to application of either Section 12.02 or
Section 12.03 to the Outstanding Notes:

          (a) the Issuers have deposited with the Trustee, in trust, money
and/or U.S. Government Obligations that through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (i) the principal of, premium, if any, and
accrued interest and Liquidated Damages, if any, on the Notes when such payments
are due in accordance with the terms of this Indenture and the Notes or (ii) in
the case of Legal Defeasance, accrued interest and Liquidated Damages, if any,
on the Notes through a scheduled redemption date and the principal of, and
premium on the Notes on such redemption date; provided that, at the time of
deposit, the Issuers irrevocably authorize the Trustee to issue a timely notice
of redemption and to take such other steps reasonably requested by the Trustee
to ensure that such redemption will be effectuated;

          (b) in the case of an election under Section 12.02, each Issuer will
have delivered to the Trustee (i) either (x) an Opinion of Counsel to the effect
that Holders will not recognize income, gain or loss for Federal income tax
purposes as a result of the exercise by the Issuers of its option under this
Article 12 and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred, which Opinion of Counsel
must be based upon (and accompanied by a copy of) a ruling of the Internal
Revenue Service to the same effect unless there has been a change in applicable
Federal income tax law after the date of this Indenture such that a ruling is no
longer required or (y) a ruling directed to the Trustee received from the
Internal Revenue Service to the same effect as the aforementioned Opinion of
Counsel and (ii) an Opinion of Counsel to the effect that, as a result of the
creation of the defeasance trust, such Issuer will not be required to register
under the Investment Company Act of 1940 and after the passage of 123 days
following the deposit, the trust fund will not be subject to the effect of
Section 547 of the United States Bankruptcy Code or Section 15 of the New York
Debtor and Creditor Law or any comparable provision of applicable law;

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          (c) in the case of an election under Section 12.03, the delivery by
each Issuer to the Trustee of (i) an Opinion of Counsel to the effect that,
among other things, the Holders will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit and defeasance and will
be subject to Federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and defeasance had
not occurred and (ii) an Opinion of Counsel to the effect that, as a result of
the creation of the defeasance trust, such Issuer will not be required to
register under the Investment Company Act of 1940 and after the passage of 123
days following the deposit, the trust fund will not be subject to the effect of
Section 547 of the United States Bankruptcy Code or Section 15 of the New York
Debtor and Creditor Law or any comparable provision of applicable law;

          (d) immediately after giving effect to such deposit on a pro forma
basis, no Event of Default, or event that after the giving of notice or lapse of
time or both would become an Event of Default, shall have occurred and be
continuing on the date of such deposit or during the period ending on the 123rd
day after the date of such deposit, and such deposit shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which either Issuer is a party or by which either Issuer is bound;

          (e) if at such time the Notes are listed on a national securities
exchange, the Issuers have delivered to the Trustee an Opinion of Counsel to the
effect that the Notes will not be delisted as a result of such deposit,
defeasance and discharge;

          (f) each Issuer shall have delivered to the Trustee an Officers'
Certificate stating that the deposit made by the Issuers pursuant to their
election under Sections 12.02 or 12.03 was not made by the Issuers with the
intent of preferring the Holders over the other creditors of either Issuer with
the intent of defeating, hindering, delaying or defrauding creditors of either
Issuer or others; and

          (g) each Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the Legal Defeasance under Section
12.02 or the Covenant Defeasance under Section 12.03 (as the case may be) have
been complied with as contemplated by this Section 12.04.

          Section 12.5. Deposited Money and Government Securities to Be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 12.06, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 12.04 in respect of the Outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal of, premium, if any, and interest and Liquidated
Damages, but such money need not be segregated from other funds except to the
extent required by law.

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          The Issuers shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 12.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding Notes.

          Anything in this Article 12 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuers from time to time upon the request
of the Issuers any money or U.S. Government Obligations held by it as provided
in Section 12.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
12.04(a) hereof), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

          Section 12.6. Repayment to Issuers. Any money deposited with the
Trustee or any Paying Agent, or then held by either Issuer, in trust for the
payment of the principal of, premium, if any, or interest and Liquidated Damages
on any Note and remaining unclaimed for two years after such principal, premium,
if any, or interest and Liquidated Damages has become due and payable shall be
paid to the Issuers on its written request or (if then held by either Issuer)
shall be discharged from such trust; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuers for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of either Issuer as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense of the Issuers cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Issuers.

          Section 12.7. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section
12.02 or 12.03, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations of the Issuers under this Indenture and
the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.02 or 12.03 until such time as the Trustee or Paying
Agent is permitted to apply all such amounts in accordance with Section 12.02 or
12.03 hereof, as the case may be; provided, however, that, if either Issuer
makes any payment of principal of, premium, if any, or interest and Liquidated
Damages on any Note following the reinstatement of its Obligations, such Issuer
shall be subrogated to the rights of the Holder of such Note to receive such
payment from the amounts held by the Trustee or Paying Agent.

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                                   ARTICLE 13

                              Subsidiary Guarantees

          Section 13.1. The Guarantees. Subject to the provisions of this
Article 13, each Subsidiary Guarantor by execution of a supplemental indenture
in the form of Exhibit B hereto hereby irrevocably and unconditionally
guarantees, jointly and severally, the full and punctual payment (whether at
Stated Maturity, upon acceleration, optional redemption, upon repurchase
following a Change of Control Offer or an Asset Sale Offer or otherwise) of the
principal of and premium, if any, and interest and Liquidated Damages, if any,
on, and all other amounts payable under, each Note provided for under this
Indenture, and the full and punctual payment of all other amounts payable by the
Issuers under this Indenture. Upon failure by the Issuers to pay punctually any
such amount, each Subsidiary Guarantor shall forthwith on demand pay the amount
not so paid at the place and in the manner specified in this Indenture.

          Section 13.2. Guarantee Unconditional. The obligations of the
Subsidiary Guarantors hereunder shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall, to the fullest extent permitted
by law, not be released, discharged or otherwise affected by:

          (a) any extension, renewal, settlement, compromise, waiver or release
in respect of any obligation of the Issuers under this Indenture or any Note, by
operation of law or otherwise;

          (b) any modification or amendment of or supplement to this Indenture
or any Note;

          (c) any release, impairment, non-perfection or invalidity of any
direct or indirect security for any obligation of any Issuer or any Subsidiary
Guarantor hereunder;

          (d) any change in the corporate existence, structure or ownership of
either Issuers, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting either Issuer or its assets or any resulting release or
discharge of any obligation of either Issuer contained in this Indenture or any
Note;

          (e) the existence of any claim, set-off or other rights which the
Subsidiary Guarantors may have at any time against either Issuer, the Trustee or
any other Person, whether in connection with this Indenture or any unrelated
transactions, provided that nothing herein shall prevent the assertion of any
such claim by separate suit or compulsory counterclaim;

          (f) any invalidity or unenforceability relating to or against either
Issuer for any reason of this Indenture or any Note, or any provision of
applicable law or regulation purporting to prohibit the payment by either Issuer
of the principal of or interest and Liquidated Damages on any Note or any other
amount payable by either Issuer under this Indenture; or

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          (g) any other act or omission to act or delay of any kind by either
Issuer, the Trustee or any other Person or any other circumstance whatsoever
which might, but for the provisions of this paragraph, constitute a legal or
equitable discharge of or defense to such Subsidiary Guarantor's obligations
hereunder.

          Section 13.3. Discharge; Reinstatement. The Subsidiary Guarantors'
obligations hereunder shall remain in full force and effect until the principal
of, premium, if any, and interest and Liquidated Damages, if any, on the Notes
and all other amounts payable by the Issuers under this Indenture shall have
been paid in full. If at any time any payment of the principal of, premium, if
any, or interest and Liquidated Damages, if any, on any Note or any other amount
payable by the Issuers under this Indenture is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of either
Issuer or otherwise, the Subsidiary Guarantors' obligations hereunder with
respect to such payment shall be reinstated as though such payment had been due
but not made at such time.

          Section 13.4. Waiver by the Subsidiary Guarantors. The Subsidiary
Guarantors irrevocably waive acceptance hereof, presentment, demand, protest and
any notice not provided for herein, as well as any requirement that at any time
any action be taken by any Person against either Issuer or any other Person.

          Section 13.5. Subrogation and Contribution. Upon making any payment
with respect to any obligation of the Issuers under this Article 13, the
Subsidiary Guarantor making such payment shall be subrogated to the rights of
the payee against the Issuers with respect to such obligation; provided that
such Subsidiary Guarantor shall not enforce either (i) any right to receive
payment by way of subrogation against the Issuers or against any direct or
indirect security for such obligation, or any other right to be reimbursed,
indemnified or exonerated by or for the account of the Issuers in respect
thereof or (ii) any right to receive payment, in the nature of contribution or
for any other reason, from any other Subsidiary Guarantor with respect to such
payment, in each case so long as any amount payable by the Issuers hereunder or
under the Notes remains unpaid.

          Section 13.6. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by either Issuer under this Indenture or the Notes
is stayed upon the insolvency, bankruptcy or reorganization of such Issuer, all
such amounts otherwise subject to acceleration under the terms of this Indenture
shall nonetheless be payable by the other Issuer and the Subsidiary Guarantors
hereunder forthwith on demand by the Trustee or the Holders.

          Section 13.7. Limits of Guarantees. Notwithstanding anything to the
contrary in this Article 13, each Subsidiary Guarantor, and by its acceptance of
Notes, each Holder, hereby confirms that it is the intention of all such parties
that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent
conveyance under applicable fraudulent conveyance provisions of the United
States Bankruptcy Code or any comparable provision of state law. To effectuate
the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of such Subsidiary Guarantor under
its Subsidiary Guarantee and this Article 13 shall be limited to the

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maximum amount that would not render such Subsidiary Guarantor's obligations
subject to avoidance under applicable fraudulent conveyance provisions of the
United States Bankruptcy Code or any comparable provision of state law.

          Section 13.8. Execution and Delivery of Subsidiary Guarantee. To
evidence its Subsidiary Guarantee set forth in Section 13.01, each Subsidiary
Guarantor hereby agrees that a supplemental indenture in the form of Exhibit B
hereto shall be executed on behalf of such Subsidiary Guarantor by one of its
Officers.

          The signature of an Officer of a Subsidiary Guarantor on such
supplemental indenture shall bind such Subsidiary Guarantor, notwithstanding
that such individual has ceased to hold such office prior to the authentication
and delivery of any Note or did not hold such office at the date of such Note.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Subsidiary Guarantors.

          Section 13.9. Release of Guarantee. The Subsidiary Guarantee of a
Subsidiary Guarantor will terminate upon

                    (1) a sale or other disposition (including by way of
          consolidation or merger) of the Subsidiary Guarantor or the sale or
          disposition of all or substantially all the assets of the Subsidiary
          Guarantor (in each case other than to the Company or a Restricted
          Subsidiary) otherwise permitted by the Indenture,

                    (2) the cessation of the circumstances requiring the
          Subsidiary Guarantee,

                    (3) the designation in accordance with the Indenture of the
          Subsidiary Guarantor as an Unrestricted Subsidiary, or

                    (4) defeasance or discharge of the Notes, as provided in
          Article 11 or Article 12.

          Upon delivery by the Issuers to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will
execute any documents reasonably required in order to evidence the release of
the Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.

          Section 13.10. Consolidation, Merger or Sale of Assets by a Subsidiary
Guarantor. No Subsidiary Guarantor may

                    (i) consolidate with or merge with or into any Person, or

                    (ii) sell, convey, transfer or dispose of, all or
          substantially all its assets as an entirety or substantially as an
          entirety, in one transaction or a series of related transactions, to
          any Person, or

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                    (iii) permit any Person to merge with or into the Subsidiary
          Guarantor

          unless

                         (A) the other Person is the Company or any Wholly
               Owned Restricted Subsidiary of the Company that is a
               Subsidiary Guarantor or becomes a Subsidiary Guarantor
               concurrently with the transaction; or

                    (B) (1) either (x) the Subsidiary Guarantor is the
                    continuing Person or (y) the resulting, surviving or
                    transferee Person expressly assumes by supplemental
                    indenture all of the obligations of the Subsidiary Guarantor
                    under its Subsidiary Guarantee; and

                         (2) immediately after giving effect to the transaction,
                    no Default has occurred and is continuing; or

                         (C) the transaction constitutes a sale or other
               disposition (including by way of consolidation or merger) of
               the Subsidiary Guarantor or the sale or disposition of all
               or substantially all the assets of the Subsidiary Guarantor
               (in each case other than to the Company or a Restricted
               Subsidiary) otherwise permitted by the Indenture.

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          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the date first written above.

                                        EQUISTAR CHEMICALS, LP


                                        By: /s/ Karen A. Twitchell
                                            ------------------------------------
                                            Name: Karen A. Twitchell
                                            Title: Principal Financial Officer


                                        EQUISTAR FUNDING CORPORATION


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


                                            THE BANK OF NEW YORK,
                                            as Trustee


                                            By: /s/ Van K. Brown
                                                --------------------------------
                                                Name: Van K. Brown
                                                Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

                             EQUISTAR CHEMICALS, LP.

                          EQUISTAR FUNDING CORPORATION

                            10 % Senior Note due 2011
                              -
No.                                                         CUSIP No.
   --------                                                           ----------

                                                                   $
                                                                    ------------

     EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Company",
which term includes any successor Persons under the Indenture hereinafter
referred to) and EQUISTAR FUNDING CORPORATION, a Delaware corporation ("Equistar
Funding", which term includes any successor Persons under the Indenture, and,
together with the Company, the "Issuers"), for value received jointly and
severally promise to pay to            , or its registered assigns, the
                            -----------
principal sum of                                    Dollars ($___________) [or
                 ----------------------------------
such other amount as indicated on the Schedule of Exchanges of Securities
attached hereto]1, on [ ], 2011.

Interest Rate:            10 % per annum.
                            -

Interest Payment Dates:   May 1 and November 1 of each year commencing November
                          1, 2003.

Regular Record Dates:     April 15 and October 15 of each year.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

----------
/1/  To be included in any Global Note

                                      A-1

<PAGE>

         IN WITNESS WHEREOF, each Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                            EQUISTAR CHEMICALS, LP


By:
   -----------------------------------
                                               Name:

                                               Title:


                                            By:
                                               ---------------------------------
                                               Name:

                                               Title:


                                            EQUISTAR FUNDING CORPORATION


By:
   -----------------------------------

                                               Name:

                                               Title:


                                            By:
                                               ---------------------------------
                                               Name:

                                               Title:

                                      A-2

<PAGE>

                (Form of Trustee's Certificate of Authentication)

     This is one of the 10 % Senior Notes due 2011 referred to in the
                          -
within-mentioned Indenture.

                                            THE BANK OF NEW YORK,
                                            as Trustee


Dated:                                      By:
       ---------------------                   ---------------------------------
                                               Authorized Signatory

                                      A-3

<PAGE>

                             [REVERSE SIDE OF NOTE]

                             EQUISTAR CHEMICALS, LP

                          EQUISTAR FUNDING CORPORATION

                            10 % Senior Note due 2011
                              -

     (1) Principal and Interest. The Issuers, jointly and severally, agree to
pay the principal of this Note on May 1, 2011.

     The Issuers jointly and severally agree to pay interest on the principal
amount of this Note on each Interest Payment Date, as set forth below, at the
rate of 101/8% per annum.

     Interest will be payable semi-annually (to the Holders of record of the
Notes (or any predecessor Notes) at the close of business on the Regular Record
Date immediately preceding the Interest Payment Date) on each Interest Payment
Date, commencing November 1, 2003.

     [The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated April 22, 2003, among the Issuers and the Initial
Purchasers named therein (the "Registration Rights Agreement"). Generally, in
the event that (i) the Issuers fail to file an Exchange Offer Registration
Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if
the Exchange Offer Registration Statement is not declared effective by the SEC
on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer
is not consummated on or before the 30th business day after the Exchange Offer
Registration Statement is declared effective, (iv) the Issuers are obligated to
file the Shelf Registration Statement and fail to file the Shelf Registration
Statement with the SEC on or prior to the 90th day after such filing obligation
arises, (v) the Issuers are obligated to file a Shelf Registration Statement and
the Shelf Registration Statement is not declared effective on or prior to the
120th day after the deadline to file a Shelf Registration Statement pursuant to
clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, is declared effective but
thereafter ceases to be effective or useable in connection with resales of the
Notes during the periods specified in the Registration Rights Agreement, for
such time of non-effectiveness or non-usability (each, a "Registration
Default"), the Issuers, jointly and severally, agree to pay to the Holder of
this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an
amount equal to $0.05 per week per $1,000 in principal amount of this Note 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
$0.05 per week per $1,000 in principal amount of Notes with respect to each
subsequent 90 day period until all Registration Defaults have been cured, up to
a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal
amount of Notes. The Issuers shall not be required to pay Liquidated Damages for
more

                                      A-4

<PAGE>

than one Registration Default at any given time. Following the cure of all
Registration Defaults, the accrual of Liquidated Damages will cease. All
Liquidated Damages shall be paid in the same manner and at the same time as the
payment of interest thereon].2

     Interest on this Note will accrue from the most recent date to which
interest has been paid on this Note [or the Note surrendered in exchange
herefor] or, if no interest has been paid, from April 22, 2003; provided that,
if there is no existing default in the payment of interest and if this Note is
authenticated between a Regular Record Date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such
Interest Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

     Under certain circumstances set forth in the Indenture, if the Company
makes any Permitted Dividend, the Issuers will be required to pay additional
interest on this Note to the holder of record on the applicable Notice Date.
Such interest shall be payable on the date of such Permitted Dividend and in an
amount equal to the Additional Interest Amount, and shall be payable in the form
of an additional note (an "Additional Dividend Note") that is identical in all
respects to this Note.

     The Issuers shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest (including interest paid in the
form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful,
at a rate per annum equal to 1% per annum in excess of the rate of interest
applicable to the Notes.

     (2) Method of Payment. The Issuers will pay interest (except defaulted
interest) on the principal amount of the Notes on each May 1 and November 1 to
the Persons who are Holders (as reflected in the Register at the close of
business on the April 15 and October 15 immediately preceding the Interest
Payment Date), in each case, even if the Note is canceled on registration of
transfer or registration of exchange after such Regular Record Date; provided
that, with respect to the payment of principal, the Issuers will make payment to
the Holder that surrenders this Note to any Paying Agent on or after May, 2011.

     The Issuers will pay principal, premium, if any, and interest and
Liquidated Damages, if any, in money of the United States that at the time of
payment is legal tender for payment of public and private debts (other than
interest payable in the form of Additional Dividend Notes). Payments (including
principal, premium, if any, and interest and Liquidated Damages, if any) in
respect of the Notes represented by the Global Notes, the Holders of which have
given wire transfer instructions on or prior to the relevant record date, shall
be made by wire transfer of immediately available funds to the accounts
specified by the Global Note Holder. With respect to Physical Notes, the Issuers
will make all payments of principal, premium, if any, and interest and
Liquidated Damages, if any, at

----------
     /2/  Include only for Initial Note(and Additional Dividend Notes issued in
          respect thereof).

                                      A-5

<PAGE>

the office or agency maintained by the Issuers for such purposes in The City of
New York or, at the Issuers's option, by mailing a check to each such Holder's
registered address. If a payment date is a date other than a Business Day,
payment may be made at that place on the next succeeding day that is a Business
Day and no interest shall accrue on such accrued interest for the intervening
period.

     (3) Paying Agent and Registrar. Initially, the Trustee will act as Paying
Agent and Registrar. The Issuers may change any Paying Agent or Registrar upon
written notice thereto. The Company, Equistar Funding or any Affiliate of any of
them may act as Paying Agent, Registrar or co-registrar.

     (4) Indenture; Limitations. The Issuers issued the Notes under an Indenture
dated as of April 22, 2003 (the "Indenture"), among the Issuers and The Bank of
New York, as trustee (the "Trustee"). Capitalized terms herein are used as
defined in the Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (the "TIA"). The Notes are subject
to all such terms, and Holders are referred to the Indenture and the TIA for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

     The Notes are senior unsecured obligations of the Issuers. The Indenture
limits the initial aggregate principal amount of the Notes to $450,000,000 but
permits the issuance of Additional Notes and Additional Dividend Notes subject
to compliance with the covenants contained in the Indenture.

     (5) Optional Redemption. Prior to May 1, 2007, the Notes will be
redeemable, in whole, at any time, or in part, from time to time, at the option
of the Issuers upon not less than 30 nor more than 60 days' notice at a
redemption price equal to the sum of 100% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
redemption date and the Make-Whole Amount (as defined in the Indenture).

     On or after May 1, 2007, the Notes will be redeemable in whole, at any time
or in part, from time to time, at the option of the Issuers upon not less than
30 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the redemption date, if
redeemed during the twelve-month period beginning on May 1, of the following
years:

Year                  Percentage
-------------------   ----------

2007                   105.313%
2008                   102.656%
2009 and thereafter    100.000%

     If less than all the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee in compliance with the
requirements of the

                                      A-6

<PAGE>

principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not so listed, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate; provided that no Notes of
$1,000 or less shall be redeemed in part.

     Notices of redemption shall be mailed by first class mail at least 30 but
not more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. Notices of redemption may not be
conditional. If any Note is to be redeemed in part only, the notice of
redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest and
Liquidated Damages, if any, cease to accrue on Notes or portions of them called
for redemption (unless the Issuers fail to redeem such Notes).

     (6) Repurchase upon a Change in Control and Sale of Assets. Upon the
occurrence of (a) a Change in Control, each Holder shall have the right to
require that the Issuers repurchase such Holder's Notes at a purchase price in
cash equal to 101% of the principal amount thereof on the date of purchase, plus
accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase and (b) an Asset Sale, the Issuers may be obligated to make an offer to
purchase on a pro rata basis from the Holders the Notes with the Excess Proceeds
of such Asset Sales at a purchase price equal to 100% of the principal amount of
such Notes plus accrued interest and Liquidated Damages, if any, to the date of
purchase.

     (7) Denominations; Transfer; Exchange. The Notes are in fully registered
form without coupons, in denominations of $1,000 and any integral multiples of
$1,000. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.

     (8) Persons Deemed Owners. A Holder may be treated as the owner of a Note
for all purposes.

     (9) Unclaimed Money. If money for the payment of principal, premium, if
any, or interest and Liquidated Damages, if any, remains unclaimed for two
years, the Trustee and the Paying Agent will pay the money back to the Issuers
at their written request. After that, Holders entitled to the money must look to
the Issuers for payment, unless an abandoned property law designates another
Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

     (10) Discharge Prior to Redemption or Maturity. If either Issuer
irrevocably deposits, or causes to be deposited, with the Trustee money or U.S.
Government Obligations sufficient to pay the then outstanding principal of and
premium, if any, and accrued interest and Liquidated Damages on the Notes (a) to
redemption or maturity, the Issuers will be discharged from the Indenture and
the Notes, except in certain

                                      A-7

<PAGE>

circumstances for certain sections thereof, or (b) to redemption or maturity,
the Issuers will be discharged from certain covenants set forth in the
Indenture.

     (11) Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
Outstanding, and any existing Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Notes then Outstanding. Without notice to or the consent of any
Holder, the parties thereto may amend the Indenture or the Notes to the extent
set forth in the Indenture.

     (12) Restrictive Covenants. The Indenture contains certain restrictive
covenants. Within 120 days after the end of each fiscal year, the Issuers must
report to the Trustee on compliance with such limitations.

     (13) Events of Default. If an Event of Default, as defined in the
Indenture, occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the Notes may declare all the Notes to be due and
payable. If a bankruptcy or insolvency default with respect to either Issuer or
any Significant Subsidiary that is a Subsidiary Guarantor occurs and is
continuing, the Notes automatically become due and payable. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
principal amount of the Notes then outstanding may direct the Trustee in its
exercise of remedies.

     (14) Additional Subsidiary Guarantees. If any of the Company's Restricted
Subsidiaries shall Guarantee or secure the payment of any other Indebtedness of
the Company or any of its Restricted Subsidiaries, then, subject to certain
exceptions specified in the Indenture, such Restricted Subsidiary shall become a
Subsidiary Guarantor by executing a supplemental indenture. Each Subsidiary
Guarantor will irrevocably and unconditionally guarantee, jointly and severally,
on a senior basis, the full and punctual payment (whether at Stated Maturity,
upon acceleration, optional redemption, upon repurchase following a Change of
Control Offer or an Asset Sale Offer or otherwise) of the principal of, premium,
if any, and interest and Liquidated Damages, if any, on, and all other amounts
payable under, this Note provided for under this Indenture, and the full and
punctual payment of all other amounts payable by the Issuers under the
Indenture; provided that, notwithstanding anything to the contrary herein, the
aggregate amount of the Obligations guaranteed under the Indenture by any
Subsidiary Guarantor shall be limited in amount to the maximum amount that would
not render such Subsidiary Guarantor's obligations subject to avoidance under
the applicable fraudulent conveyance provisions of the United States Bankruptcy
Code or any comparable provision of any applicable state law.

     (15) Trustee Dealings with Issuer. The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may make loans to, accept deposits from, perform services for, and otherwise
deal with, each Issuer and its Affiliates as if it were not the Trustee.

                                      A-8

<PAGE>

     (16) Authentication. This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note.

     (17) Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).

     (18) Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any principles of conflict of laws to the extent that the application
of the law of another jurisdiction is required thereby.

     The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to the Issuers, One Houston
Center, Suite 700, 1221 McKinney, Houston, Texas 77010; Attention: General
Counsel.

                                      A-9

<PAGE>

                            [FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

--------------------------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)

--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

--------------------------------------------------------------------------------
attorney to transfer such Note on the books of the Issuers with full power of
substitution in the premises.

                                      A-10

<PAGE>

                     [THE FOLLOWING PROVISION TO BE INCLUDED
             ON ALL CERTIFICATES BEARING A PRIVATE PLACEMENT LEGEND]

     In connection with any transfer of this Note occurring prior to
              , the undersigned confirms that without utilizing any general
--------------
solicitation or general advertising that:

                                    Check One

          (a) this Note is being transferred in compliance with the exemption
from registration under the Securities Act of 1933, as amended, provided by Rule
144A thereunder. [ ]

          (b) this Note is being transferred in compliance with Regulation S
under the Securities Act and a certificate in the form specified by the
Indenture is being furnished herewith. [ ]

          (c) this Note is being transferred in compliance with the exemption
from registration under the Securities Act of 1933, as amended, provided by Rule
144 thereunder. [ ]

          (d) this Note is being transferred to the Company. [ ]

                                       or

          (e) this Note is being transferred other than in accordance with (a),
(b) or (c) above and documents are being furnished which comply with the
conditions of transfer set forth in this Note and the Indenture. [ ]

     If none of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 3.13 and 3.14 of the Indenture
shall have been satisfied.

Date:
     --------------------------
--------------------

                                           NOTICE: The signature to this
                                           assignment must correspond with the
                                           name as written upon the face of the
                                           within-mentioned instrument in every
                                           particular, without alteration or any
                                           change whatsoever.

Signature Guarantee:
                     -------------------------------

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation

                                      A-11

<PAGE>

in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      --------------------------

              -------------------------------
                                          To be executed by an executive officer

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you wish to have this Note purchased by the Issuers pursuant to Section
4.10 or Section 4.13 of the Indenture, check the box: [ ]

     If you wish to have a portion of this Note purchased by the Issuers
pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount (in
original principal amount) below:

$                     .
 ---------------------

Date:
     --------------------------


Your Signature:
               -----------------------------

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:
                    -----------------------------

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-13

<PAGE>

                       SCHEDULE OF EXCHANGES OF SECURITIES

The following exchanges of a part of this Global Note for Physical Notes or a
part of another Global Note have been made:

<TABLE>
<CAPTION>
                                                               Principal Amount of
                                                                 this Global Note
                    Amount of decrease    Amount of increase      following such         Signature of
                   in principal amount   in principal amount       decrease (or      authorized officer of
Date of Exchange   of this Global Note   of this Global Note        increase)               Trustee
----------------   -------------------   -------------------   -------------------   ---------------------
<S>                <C>                   <C>                   <C>                   <C>

</TABLE>

                                      A-14

<PAGE>

                                                                       EXHIBIT B

                             SUPPLEMENTAL INDENTURE

                           dated as of            ,
                                       -----------  -------

                                      among

                             EQUISTAR CHEMICALS, LP,

                          EQUISTAR FUNDING CORPORATION,

                                   as Issuers

                             [SUBSIDIARY GUARANTORS]

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

                           10 % Senior Notes due 2011
                             -

                                      B-1

<PAGE>

          THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), entered
into as of           ,     , among EQUISTAR CHEMICALS, LP., a Delaware limited
           ----------  ----
partnership (the "Company"), EQUISTAR FUNDING CORPORATION, a Delaware
Corporation ("Equistar Funding") (collectively, the "Issuers") [INSERT EACH
Subsidiary Guarantor Executing This Supplemental Indenture and Its jurisdiction
of incorporation] (each an "Undersigned") and THE BANK OF NEW YORK, as trustee
(the "Trustee").

                                    RECITALS

          WHEREAS, the Issuers and the Trustee entered into the Indenture, dated
as of April 22, 2003 (the "Indenture"), relating to the Issuers's 10_% Senior
Notes due 2008 (the "Notes");

          WHEREAS, as a condition to the Trustee entering into the Indenture and
the purchase of the Notes by the Holders, the Issuers agreed, subject to certain
exceptions, pursuant to Section 4.22 of the Indenture to cause any Restricted
Subsidiary that has guaranteed or secured Indebtedness of the Company or any of
its Restricted Subsidiaries to provide Subsidiary Guarantees.

                                    AGREEMENT

          NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties hereto hereby
agree as follows:

          Section 1. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.

          Section 2. Each Undersigned, by its execution of this Supplemental
Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be
bound by the terms of the Indenture applicable to Subsidiary Guarantors,
including, but not limited to, Article 13 thereof.

          Section 3. This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York.

          Section 4. This Supplemental Indenture may be signed in various
counterparts which together shall constitute one and the same instrument.

          Section 5. This Supplemental Indenture is an amendment supplemental to
the Indenture and said Indenture and this Supplemental Indenture shall
henceforth be read together.

                                      B-2

<PAGE>

          IN WITNESS WHEREOF, the parties have duly executed and delivered this
Supplemental Indenture or have caused this Supplemental Indenture to be duly
executed on their respective behalf by their respective officers thereunto duly
authorized, as of the day and year first above written.

                                          EQUISTAR CHEMICALS, LP


                                          By:
                                              -------------------------------
                                              Name:
                                              Title:


                                          EQUISTAR FUNDING CORPORATION


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                          [SUBSIDIARY GUARANTORS]


                                          THE BANK OF NEW YORK,
                                             as Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                      B-3

<PAGE>

                                                                       EXHIBIT C

                   Form of Certificate of Beneficial Ownership

The Bank of New York
101 Barclay Street
Floor 8 West
New York, NY 10286

Attention: Corporate Trust Administration

          Re:  EQUISTAR CHEMICALS, LP and EQUISTAR FUNDING CORPORATION
               10 % Senior Notes due 2011 (the "Notes") Issued under the
                 -
               Indenture (the "Indenture") dated as of April 22, 2003
               relating to the Notes

          This is to certify that based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations ("Member Organizations") appearing in our records as persons being
entitled to a portion of the principal amount of Notes represented by the
Temporary Offshore Global Note issued under the above-referenced Indenture, that
as of the date hereof, $     principal amount of Notes represented by the
                        ----
Regulation S Temporary Global Note being submitted herewith for exchange is
beneficially owned by persons who are either (i) non-U.S. persons (within the
meaning of Regulation S under the Securities Act of 1933, as amended) or (ii)
U.S. persons who purchased the Notes in a transaction that did not require
registration under the Securities Act of 1933, as amended. We further certify
that (i) we are not submitting herewith for exchange any portion of such
Temporary Offshore Global Note excepted in such Member Organization
certifications and (ii) as of the date hereof we have not received any
notification from any Member Organization to the effect that the statements made
by such Member Organization with respect to any portion of such Temporary
Offshore Global Note submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof. Accordingly, you are hereby
requested to (i) exchange $       of such beneficial interest held by non-U.S.
                           ------
persons in the Temporary Offshore Global Note for an equivalent beneficial
interest in a Permanent Offshore Global Note and (ii) transfer $         of such
                                                                --------
beneficial interest held by U.S. persons in the Temporary Offshore Global Note
into an equivalent beneficial interest in the U.S. Global Note.

                                      C-1

<PAGE>

          You and the Issuers are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

          Yours faithfully,
                                          [JPMORGAN CHASE BANK, Brussels office,
                                          as operator of the Euroclear System]

                                                         OR

                                          [CLEARSTREAM BANKING SA]


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:
Date:
     ----------------
                                      C-2

<PAGE>

                                                                       EXHIBIT D

                       Form of Certificate to be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                   ,
          ---------  ----

The Bank of New York
101 Barclay Street
Floor 8 West
New York, NY 10286

Attention: Corporate Trust Administration

          Re:  EQUISTAR CHEMICALS, LP and EQUISTAR FUNDING CORPORATION
               10 % Senior Notes due 2011 (the "Notes")
                 -

Dear Sirs:

          In connection with our proposed sale of U.S.$         aggregate
                                                       --------
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended, and, accordingly, we represent that:

          (1) the offer of the Notes was not made to a person in the United
States;

          (2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

          (3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and

          (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act of 1933.

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          You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                          Very truly yours,

                                          [Name of Transferor]


                                          By:
                                              ----------------------------------
                                                     Authorized Signatory

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                                                                       EXHIBIT E

                     Form of Accredited Investor Certificate
                       Transferee Letter of Representation

The Bank of New York
101 Barclay Street
Floor 8 West
New York, NY 10286

Attention: Corporate Trust Administration

Ladies and Gentlemen:

          In connection with our proposed purchase of $[___] aggregate principal
amount of the 10 % Senior Notes due 2011 (the "Notes") of Equistar Chemicals, LP
                -
(the "Company" and Equistar Funding Corporation (the "Issuers"), we confirm
that:

          1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act"), purchasing for our own account or for the
account of such an institutional "accredited investor" as to which we exercise
sole investment discretion, and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any account for which we are
acting are each able to bear the economic risk of our or its investment.

          2. We understand and acknowledge that the Notes have not been
registered under the Securities Act or any other applicable securities law, and
that the Notes may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any account for which we
are acting, that if we should sell any Notes within the time period referred to
in Rule 144(k) of the Securities Act, we will do so only (A) to the Company, (B)
pursuant to an effective registration statement under the Securities Act, (C) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (D) in an offshore transaction in accordance with
Rule 904 of Regulation S under the Securities Act, (E) to an institutional
"accredited investor" (as defined above) in an aggregate principal amount of not
less than $100,000 that, prior to such transfer, furnishes to the Trustee under
the Indenture a signed letter containing certain representations and agreements
relating to the restrictions on transfer of the Notes (the form of which letter
can be obtained from the Trustee) or (F) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), or
any other available exemption from the registration requirements of the
Securities Act and in each case in compliance with the terms of the Indenture
(which terms require the delivery of such opinions and certifications as the
Issuers and the Trustee may require in connection with transfers pursuant to (E)
and (F)), and we further agree to

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provide to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein.

          3. We are acquiring the Notes for investment purposes and not with a
view to distribution thereof or with any present intention of offering or
selling any Notes, except as permitted above.

          You and the Issuers are entitled to rely upon this letter and you are
irrevocably authorized to produce this letter or a copy hereto to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

          THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF, OTHER THAN ANY MANDATING THE APPLICATION OF SUCH LAWS).

                                          Very truly yours,

                                          (Name of Purchaser)


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                          Date:
                                                --------------------------------

          Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:


By:
    ------------------------------------

Date:
      ----------------------------------

Taxpayer ID number:
                    --------------------

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