SIXTH AMENDMENT and WAIVER dated as of



	 	
     SIXTH AMENDMENT and WAIVER dated as of

	
	
November 10, 2003, (this "Amendment") to the FIVE-YEAR CREDIT

AGREEMENT dated as of October 28, 1999, as amended through the date

hereof (as it may be further amended, restated, supplemented or otherwise

modified from time to time, the "Credit Agreement"), among CROMPTON

CORPORATION (formerly known as CK Witco Corporation) (the

"Company"); the Eligible Subsidiaries referred to therein; the BANKS referred

to therein; JPMORGAN CHASE BANK (formerly known as THE CHASE

MANHATTAN BANK) ("JPMORGAN"), as Syndication Agent; CITICORP

USA, INC. (as successor to Citibank, N.A. in its capacity as Administrative

Agent), as Administrative Agent; and BANK OF AMERICA, N.A. and

DEUTSCHE BANK SECURITIES INC. (formerly known as DEUTSCHE

BANC ALEX. BROWN INC.), as Co-Documentation Agents. 







                    WHEREAS, the Company, the Eligible Subsidiaries, the Banks, the Co-Documentation

Agents, the Syndication Agent and the Administrative Agent are parties to the Credit Agreement;


                    WHEREAS, pursuant to the Credit Agreement, the Banks have made and agreed to make

certain loans to the Borrowers; and


                    WHEREAS, the Company has requested, and the Banks whose signatures appear below, 

constituting the Required Banks, have agreed that certain provisions of the Credit Agreement be modified

in the manner and subject to the conditions set forth herein;


                    NOW, THEREFORE, in consideration of the mutual agreements herein contained and

other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the

parties hereto hereby agree as follows:


                    SECTION 1. Defined Terms. Capitalized terms used but not defined herein have the

meanings assigned to them in the Credit Agreement.


                    SECTION 2. Amendments to Article 1. (a) Section 1.01 of the Credit Agreement is

amended by adding the following defined terms in their appropriate alphabetical order:


                    "'Amendment No. 6 Effective Date' means the date on which Amendment No. 6 to this

Agreement became effective."


                     "'Permitted Investments' means:


                     (a) direct obligations of, or obligations the principal of and interest on which are

           unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent

           such obligations are backed by the full faith and credit of the United States of America), in each case

           maturing within one year from the date of acquisition thereof;


                     (b) investments in commercial paper maturing within 270 days from the date of

           acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from

           S&P or from Moody's;


                     (c) investments in certificates of deposit, banker's acceptances and time deposits

         maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed

           with, and money market deposit accounts issued or offered by, any domestic office of any




 

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           commercial bank organized under the laws of the United States of America or any State thereof

           which has a combined capital and surplus and undivided profits of not less than $500,000,000;


                     (d) fully collateralized repurchase agreements with a term of not more than 30 days for

           securities described in clause (a) above and entered into with a financial institution satisfying the

           criteria described in clause (c) above; and


                     (e) money market funds that (i) comply with the criteria set forth in Securities and

           Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA

           by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000."


                     (b) Section 1.01 of the Credit Agreement is amended by deleting the following defined

           terms: (i) "Collateral Release"; (ii) "Release Date"; and (iii) "Release Conditions".


                    SECTION 3. Amendment to Article 2. Section 2.11(f) of the Credit Agreement is

amended to read as follows:


                    "(f) In the event and on each occasion that the Company or any Subsidiary shall

complete any Asset Sale, the Company shall (i) promptly deliver to the Administrative Agent a certificate

executed by a Financial Officer of the Company describing the assets sold and setting forth the aggregate

amount of Net Cash Proceeds received or to be received and the calculation thereof, and (ii) promptly

following any receipt by the Company or any Subsidiary of Net Cash Proceeds with respect to such Asset

Sale, prepay Loans in an amount equal to the lesser of 100% of such Net Cash Proceeds and the aggregate

principal amount of the Loans at the time outstanding."


                    SECTION 4. Amendments to Article 5. (a) Section 5.07(a) of the Credit Agreement is

amended to read as follows:


                     "(a) The Company will not permit the Leverage Ratio at any time during any period

beginning on a date set forth below and ending on a date immediately preceding the date listed immediately

below such beginning date (if any) to be in excess of the ratio set forth below opposite such initial date:


	
Date
	
Ratio

	 	 
	
Amendment No. 6 Effective Date
	
4.25 to 1.00

	 	 
	
July 1, 2004
	
3.50 to 1.00"





                     (b) Section 5.07(b) of the Credit Agreement is amended to read as follows:

                     "(b) The Company will not permit the Interest Coverage Ratio for any four-fiscal quarter

period ending on or after any date set forth below and prior to the date listed immediately below such

beginning date (if any) to be less than the ratio set forth below opposite such initial date:


	
Date
	
Ratio


	
Amendment No. 6 Effective Date
	
2.25 to 1.00

	 	 
	
June 30, 2004
	
2.75 to 1.00

	 	 
	
September 30, 2004
	
3.00 to 1.00"





 

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                     (c) Section 5.08(h) of the Credit Agreement is amended by replacing "$50,000,000" with

"$25,000,000".


                     (d) The last paragraph of Section 5.08 of the Credit Agreement is amended to read as

follows to eliminate references to the pledge of capital stock of Crompton B.V.:


                    "provided, however, neither the Company nor any Subsidiary shall create, assume or

suffer to exist any Lien on any asset now owned or hereafter acquired by it in connection with any

amendment, extension, refinancing or replacement of any existing agreement for borrowed money without

equally and ratably securing the Obligations on terms and under documentation satisfactory to the

Administrative Agent and the Syndication Agent."


                     (e) Article 5 of the Credit Agreement is amended by adding the following section at the

end thereof:


                    "SECTION 5.19. Investments. The Company will not, and will not permit any

Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a

Wholly-Owned Consolidated Subsidiary prior to such merger) any Equity Interests in or evidences of

indebtedness or other securities (including any option, warrant or other right to acquire any of the

foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or

permit to exist any investment or any other interest in , any other Person (all the foregoing being

collectively called "Investments"), or purchase or otherwise acquire (in one transaction or a series of

transactions) any assets of any other Person that constitute a business unit, except:


                    (a) investments existing on the Amendment No. 6 Effective Date;


                    (b) Permitted Investments;


                    (c) investments and acquisitions in which consideration paid consists solely of the

           common stock of the Company;


                    (d) Guarantees under the Subsidiary Guarantee Agreement;


                    (e) Guarantees of obligations of third parties existing on the Amendment No. 6 Effective

           Date and set forth on Schedule 5.19;


                    (f) (i) investments by the Borrower and the Subsidiaries in Equity Interests in their

           respective subsidiaries; (ii) loans or advances made by the Borrower to Subsidiaries or by

           Subsidiaries to the Borrower or other Subsidiaries; and (iii) Guarantees by the Borrower of Debt

           of Subsidiaries;


                    (g) investments received in connection with the bankruptcy or reorganization of, or

           settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the

           ordinary course of business;


                    (h) a Guarantee by Crompton International Corporation of indebtedness outstanding

           under the Crompton Indenture, to the extent required under such indenture by reason of the

           Guarantee by Crompton International Corporation under the Subsidiary Guarantee Agreement;

           and


                     (i) other investments, loans, advances and Guarantees in an aggregate amount existing at

           any time not greater than $[25,000,000]."


 

 

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                    SECTION 5. Amendment to Article 6. Section 6.01(m) of the Credit Agreement is

amended by deleting the words "and prior to the Collateral Release".


                    SECTION 6. Amendment to Article 11. (a) Section 11.12 of the Credit Agreement is

amended by deleting paragraphs (b) and (c) thereof and redesignating paragraph (d) thereof as

paragraph (b).


                    SECTION 7. Amendment of Exhibits. Exhibit K to the Credit Agreement is hereby

amended by replacing the Schedule I thereof with the Schedule I attached hereto.


                    SECTION 8. Amendment of Schedules. The Credit Agreement is hereby amended by

adding Schedule 5.19 attached hereto.


                    SECTION 9. Waiver. The Banks hereby waive any failure of the Company to comply

with the provisions of Section 5.07 during the period ending on the date immediately preceding the

Amendment No. 6 Effective Date.


                    SECTION 10. Representations and Warranties. To induce the other parties hereto to

enter into this Amendment, the Company hereby represents and warrants that:



	The representations and warranties set forth in Article 4 of the Credit Agreement, as

           amended by this Amendment, are true and correct on and as of the date hereof,

           except to the extent such representations and warranties specifically relate to an

           earlier date;





                    (b) After giving effect to the amendments and waivers provided for in this Amendment,

           no Default or Event of Default has occurred and is continuing;


                    (c) This Amendment, when duly executed and delivered by the Company, shall

           constitute a legal, valid and binding obligation of the Company enforceable against the Company

           in accordance with its terms; and


                    (d) As of the date hereof, there are no Designated Subsidiaries other than Uniroyal

           Chemical Company, Inc. (d/b/a Crompton Manufacturing Company, Inc.) and Crompton



                    SECTION 11. Amendment Fee. The Company agrees to pay to the Administrative

Agent, for the account of each Bank that shall have executed and delivered to the Syndication Agent a

counterpart of this Amendment prior to 5:00 p.m., New York City time, on November [10], 2003, a

nonrefundable amendment fee equal to .15% of the aggregate amount of such Bank's Commitment,

whether used or unused, on the date hereof, payable in immediately available funds.


                    SECTION 12. Conditions to Effectiveness. This Amendment shall become effective on

the date (the "Amendment No. 6 Effective Date") on which each of the following conditions has been

satisfied:


                    (a) The Syndication Agent shall have received counterparts of this Amendment that,

           when taken together, bear the signatures of the Company, the Required Banks, the Syndication

           Agent and each Subsidiary Guarantor.


                    (b) The Administrative Agent shall have received the amendment fees payable to the

           Banks under Section 11.


                     (c) The Administrative Agent and the Syndication Agent shall have received payment of

           all fees and expenses, included to the extent invoiced, reimbursement or payment of all out-of-



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           pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed

           or paid by the Company under the Credit Agreement.


                    (d) The Administrative Agent shall have received a Supplement in the form of Annex 1

to the Subsidiary Guarantee Agreement, executed by Crompton International Corporation.


                    SECTION 13. Effect of Amendment. (a) On and after the Amendment No. 6 Effective

Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "herein", or words of like

import shall mean and be a reference to the Credit Agreement, as amended hereby. Except as expressly set

forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or

otherwise affect the rights and remedies of the Banks under the Credit Agreement or any other Loan

Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,

covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which

areratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be

deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change

of,

any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or

any other Loan Document in similar or different circumstances. This Amendment shall apply and be

effective only with respect to the provisions of the Credit Agreement specifically referred to herein.

(b) Nothing herein will be deemed to reduce the obligations of any Subsidiary Guarantor

under the Subsidiary Guarantee Agreement, which shall remain in full force and effect.


                    SECTION 14. Counterparts. This Amendment may be executed by one or more parties

to this Amendment in any number of separate counterparts, each of which shall constitute an original, but

all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a

signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually

executed counterpart hereof.


                    SECTION 15. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED

IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


                    SECTION 16. Headings. Section headings used herein are for convenience of reference

only, are not part of, and are not to be taken into consideration in interpreting, this Amendment.

SECTION 17. Expenses. The Company shall reimburse the Syndication Agent and the

Collateral Agent for their reasonable out-of-pocket expenses in connection with this Amendment, including

the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.


 

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                    IN WITNESS WHEREOF, the Company, the Subsidiary Guarantors, the Administrative

Agent and the undersigned Banks have caused this Amendment to be duly executed by their duly

authorized officers, all as of the date first above written.


 

	 	
CROMPTON CORPORATION

	 	 	 
	 	 	 
	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title:

	 	 	 
	 	 	 
	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title:






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                                                Each of the Subsidiary Guarantors hereby acknowledges

                                                receipt of, and consents to the terms of, this Amendment.


                                                UNIROYAL CHEMICAL COMPANY, INC. (D/B/A

                                                CROMPTON MANUFACTURING COMPANY, INC.),

	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title:

	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title:





 

                                                CROMPTON INTERNATIONAL CORPORATION,

	 	 	 
	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title:

	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title:





 

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                                                CITICORP USA, INC., individually, as Administrative Agent

                                                and as Collateral Agent,

	 	 	 
	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title:





 

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                                                JPMORGAN CHASE BANK (formerly known as THE

                                                CHASE MANHATTAN BANK), individually and or

                                                Syndication Agent,

	 	 	 
	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title:

	 	 	 
	 	 	 
	
	
	

	 	 	
Name:

	 	 	
Title:

	 	 	
270 Park Avenue

	 	 	
New York, NY 10017






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                                                SIGNATURE PAGE TO THE CROMPTON

                                                CORPORATION SIXTH AMENDMENT AND WAIVER

                                                DATED AS OF NOVEMBER [10], 2003 TO THE FIVEYEAR

                                                CREDIT AGREEMENT DATED AS OF OCTOBER

                                                28, 1999, AS AMENDED THROUGH THE DATE HEREOF

	
                                                 Name of Institution:
	 
	
	

	 	 	 
	 	 	 
	 	
   By
	 
	
	
	

	 	 	
Name:

	 	 	
Title: