EXECUTION COPY


WAIVER NO. 2 dated as of March 26, 2004, (this

"Waiver") 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, 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 waived 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:



	Defined Terms.  Capitalized terms used but not

defined herein have the meanings assigned to them in the Credit Agreement.

	Waiver.  The Required Banks hereby (a) waive

the provisions of Section 5.09 of the Credit Agreement to the extent, and

only to the extent, necessary to permit the sale by the Company of the

Equity Interests held by it in Gustafson LLC, a Delaware limited liability

company, and Gustafson Partnership, a general partnership formed under the

laws of the Province of Ontario, Canada, (collectively, the "Gustafson

Equity Interests") for cash in an aggregate amount at least equal to

$100,000,000 (the "Proposed Sale") and (b) acknowledge and agree that the

Proposed Sale shall not be deemed to utilize the basket set forth in clause

(C) of Section 5.09 for sales, leases and transfers of the assets of the

Company and its Subsidiaries; provided that the foregoing waiver shall be

effective only if (i) the date the Proposed Sale is consummated shall be on

or prior to June 30, 2004, and (ii) the Company shall prepay Loans in an

amount equal to 100% of the Net Cash Proceeds of the Proposed Sale as

required by Section 2.11(f) of the Credit Agreement.

	Collateral Release.  The Banks hereby

acknowledge and agree that, in accordance with the provisions of the

Security Agreement, upon the completion of the sale of the Gustafson

Equity Interests, any security interest held by the Collateral Agent for the

benefit of the Secured Parties in the Equity Interests which are sold or

otherwise transferred in such sale will, subject to the application of the

proceeds of such sale as provided in Section 2 hereof, terminate without

further action on the part of the Company, the Collateral Agent or any other

party.

	Waiver 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

Waiver prior to 5:00 p.m., New York City time, on March 26, 2004, a

nonrefundable waiver fee (the "Waiver Fee") equal to .05% of the aggregate

amount of such Bank's Commitment, whether used or unused, on the date

hereof, payable in immediately available funds.

	Representations and Warranties.  To induce the

other parties hereto to enter into this Waiver, the Company hereby

represents and warrants that:

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

Agreement are true and correct on and as of the date hereof, except (i) to the extent such

representations and warranties specifically relate to an earlier date and (ii) with respect to

Section 4.04(b) of the Credit Agreement, as to any matter which has heretofore been

disclosed in writing by the Company to the Banks;
	No Default or Event of Default has occurred and is continuing; 
	This Waiver shall, when duly executed and delivered by the Company

and upon satisfaction of the conditions to effectiveness of this Waiver set forth in Section

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

against the Company in accordance with its terms.



	Conditions to Effectiveness.  This Waiver shall

become effective on the date on which each of the following conditions has

been satisfied:

	The Syndication Agent shall have received counterparts of this Waiver

that, when taken together, bear the signatures of the Company and the Required Banks.
	The Administrative Agent shall have received payment of the Waiver

Fee.



	Effect of Waiver.  Except as expressly set

forth herein, this Waiver 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 (except to

the extent Section 3 hereof constitutes a release of all Liens, if any, on the

Gustafson Equity Interests pursuant to the Security Agreement), 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 are ratified 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 Waiver shall

apply and be effective only with respect to the provisions of the Credit

Agreement specifically referred to herein.

	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.



	Counterparts.  This Waiver may be executed

by one or more parties to this Waiver 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 Waiver by facsimile

transmission shall be as effective as delivery of a manually executed

counterpart hereof.

	APPLICABLE LAW.  THIS WAIVER

SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED

BY THE LAWS OF THE STATE OF NEW YORK.

	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 Waiver.

	Expenses.  The Company shall reimburse the

Syndication Agent and the Collateral Agent for their reasonable out-of-

pocket expenses in connection with this Waiver, including the reasonable

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

IN WITNESS WHEREOF, the Company, the Administrative Agent and

the undersigned Banks have caused this Waiver 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:


Each of the Subsidiary Guarantors hereby

acknowledges receipt of, and consents to the terms

of, this Waiver.


 

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:


 

 

 

CITICORP USA, INC., individually, as

Administrative Agent and as Collateral Agent,


 

 

By



Name: 

Title:


JPMORGAN CHASE BANK (formerly known as

THE CHASE MANHATTAN BANK), individually

and as Syndication Agent,


 

 

By



Name: 

Title:


 

 

Name: 

Title:


270 Park Avenue

New York, NY 10017










Signature Page to the Crompton

corporation WAIVER dated as of

MARCH 26, 2004 to the FIVE-YEAR Credit

Agreement dated as of October 28,

1999, as amended through the date

hereof


 





Name of Institution:__________________________________

By



Name: 

Title: