Unassociated Document


    

      EXECUTION
VERSION

       

      SECOND
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

       

      Dated as
of December 30, 2008

       

      From

       

      The
Grantors referred to herein

       

      as
Grantors

       

      to

       

      Citibank,
N.A.

       

      as
Agent


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE  OF  CONTENTS

       

      
        
          
            	
                    Section

                  	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    Section
      1.

                  	
                    Definitions

                  	
                    4

                  
	 
      	 
      	 
      
	
                    Section
      2.

                  	
                    Grant
      of Security

                  	
                    5

                  
	 
      	 
      	 
      
	
                    Section
      3.

                  	
                    Security
      for Obligations

                  	
                    6

                  
	 
      	 
      	 
      
	
                    Section
      4.

                  	
                    Grantors
      Remain Liable

                  	
                    7

                  
	 
      	 
      	 
      
	
                    Section
      5.

                  	
                    Delivery
      and Control of Security Collateral

                  	
                    7

                  
	 
      	 
      	 
      
	
                    Section
      6.

                  	
                    Representations
      and Warranties

                  	
                    7

                  
	 
      	 
      	 
      
	
                    Section
      7.

                  	
                    Further
      Assurances

                  	
                    9

                  
	 
      	 
      	 
      
	
                    Section
      8.

                  	
                    As
      to Inventory

                  	
                    10

                  
	 
      	 
      	 
      
	
                    Section
      9.

                  	
                    Insurance

                  	
                    11

                  
	 
      	 
      	 
      
	
                    Section
      10.

                  	
                    Post-Closing
      Changes

                  	
                    11

                  
	 
      	 
      	 
      
	
                    Section
      11.

                  	
                    Voting
      Rights; Dividends; Etc.

                  	
                    12

                  
	 
      	 
      	 
      
	
                    Section
      12.

                  	
                    Transfers
      and Other Liens; Additional Shares.

                  	
                    12

                  
	 
      	 
      	 
      
	
                    Section
      13.

                  	
                    Agent
      Appointed Attorney-in-Fact

                  	
                    13

                  
	 
      	 
      	 
      
	
                    Section
      14.

                  	
                    Agent
      May Perform

                  	
                    13

                  
	 
      	 
      	 
      
	
                    Section
      15.

                  	
                    The
      Agent’s Duties

                  	
                    13

                  
	 
      	 
      	 
      
	
                    Section
      16.

                  	
                    Remedies

                  	
                    14

                  
	 
      	 
      	 
      
	
                    Section
      17.

                  	
                    Indemnity
      and Expenses.

                  	
                    16

                  
	 
      	 
      	 
      
	
                    Section
      18.

                  	
                    Amendments;
      Waivers; Additional Grantors; Etc.

                  	
                    16

                  
	 
      	 
      	 
      
	
                    Section
      19.

                  	
                    Notices,
      Etc.

                  	
                    16

                  
	 
      	 
      	 
      
	
                    Section
      20.

                  	
                    Continuing
      Security Interest; Assignments Under the Credit Agreement

                  	
                    17

                  
	 
      	 
      	 
      
	
                    Section
      21.

                  	
                    Release;
      Termination

                  	
                    17

                  
	 
      	 
      	 
      
	
                    Section
      22.

                  	
                    Reference
      to and Effect on the Pledge Agreement

                  	
                    18

                  
	 
      	 
      	 
      
	
                    Section
      23.

                  	
                    Execution
      in Counterparts

                  	
                    18

                  
	 
      	 
      	 
      
	
                    Section
      24.

                  	
                    Jurisdiction,
      Etc.

                  	
                    18

                  
	 
      	 
      	 
      
	
                    Section
      25.

                  	
                    Governing
      Law

                  	
                    19

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          	
                  Schedules

                
	 
      	 
      	 
      
	
                  Schedule I

                	
                  –

                	
                  Type
      of Organization, Jurisdiction Of Organization and Organizational
      Identification Number

                
	 
      	 
      	 
      
	
                  Schedule II

                	
                  –

                	
                  Pledged
      Equity

                
	 
      	 
      	 
      
	
                  Schedule III

                	
                  –

                	
                  Changes
      in Name, Etc.

                
	 
      	 
      	 
      
	
                  Schedule
      IV

                	 
      	
                  Location
      of Inventory

                
	 
      	 
      	 
      
	
                  Schedule
      V

                	 
      	
                  Description
      of Collateral

                
	 
      	 
      	 
      
	
                  Exhibit

                
	 
      	 
      	 
      
	
                  Exhibit A

                	
                  –

                	
                  Form
      of Pledge and Security Agreement
Supplement

                


        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        SECOND
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

      

       

      SECOND
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of December 30, 2008
(the “Agreement”)
made by Chemtura Corporation, a Delaware corporation (the “Borrower”),
the other Persons listed on the signature pages hereof and the Additional
Grantors (as defined in Section 18) (the Borrower, the Persons so listed
and the Additional Grantors being, collectively, the “Grantors”),
to Citibank, N.A., as Agent (as such term is defined in the Credit Agreement (as
hereinafter defined)).  Capitalized terms defined in the Credit
Agreement and not otherwise defined in Section 1 of this Agreement are used in
this Agreement as defined in the Credit Agreement.

       

      PRELIMINARY
STATEMENTS.

       

      (1)           The
Borrower entered into a Credit Agreement dated as of July 1, 2005 with the
Lenders and the Agent, which was amended and restated on July 31, 2007 (said
Agreement, as it may hereafter be further amended, amended and restated,
supplemented or otherwise modified from time to time, being the “Credit
Agreement”).

       

      (2)           Certain
of the Grantors entered into a Pledge Agreement on June 14, 2007 in order to
grant to the Agent for the ratable benefit of the Secured Parties a security
interest in the Collateral, which Pledge Agreement was amended and restated on
July 31, 2007 (as amended and restated, the “Existing Pledge
Agreement”).

       

      (3)           Each
Grantor is the owner of the shares of stock or other Equity Interests set forth
opposite such Grantor’s name on and as otherwise described in Schedule II
hereto and issued by the Persons identified as an “Issuer” therein (the “Initial Pledged
Equity”).

       

      (4)           The
Borrower has requested that the Agent and the Lenders further amend the Credit
Agreement and each Grantor will derive substantial direct and indirect benefit
from the Amendment No. 2 to the Amended and Restated Credit Agreement on the
terms set forth therein.

       

      (5)           The
Borrower has agreed that, prior to the execution of Amendment No. 2 to the
Amended and Restated Credit Agreement, the Borrower and the other Grantors amend
and restate the Existing Pledge Agreement in its entirety as of the date hereof
on the terms and conditions set forth herein, to, inter alia, grant to the Agent
a security interest in their Inventory (as hereinafter defined).

       

      NOW,
THEREFORE, in consideration of the premises, each Grantor hereby agrees with the
Agent for the ratable benefit of the Secured Parties as
follows:


      
        
           


        

        
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      Section
1.           Definitions Unless otherwise defined
in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of
the UCC (as defined below) are used in this Agreement as such terms are defined
in such Article 8 or 9.  “UCC” means
the Uniform Commercial Code as in effect, from time to time, in the State of New
York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, “UCC” means
the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.  As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

       

      “2009 Indenture” shall
mean the indenture dated as of July 16, 1999, between the Borrower (as successor
in interest to Great Lakes Chemical Corporation) and The First National Bank of
Chicago, as trustee, as amended from time to time.

       

      “2009 Indenture
Basket” shall mean, at any time, the amount of outstanding secured
obligations that were originally able to be created and incurred and are then
permitted to suffer to exist and be secured by the Borrower and its Subsidiaries
pursuant to Section 4.9 of the 2009 Indenture without the requirement to equally
and ratably secure any of the notes issued pursuant to the 2009 Indenture,
including any liens of the Secured Parties that were permitted to be taken and
suffer to exist under Section 4.7 or otherwise under the 2009
Indenture.

       

      “2016 Indenture” shall
mean the
indenture dated as of April 24, 2006, between the Borrower and Wells Fargo Bank,
N.A., as trustee, as amended from time to time.

       

      “2016 Indenture
Basket” shall mean, at any time, the amount of outstanding secured
obligations that were permitted to be incurred and secured (at the time of
incurrence) by the Borrower and its Subsidiaries pursuant to Section 1006(b) the
2016 Indenture without the requirement to equally and ratably secure any of the
notes issued pursuant to the 2016 Indenture, including any liens of the Secured
Parties that were permitted to be taken under Section 1006(a) or otherwise under
the 2016 Indenture.

       

      “2026 Indenture” shall
mean the
indenture dated as of February 1, 1993, between the Borrower and JPMorgan Chase
Bank, N.A. (formerly known as The Chase Manhattan Bank, N.A.), as trustee, as
amended from time to time.

       

      “2026 Indenture
Basket” shall mean at any time, the amount of outstanding secured
obligations that were permitted to be incurred and secured (at the time of
incurrence) by the Borrower and its Subsidiaries pursuant to Section 1010 of the
2026 Indenture without the requirement to equally and ratably secure any of the
notes issued pursuant to the 2026 Indenture, including any liens of the Secured
Parties that were permitted to be taken under Section 1008 or otherwise under
the 2026 Indenture.

       

      “Borrower” shall have
the meaning specified in the recital of parties to this Agreement.

       

      “Collateral” shall
have the meaning specified in Section 2.

       

      “Credit Agreement”
shall have the meaning specified in the preliminary statements
hereto.


      
        
           


        

        
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      “Dividends” shall mean
all dividends, including without limitation:

       

      (A)           dividends
and other distributions paid or payable other than in cash in respect of, and
instruments and other property received, receivable or otherwise distributed in
respect of, or in exchange for, any Security Collateral,

       

      (B)           dividends
and other distributions paid or payable in cash in respect of any Security
Collateral in connection with a partial or total liquidation or dissolution or
in connection with a reduction of capital, capital surplus or paid-in-surplus
and

       

      (C)           cash
paid, payable or otherwise distributed in redemption of, or in exchange for, any
Security Collateral.

       

      “Equity Interests”
means, with respect to any Person, shares of capital stock of (or other
ownership or profit interests in) such Person.

       

      “Grantors” shall have
the meaning specified in the recital of Parties to this Agreement.

       

      “Initial Pledged
Equity” shall have the meaning specified in the preliminary statements
hereto.

       

      “Inventory” shall have
the meaning specified in the UCC.

       

      “Lowest Indenture
Basket” shall mean, on any day, the amount equal to the lowest of the
2009 Indenture Basket, the 2016 Indenture Basket and the 2026 Indenture
Basket.

       

      “Pledged Equity” shall
have the meaning specified in Section 2(b)(ii).

       

      “Secured Obligations”
means the obligations of each Loan Party under the Loan Documents; provided that in no
event shall the aggregate amount of Secured Obligations exceed the Lowest
Indenture Basket.

       

       “Secured Parties”
shall mean the Lenders and the Agent.

       

      “Security Collateral”
shall have the meaning specified in Section 2(b).

       

      Section
2.           Grant of Security.  Each
Grantor hereby grants to the Agent, for the equal and ratable benefit of the
Secured Parties, a security interest in such Grantor’s right, title and interest
in and to the following, in each case, as to each type of property described
below, whether now owned or hereafter acquired by such Grantor, wherever
located, and whether now or hereafter existing or arising (collectively, the
“Collateral”):

       

      (a)           all
Inventory;

       

      (b)           the
following (the “Security
Collateral”):


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (i)           the
Initial Pledged Equity and the certificates, if any, representing the Initial
Pledged Equity, and all Dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Initial
Pledged Equity;

       

      (ii)           all
additional shares of stock and other Equity Interests of or in any issuer of the
Initial Pledged Equity or any successor entity from time to time acquired by
such Grantor in any manner (such shares and other Equity Interests, together
with the Initial Pledged Equity, being the “Pledged
Equity”), and the certificates, if any, representing such additional
shares or other Equity Interests, and all Dividends, distributions, return of
capital, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares or other Equity Interests; and

       

      (c)           all
proceeds of, collateral for, and supporting obligations relating to, any and all
of the Collateral (including, without limitation, proceeds, collateral and
supporting obligations that constitute property of the types described in
clauses (a) and (b) of this Section 2 and this clause (c)) and,
to the extent not otherwise included, all (A) payments under insurance
(whether or not the Agent is the loss payee thereof), or any indemnity, warranty
or guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral and (B) cash;

       

      provided, however, that
Collateral shall not include, and the security interest granted under this
Agreement shall not attach to, more than 66% of the Equity Interests in a CFC or
a CFC Holdco, and provided further,
however, that,
anything herein to the contrary notwithstanding, the security interest hereby
granted to the Agent under this Section 2 shall not cover, and shall not attach
to, (a) any Inventory, or any proceeds of, collateral for, income and other
payments now or hereafter due and payable with respect to, and supporting
obligations relating to any Inventory which is, at any time and from time to
time, sold, leased, licensed, assigned, exchanged, or otherwise disposed of
and  the sale, lease, license, assignment, exchange, or other
disposition of which results, at any time and from time to time, in any
receivable that is, at any time and from time to time, sold, transferred,
contributed or otherwise conveyed pursuant to or in connection with any
receivables securitization or purchase program permitted under the Credit
Agreement, (b) any receivable that is, at any time and from time to time, sold,
transferred, contributed, or otherwise conveyed pursuant to or in connection
with any receivables securitization or purchase program (or similar arrangement)
permitted under the Credit Agreement, and (c) any cash proceeds or other
proceeds of, and any lockbox or deposit account that receives or holds any cash
or other proceeds of, any receivable that is, at any time and from time to time,
sold, transferred, contributed or otherwise conveyed pursuant to or in
connection with any receivables securitization or purchase program (or similar
arrangement) permitted under the Credit Agreement.

       

      Section
3.           Security for
Obligations.  This Agreement secures, in the case of each
Grantor, the payment of all the Secured Obligations.  Without limiting
the generality of the foregoing, this Agreement secures, as to each Grantor, the
payment of all amounts that constitute part of the Secured Obligations and would
be owed by such Grantor to any Secured Party under the Loan Documents but for
the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving a Loan
Party.


      
        
           


        

        
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      Section
4.           Grantors Remain
Liable.  Anything herein to the contrary notwithstanding,
(a) each Grantor shall remain liable under the contracts and agreements
included in such Grantor’s Collateral to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Agreement had not been executed, (b) the exercise by the Agent of any of
the rights hereunder shall not release any Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral and
(c) no Secured Party shall have any obligation or liability under the
contracts and agreements included in the Collateral by reason of this Agreement
or any other Loan Document, nor shall any Secured Party be obligated to perform
any of the obligations or duties of any Grantor thereunder or to take any action
to collect or enforce any claim for payment assigned hereunder.

       

      Section
5.           Delivery and Control of Security
Collateral.  (a)  All certificates or instruments
representing or evidencing Security Collateral shall be delivered to and held by
or on behalf of the Agent pursuant hereto and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably
satisfactory to the Agent.  The Agent shall have the right, at any
time while an Event of Default is continuing and without notice to any Grantor,
to transfer to or to register in the name of the Agent or any of its nominees
any or all of the Security Collateral, subject only to the revocable rights
specified in Section 11(a).  In addition, the Agent shall have
the right, at any time while an Event of Default is continuing, to exchange
certificates or instruments representing or evidencing Security Collateral for
certificates or instruments of smaller or larger denominations.

       

      (b)           With
respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes an uncertificated security, upon the request of
the Agent during an Event of Default, such Grantor will cause the issuer thereof
either (i) to register the Agent as the registered owner of such security
or (ii) to agree in an authenticated record with such Grantor and the Agent
that such issuer will comply with instructions with respect to such security
originated by the Agent without further consent of such Grantor, such
authenticated record to be in form and substance reasonably satisfactory to the
Agent.

       

      (c)           With
respect to any Security Collateral in which any Grantor has any right, title or
interest and that is not an uncertificated security, upon the request of the
Agent upon the occurrence and during the continuance of an Event of Default,
such Grantor will notify each such issuer of Pledged Equity that such Pledged
Equity is subject to the security interest granted hereunder.

       

      Section
6.           Representations and
Warranties.  Each Grantor represents and warrants as
follows:

       

      (a)           Such
Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is
correctly set forth in Schedule I hereto.  The information set
forth in Schedule I hereto with respect to such Grantor is true and
accurate in all respects.  Such Grantor has not previously changed its
name, type of organization, jurisdiction of organization or organizational
identification number during the past year from those set forth in
Schedule I hereto except as disclosed in Schedule III
hereto.


      
        
           


        

        
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      (b)           All
Security Collateral consisting of certificated securities has been delivered to
the Agent.

       

      (c)           Such
Grantor is the legal and beneficial owner of the Collateral of such Grantor free
and clear of any Lien, claim, option or right of others, except for the security
interest created under this Agreement or permitted under the Loan
Documents.  No effective financing statement or other instrument
similar in effect covering all or any part of such Collateral or listing such
Grantor or any trade name of such Grantor as debtor with respect to such
Collateral is on file in any recording office, except such as permitted under
the Loan Documents or as may have been filed in favor of the Agent relating to
the Loan Documents.

       

      (d)           All
of the Inventory of such Grantor, other than Inventory that is in transit or is
on consignment, is located at the places specified therefor in Schedule IV
hereto or at another location as to which such Grantor has complied with the
requirements of Section 8(a).  Such Grantor has exclusive possession
and control of its Inventory, other than Inventory that is in transit, on
consignment, or stored at any leased premises, warehouse or premises of a
toller.

       

      (e)           To
the extent applicable, the Pledged Equity pledged by such Grantor hereunder has
been duly authorized and validly issued and is fully paid and
non-assessable.

       

      (f)           The
Initial Pledged Equity pledged by such Grantor constitutes the percentage of the
issued and outstanding Equity Interests of the issuers thereof indicated on
Schedule II hereto.

       

      (g)           As
of the date hereof, all filings and other actions (including without limitation,
actions necessary to obtain control of Security Collateral as provided in
Section 9-106 of the UCC) necessary to perfect the security interest in the
Security Collateral of such Grantor created under this Agreement have been duly
made or taken and are in full force and effect, and this Agreement creates in
favor of the Agent for the benefit of the Secured Parties a valid and, together
with such filings and other actions, perfected first priority security interest
in the Security Collateral of such Grantor, securing the payment of the Secured
Obligations.

       

      (h)           No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for (i) the grant by such Grantor of the security interest granted
hereunder or for the execution, delivery or performance of this Agreement by
such Grantor, (ii) the perfection or maintenance of the security interest
created hereunder (including the first priority nature of such security
interest), except for the filing of financing and continuation statements under
the UCC, which financing statements have been duly filed and are in full force
and effect, and the actions described in Section 5 with respect to Security
Collateral, which actions have been taken and are in full force and effect or
(iii) the exercise by the Agent of its voting or other rights provided for
in this Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except as may be required in connection with the disposition of any
portion of the Security Collateral by laws affecting the offering and sale of
securities generally.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (i)           The
Inventory that has been produced or distributed by such Grantor has been
produced in all material respects in compliance with all requirements of
applicable law, including, without limitation, the Fair Labor Standards
Act.

       

      Section
7.           Further
Assurances.  a.  Each Grantor agrees that from time
to time, at the expense of such Grantor:

       

      (i)           such
Grantor will file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as the Agent may request, in order to perfect and preserve the
security interest in the Collateral granted or purported to be granted by such
Grantor hereunder;

       

      (ii)           such
Grantor will promptly execute and deliver, or otherwise authenticate, all
further instruments and documents, and take all further action that may be
necessary or desirable, and that the Agent may reasonably request, in order to
perfect and protect any pledge or security interest granted or purported to be
granted by such Grantor hereunder or to enable the Agent to exercise and enforce
its rights and remedies hereunder with respect to any Collateral of such
Grantor.  Without limiting the generality of the foregoing, each
Grantor will promptly with respect to the Collateral of such
Grantor:  (A) deliver and pledge to the Agent for benefit of the
Secured Parties certificates representing Security Collateral that constitutes
certificated securities, accompanied by undated stock or bond powers executed in
blank; (B) take all action necessary to ensure that the Agent has control of
Collateral consisting of investment property as provided in Section 9-106
of the UCC; and (C) deliver to the Agent evidence that all other action that the
Agent may deem reasonably necessary or desirable in order to perfect and protect
the security interest granted or purported to be granted by such Grantor under
this Agreement has been taken; and

       

      (iii)           if
an Event of Default shall have occurred and be continuing, such Grantor will
promptly execute and deliver, or otherwise authenticate, all further instruments
and documents, and take all further action that may be necessary or desirable,
and that the Agent may reasonably request, in order to perfect and protect any
pledge or security interest granted or purported to be granted by such Grantor
hereunder or to enable the Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral of such Grantor (other than the Pledged
Equity referred to in Section 7(a)(ii)).  Without limiting the
generality of the foregoing, each Grantor will promptly with respect to
Collateral of such Grantor:  (A) if any such Collateral shall be
evidenced by a promissory note or other instrument, deliver and pledge to the
Agent hereunder such note or instrument duly indorsed and accompanied by duly
executed instruments of transfer or assignment, all in form and substance
satisfactory to the Agent; (B) deliver and pledge to the Agent for benefit
of the Secured Parties certificates representing Security Collateral that
constitutes certificated securities, accompanied by undated stock or bond powers
executed in blank; (C) take all action necessary to ensure that the Agent has
control of Collateral consisting of investment property as provided in
Section 9-106 of the UCC; and (D) deliver to the Agent evidence that all
other action that the Agent may deem reasonably necessary or desirable in order
to perfect and protect the security interest created by such Grantor under this
Agreement has been taken.

       

      
        
           


        

        
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      (b)           Each
Grantor hereby authorizes the Agent to file one or more financing or
continuation statements in any jurisdiction and with any filing office, each
indicating the collateral covered by such financing statement as set forth on
Schedule V hereto, and amendments thereto, in each case without the signature of
such Grantor, and regardless of whether any particular asset described in such
financing statements falls within the scope of the UCC.  A photocopy
or other reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.  Each Grantor ratifies its authorization for
the Agent to have filed such financing statements, continuation statements or
amendments filed prior to the date hereof.

       

      (c)           Each
Grantor will furnish to the Agent from time to time statements and schedules
further identifying and describing the Collateral of such Grantor and such other
reports in connection with such Collateral as the Agent may reasonably request,
all in reasonable detail.

       

      Section
8.           As to
Inventory.  (a)  Each Grantor will keep its Inventory
(other than Inventory in transit, Inventory on consignment, Inventory sold in
the ordinary course of business, Inventory that is on the premises of a toller
and Inventory not in excess of $2,000,000 in the aggregate) at the places
therefor specified in Section 6(d) or, upon at least 15 days’ prior written
notice to the Agent, at such other places designated by such Grantor in such
notice.

       

      (b)           Each
Grantor will promptly furnish to the Agent a statement respecting any loss or
damage exceeding $2,000,000 per occurrence to any of its Inventory.

       

      (c)           Each
Grantor will pay promptly when due all property and other taxes, assessments and
governmental charges or levies imposed upon, and all claims (including, without
limitation, claims for labor, materials and supplies) against, its Inventory
except to the extent that payment thereof is not required by Section 5.01(b) of
the Credit Agreement.  In producing its Inventory, each Grantor will
comply in all material respects with all requirements of applicable law,
including, without limitation, the Fair Labor Standards Act.

       

      (d)           Each
Grantor will use commercially reasonable efforts to obtain, no later than
February 15, 2009 (or such later date as the Agent, acting in its sole
discretion, may agree), a landlord’s, warehouseman’s or toller’s agreement, in
form and substance reasonably satisfactory to the Agent, with respect to any
Inventory stored at leased premises or at a warehouse, except to the extent that
the aggregate value of the Inventory stored at such leased premises or warehouse
is less than $1,000,000.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      Section
9.           Insurance.  (a)  Each
Grantor will, at its own expense, maintain insurance with respect to its
Inventory in such amounts, against such risks, in such form and with such
insurers, as required by the Credit Agreement.  Each policy of each
Grantor for insurance with respect to its Inventory shall provide for all losses
to be paid on behalf of the Agent and such Grantor as their interests may
appear, and each policy for property damage insurance shall provide for all
losses with respect to Inventory (except for losses of less than $1,000,000, or,
if the deductible with respect to the relevant insurance policy is an amount
greater than $1,000,000, losses of less than the amount of the deductible, in
each case per occurrence) to be paid directly to the Agent.  Each such
policy shall in addition (i) contain the agreement by the insurer that any loss
with respect to Inventory thereunder (except for a loss of less than $1,000,000,
or, if the deductible with respect to the relevant insurance policy is an amount
greater than $1,000,000, a loss of less than the amount of the deductible, in
each case per occurrence) shall be payable to the Agent notwithstanding any
action, inaction or breach of representation or warranty by such Grantor and
(ii) provide that at least 10 days’ prior written notice of cancellation or of
lapse shall be given to the Agent by the insurer.  Each Grantor will,
if so requested by the Agent at any time after January 31, 2009, deliver to the
Agent original or duplicate policies of such insurance and, as often as the
Agent may reasonably request, a report of a reputable insurance broker with
respect to such insurance.

       

      (b)           The
applicable Grantor will make or cause to be made the necessary repairs to or
replacements of such Inventory (whether with the same or a different type of
Inventory), and any proceeds of insurance properly received by or released to
such Grantor shall be used by such Grantor, except as otherwise required
hereunder or by the Credit Agreement, to pay or as reimbursement for the costs
of such repairs or replacements.

       

      (c)           So
long as no Event of Default shall have occurred and be continuing, all insurance
payments received by the Agent in connection with any loss, damage or
destruction of any Inventory will be released by the Agent to the applicable
Grantor for the repair, replacement (whether with the same or a different type
of Inventory) or restoration thereof.  Upon the occurrence and during
the continuance of any Event of Default or the actual or constructive total loss
(in excess of $1,000,000, or, if the deductible with respect to the relevant
insurance policy is an amount greater than $1,000,000, in excess of the amount
of the deductible, in each case per occurrence) of any Inventory, all insurance
payments in respect of such Inventory shall be paid to the Agent and shall, in
the Agent’s sole discretion, (i) be released to the applicable Grantor to be
applied as set forth in the first sentence of this subsection (c) or (ii) be
held as additional Collateral hereunder or applied as specified in Section
16(b).

       

      Section
10.           Post-Closing Changes.  No
Grantor will change its name, type of organization, jurisdiction of organization
or organizational identification number from those set forth in
Section 6(a) without first giving at least 15 days’ prior written notice to
the Agent and taking all action required by the Agent for the purpose of
perfecting or protecting the security interest granted by this
Agreement.  No Grantor will become bound by a security agreement
relating to the Collateral that is authenticated by another Person (determined
as provided in Section 9-203(d) of the UCC) without giving the Agent 15
days’ prior written notice thereof and taking all action reasonably required by
the Agent to ensure that the perfection and first priority nature of the Agent’s
security interest in the Collateral will be maintained.  Each Grantor
will hold and preserve its records relating to the Collateral and will permit
representatives of the Agent at any time during normal business hours to inspect
and make abstracts from such records and other documents.  If any
Grantor does not have an organizational identification number and later obtains
one, it will forthwith notify the Agent of such organizational identification
number.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Section
11.           Voting Rights; Dividends;
Etc.  (a) So long as no Default under Section 6.01(e) of
the Credit Agreement or an Event of Default shall have occurred and be
continuing:

       

      (i)           Each
Grantor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Security Collateral of such Grantor or any part thereof
for any purpose; provided however, that such Grantor
will not exercise or refrain from exercising any such right if such action would
have a material adverse effect on the value of the Security
Collateral.

       

      (ii)           Each
Grantor shall be entitled to receive, retain and use any and all Dividends and
other distributions paid in respect of the Security Collateral of such Grantor
if and to the extent that the payment thereof is not otherwise prohibited by the
terms of the Loan Documents.

       

      (iii)           The
Agent will execute and deliver (or cause to be executed and delivered) to each
Grantor all such proxies and other instruments as such Grantor may reasonably
request for the purpose of enabling such Grantor to exercise the voting and
other rights that it is entitled to exercise pursuant to paragraph (i)
above and to receive the Dividends or other payments that it is authorized to
receive and retain pursuant to paragraph (ii) above.

       

      (b)           Upon
the occurrence and during the continuance of a Default under
Section 6.01(e) of the Credit Agreement or an Event of
Default:

       

      (i)           All
rights of each Grantor (x) to exercise or refrain from exercising the
voting and other consensual rights that it would otherwise be entitled to
exercise pursuant to Section 11(a)(i) shall, upon notice to such Grantor by
the Agent, cease and (y) to receive the Dividends, interest and other
distributions that it would otherwise be authorized to receive and retain
pursuant to Section 11(a)(ii) shall upon notice to such Grantor by the
Agent, cease, and all such rights shall thereupon become vested in the Agent,
which shall thereupon have the sole right to exercise or refrain from exercising
such voting and other consensual rights and to receive and hold as Security
Collateral such Dividends, interest and other distributions.

       

      (ii)           All
Dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 11(b)
shall be received in trust for the benefit of the Agent, shall be segregated
from other funds of such Grantor and shall be forthwith paid over to the Agent
as Security Collateral in the same form as so received (with any necessary
indorsement).

       

      Section
12.           Transfers and Other Liens; Additional
Shares.  (a) Each Grantor agrees that it will not
(i) sell, assign or otherwise dispose of, or grant any option with respect
to, any of the Collateral, other than sales, assignments and other dispositions
of Collateral, and options relating to Collateral, not prohibited under the
terms of the Loan Documents, or (ii) create or suffer to exist any Lien
upon or with respect to any of the Collateral of such Grantor except for the
pledge, assignment and security interest created under this Agreement or
Permitted Liens.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (b)           Each
Grantor agrees that it will (i) cause each issuer of the Pledged Equity
pledged by such Grantor not to issue any Equity Interests or other securities in
addition to or in substitution for the Pledged Equity issued by such issuer,
except to such Grantor, and (ii) pledge hereunder, immediately upon its
acquisition (directly or indirectly) thereof, any and all additional Equity
Interests or other securities of each issuer of the Pledged Equity.

       

      Section
13.           Agent Appointed
Attorney-in-Fact.  Each Grantor hereby irrevocably appoints the
Agent such Grantor’s attorney-in-fact, with full authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, from time to
time, if an Event of Default shall have occurred and be continuing, in the
Agent’s discretion, to take any action and to execute any instrument that the
Agent may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation:

       

      (a)           to
obtain and adjust insurance required to be paid to the Agent pursuant to Section
7,

       

      (b)           to
ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Collateral,

       

      (c)           to
receive, indorse and collect any drafts or other instruments, documents, or
chattel paper in connection with clause (a) or (b) above, and

       

      (d)           to
file any claims or take any action or institute any proceedings that the Agent
may deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of the Agent with respect to any of the
Collateral.

       

      Section
14.           Agent May Perform.  If any
Grantor fails to perform any agreement contained herein, the Agent may, as the
Agent deems necessary to protect the security interest granted hereunder in the
Collateral or to protect the value thereof, but without any obligation to do so
and without notice, itself perform, or cause performance of, such agreement, and
the expenses of the Agent incurred in connection therewith shall be payable by
such Grantor under Section 17.

       

      Section
15.           The Agent’s
Duties.  (a)  The powers conferred on the Agent
hereunder are solely to protect the Secured Parties’ interest in the Collateral
and shall not impose any duty upon it to exercise any such
powers.  Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Agent shall have no duty as to any Collateral, as to ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Collateral, whether or not any Secured Party has
or is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve rights against any parties or any other rights
pertaining to any Collateral.  The Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which it accords its own property.

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (b)           Anything
contained herein to the contrary notwithstanding, the Agent may from time to
time, when the Agent deems it to be necessary, appoint one or more subagents
(each a “Subagent”) for the Agent hereunder with respect to all or any part of
the Collateral.  In the event that the Agent so appoints any Subagent
with respect to any Collateral, (i) the assignment and pledge of such Collateral
and the security interest granted in such Collateral by each Grantor hereunder
shall be deemed for purposes of this Security Agreement to have been made to
such Subagent, in addition to the Agent, for the ratable benefit of the Secured
Parties, as security for the Secured Obligations of such Grantor, (ii) such
Subagent shall automatically be vested, in addition to the Agent, with all
rights, powers, privileges, interests and remedies of the Agent hereunder with
respect to such Collateral, and (iii) the term “Agent,” when used herein in
relation to any rights, powers, privileges, interests and remedies of the Agent
with respect to such Collateral, shall include such Subagent; provided, however,
that no such Subagent shall be authorized to take any action with respect to any
such Collateral unless and except to the extent expressly authorized in writing
by the Agent.

       

      Section
16.           Remedies.  If any Event of
Default shall have occurred and be continuing:

       

      (a)           The
Agent may exercise in respect of the Collateral, in addition to other rights and
remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party upon default under the UCC (whether or not the UCC
applies to the affected Collateral) and also may: (i) require each Grantor to,
and each Grantor hereby agrees that it will at its expense and upon request of
the Agent forthwith, assemble all or part of the Collateral as directed by the
Agent and make it available to the Agent at a place and time to be designated by
the Agent that is reasonably convenient to both parties; (ii) without notice
except as specified below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any of the Agent’s offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as the Agent may deem commercially reasonable; (iii) occupy any premises owned
or leased by any of the Grantors where the Collateral or any part thereof is
assembled or located for a reasonable period in order to effectuate its rights
and remedies hereunder or under law, without obligation to such Grantor in
respect of such occupation; and (iv) exercise any and all rights and remedies of
any of the Grantors under or in connection with the Collateral, or otherwise in
respect of the Collateral, including, without limitation, (A) any and all rights
of such Grantor to demand or otherwise require payment of any amount under, or
performance of any provision of, the Collateral and (B) exercise all other
rights and remedies with respect to the Collateral, including, without
limitation, those set forth in Section 9-607 of the UCC.  Each Grantor
agrees that, to the extent notice of sale shall be required by law, at least ten
days’ notice to such Grantor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification.  The Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given.  The Agent
may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (b)           Any
cash held by or on behalf of the Agent and all cash proceeds received by or on
behalf of the Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral may, in the discretion of the
Agent, be held by the Agent as collateral for, and/or then or at any time
thereafter applied (after payment of any amounts payable to the Agent pursuant
to Section 17) in whole or in part by the Agent for the ratable benefit of
the Secured Parties against, all or any part of the Secured Obligations, in the
following manner:

       

      (i)           first, paid to the Agent for
any amounts then owing to the Agent pursuant to the Loan Documents;
and

       

      (ii)           second, an amount equal to
the remaining outstanding Secured Obligations shall be paid to the Agent for the
account of the Lenders.

       

      Any
surplus of such cash or cash proceeds held by or on the behalf of the Agent and
remaining after payment in full of all the Secured Obligations shall be paid
over to the applicable Grantor or to whomsoever may be lawfully entitled to
receive such surplus.

       

      (c)           Any
amounts due and payable to the Lenders pursuant to Section 16(b) shall be
ratably (A) paid to the Lenders for any amounts then owing to them, in
their capacities as such, under the Loan Documents ratably in accordance with
such respective amounts then owing to such Lenders and (B) deposited as
Collateral in the L/C Cash Deposit Account up to an amount equal to 100% of the
aggregate Available Amount of all outstanding Letters of Credit in accordance
with Section 6.02 of the Credit Agreement.

       

      (d)           For
purposes of applying payments received in accordance with this Section 16, the
Agent shall be entitled to rely upon the Register for a determination of the
outstanding Secured Obligations owed to the Lenders.

       

      (e)           All
payments received by any Grantor in respect of the Collateral shall be received
in trust for the benefit of the Agent, shall be segregated from other funds of
such Grantor and shall be forthwith paid over to the Agent in the same form as
so received (with any necessary indorsement).

       

      (f)           Notwithstanding
anything to the contrary herein, this Agreement may be enforced only by the
action of the Agent acting upon the instructions of the Required Lenders and no
other Lender shall have any right individually to seek to enforce or to enforce
this Agreement or to realize upon the security to be granted hereby, it being
understood and agreed that such rights and remedies may be exercised by the
Agent or the holders of at least a majority of the outstanding other Secured
Obligations, as the case may be, for the benefit of the Lenders upon the terms
of this Agreement.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      Section
17.           Indemnity and Expenses.  (a)
Each Grantor agrees to indemnify, defend and save and hold harmless each Secured
Party and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an “Indemnified
Party”) from and against, and shall pay on demand, any and all claims,
damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and expenses of counsel) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in
connection with or resulting from this Agreement (including, without limitation,
enforcement of this Agreement), except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party’s gross
negligence or willful misconduct.

       

      (b)           Each
Grantor will upon demand pay to the Agent the amount of any and all reasonable
expenses, including, without limitation, the reasonable fees and expenses of its
counsel and of any experts and agents, that the Agent may incur in connection
with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from or other realization upon, any
of the Collateral of such Grantor, (iii) the exercise or enforcement of any
of the rights of the Agent or the other Secured Parties hereunder or
(iv) the failure by such Grantor to perform or observe any of the
provisions hereof.

       

      Section
18.           Amendments; Waivers; Additional Grantors;
Etc.  b.  No amendment or waiver of any provision of
this Agreement, and no consent to any departure by any Grantor herefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Agent (and, in the case of any amendment of any provision of this Agreement,
each Grantor), and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.  No
failure on the part of the Agent or any other Secured Party to exercise, and no
delay in exercising any right hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right.

       

      (a)           Upon
the execution and delivery, or authentication, by any Person of a pledge and
security agreement supplement in substantially the form of Exhibit A hereto
(each a “Pledge and
Security Agreement Supplement”), (i) such Person shall be referred
to as an “Additional
Grantor” and shall be and become a Grantor hereunder, and each reference
in this Agreement and the other Loan Documents to “Grantor” shall also mean and
be a reference to such Additional Grantor,  and each reference in this
Agreement and the other Loan Documents to “Collateral” shall also mean and be a
reference to the Collateral of such Additional Grantor, and (ii) the
supplemental schedules I-IV attached to each Pledge and Security Agreement
Supplement shall be incorporated into and become a part of and supplement
Schedules I-IV, respectively, hereto, and the Agent may attach such supplemental
schedules to such Schedules; and each reference to such Schedules shall mean and
be a reference to such Schedules as supplemented pursuant to each Pledge and
Security Agreement Supplement.

       

      Section
19.           Notices, Etc.  All notices
and other communications provided for hereunder shall be either (i) in writing
(including telecopier communication) and mailed, telecopied or otherwise
delivered or (ii) by electronic mail (if electronic mail addresses are
designated as provided below) confirmed immediately in writing, in the case of
the Borrower or the Agent, addressed to it at its address specified in the
Credit Agreement and, in the case of each Grantor other than the Borrower,
addressed to it at its address set forth opposite such Grantor’s name on the
signature pages hereto or on the signature page to the Pledge and Security
Agreement Supplement pursuant to which it became a party hereto; or, as to any
party, at such other address as shall be designated by such party in a written
notice to the other parties.  All such notices and other
communications shall, when mailed, telecopied, sent by electronic mail or
otherwise, be effective when deposited in the mails, telecopied, sent by
electronic mail and confirmed in writing, or otherwise delivered (or confirmed
by a signed receipt), respectively, addressed as aforesaid; except that notices
and other communications to the Agent shall not be effective until received by
the Agent.  Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or of any Pledge and
Security Agreement Supplement or Schedule hereto shall be effective as delivery
of an original executed counterpart thereof.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Section
20.           Continuing Security Interest; Assignments
Under the Credit Agreement.  This Agreement shall create a
continuing security interest in the Collateral and shall (a) remain in full
force and effect until the latest of (i) the payment in full in cash of the
Secured Obligations, (ii) the Termination Date and (iii) the
termination or expiration of all Letters of Credit or the provision of cash
collateral or other credit support therefor satisfactory to the applicable
Issuing Banks thereof, (b) be binding upon each Grantor, its successors and
assigns and (c) inure, together with the rights and remedies of the Agent
hereunder, to the benefit of the Secured Parties and their respective
successors, transferees and assigns.  Without limiting the generality
of the foregoing clause (c), any Lender may assign or otherwise transfer
all or any portion of its rights and obligations under the Credit Agreement
(including, without limitation, all or any portion of its Commitments, its
participations in any Letter of Credit, the Advances owing to it and the Note or
Notes, if any, held by it) to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise, in each case as provided in Section 9.07 of the
Credit Agreement.

       

      Section
21.           Release; Termination.  (a)
Upon any sale, lease, transfer or other disposition of any item of Collateral of
any Grantor in accordance with the terms of the Loan Documents (other than sales
of Inventory in the ordinary course of business), the Agent will, at such
Grantor’s expense, execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence the release of such item of
Collateral from the security interest granted hereby; provided, however, that (i) at the
time of such request and such release no Event of Default shall have occurred
and be continuing and (ii) such Grantor shall have delivered to the Agent,
at least ten Business Days (or such shorter period as is agreed to by the Agent)
prior to the date of the proposed release, a written request for release
describing the item of Collateral and the terms of the sale, lease, transfer or
other disposition in reasonable detail, including, without limitation, the price
thereof and any expenses in connection therewith, together with a form of
release for execution by the Agent and a certificate of such Grantor to the
effect that the transaction is in compliance with the Loan Documents and as to
such other matters as the Agent may request.

       

      (b)           The
Agent shall promptly release in accordance with Section 21(c) all the Collateral
upon the latest of (i) the payment in full in cash of the Secured Obligations,
(ii) the Termination Date and (iii) the termination or expiration of all Letters
of Credit or the provision of cash collateral or other credit support therefor
satisfactory to the applicable Issuing Banks thereof, the pledge and security
interest granted hereby shall terminate and all rights to the Collateral shall
revert to the applicable Grantor.  Upon any such termination, the
Agent will, at the applicable Grantor’s expense, execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence such
termination.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      (c)           In
furtherance of the undertaking set forth above in Section 21(b), the Agent
shall, upon the request of each Grantor accompanied by a certificate of the
Chief Financial Officer, Treasurer or Controller of such Grantor, upon which the
Agent may conclusively rely without independent verification, to the effect that
all Secured Obligations under the Credit Agreement and the other Loan Documents
have been, or will, concurrently with the release of the Collateral be, paid in
full in cash and all Commitments thereunder terminated (and if such Secured
Obligations have not previously been so paid, describing the source(s) of funds
for such repayment) and all Letters of Credit have terminated or expired (or
cash collateral or other credit support therefor satisfactory to the applicable
Issuing Banks thereof has been provided).  If the Agent shall receive
a certificate of this type, the Agent shall deliver a notice by registered mail
to the Agent stating that the Agent will release such Collateral only upon
receipt from the Agent of instructions to do so.

       

      Section
22.           Reference to and Effect on the Pledge
Agreement.  (a)  On and after the date hereof, each
reference in the Loan Documents to "the Pledge Agreement", "thereunder",
"thereof" or words of like import referring to this Agreement, shall mean and be
a reference to this Agreement.

       

      (b)           The
execution, delivery and effectiveness of this Agreement shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under the Existing Pledge Agreement or any other Loan
Document, nor constitute a waiver of any provision of the Existing Pledge
Agreement or any other Loan Document.

       

      Section
23.           Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement.

       

      Section
24.           Jurisdiction, Etc.  (a) Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or,
to the extent permitted by law, in such federal court. Each Grantor hereby
further irrevocably consents to the service of process in any action or
proceeding in such courts by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to the Borrower at its address
specified in the Credit Agreement and, in the case of each Grantor other than
the Borrower, addressed to it at its address set forth opposite such Grantor’s
name on the signature pages hereto or on the signature page to the Pledge and
Security Agreement Supplement pursuant to which it became a party
hereto.  Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
in the courts of any jurisdiction.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      (b)           Each
of the parties hereto irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any New York State or federal
court.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

       

      Section
25.           Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              CHEMTURA
      CORPORATION

                                                            
	 
      	 
      
	
                                                              By:

                                                            	/s/
      Stephen C. Forsyth 
	Name:	
                                                              Stephen
      C. Forsyth

                                                            
	Title:	Chief
      Financial Officer 
	 
      	 
      
	
                                                              A&M
      CLEANING PRODUCTS, LLC

                                                            
	 
      	 
      
	
                                                              By:

                                                            	/s/
      Carol V. Anderson 
	Name:	
                                                              Carol
      V. Anderson

                                                            
	Title:	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              BIO-LAB,
      INC.

                                                            
	 
      	 
      
	
                                                              By:

                                                            	/s/
      Carol V. Anderson 
	Name:	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title:	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              CROMPTON
      HOLDING CORPORATION

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title:	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          GREAT
      LAKES CHEMICAL CORPORATION

                                                                        
	 
      	 
      
	
                                                                          By:

                                                                        	
                                                                          /s/
      Carol V. Anderson 

                                                                        
	Name: 
      	
                                                                          
                                                                            Carol
      V. Anderson

                                                                          

                                                                        
	Title: 	Treasurer 
	 
      	 
      
	
                                                                          Address for
    Notices:

                                                                        
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                                          NAUGATUCK
      TREATMENT COMPANY

                                                                        
	 
      	 
      
	
                                                                          By:

                                                                        	
                                                                          /s/
      Carol V. Anderson  

                                                                        
	Name: 
      	
                                                                          
                                                                            Carol
      V. Anderson

                                                                          

                                                                        
	Title: 	Treasurer 
	 
      	 
      
	
                                                                          Address for
    Notices:

                                                                        
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                                          ASCK,
      INC.

                                                                        
	 
      	 
      
	
                                                                          By:

                                                                        	
                                                                          /s/
      Carol V. Anderson  

                                                                        
	Name: 
      	
                                                                          
                                                                            Carol
      V. Anderson

                                                                          

                                                                        
	Title: 	Treasurer 
	 
      	 
      
	
                                                                          Address for
    Notices:

                                                                        
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                                          BIOLAB
      COMPANY STORE, LLC

                                                                        
	 
      	 
      
	
                                                                          By:

                                                                        	
                                                                          /s/
      Carol V. Anderson 

                                                                        
	Name: 
      	
                                                                          
                                                                            Carol
      V. Anderson

                                                                          

                                                                        
	Title: 	Treasurer 
	 
      	 
      
	
                                                                          Address for
    Notices:

                                                                        
	 
      	 
      
	 
      	 
      


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              BIOLAB
      FRANCHISE COMPANY, LLC

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              BIOLAB
      TEXTILE ADDITIVES, LLC

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              CROMPTON
      COLORS INCORPORATED

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              GREAT
      LAKES CHEMICAL GLOBAL, INC.

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              HOMECARE
      LABS, INC.

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson 

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              RECREATIONAL
      WATER PRODUCTS, INC.

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              UNIROYAL
      CHEMICAL COMPANY LIMITED (DELAWARE)

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	
                                                               
      

                                                            
	 
      	 
      
	
                                                              ASEPSIS,
      INC.

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              KEM MANUFACTURING CORPORATION

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              ISCI,
      INC.

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              WRL
      OF INDIANA, INC.

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                              CROMPTON
      MONOCHEM, INC.

                                                            
	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/
      Carol V. Anderson  

                                                            
	Name: 
      	
                                                              
                                                                Carol
      V. Anderson

                                                              

                                                            
	Title: 	Treasurer 
	 
      	 
      
	
                                                              Address for
    Notices:

                                                            
	 
      	 
      
	 
      	 
      


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	
                                                    MONOCHEM,
      INC.

                                                  
	 
      	 
      
	 
      	
                                                    By:

                                                  	/s/
      Carol V. Anderson
	 	
                                                    Name:      Carol
      V. Anderson

                                                  
	 
      	
                                                    Title:        Assistant
      Treasurer

                                                  
	 
      	 
      
	 
      	
                                                    Address for
      Notices:

                                                  
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                                                    WEBER
      CITY ROAD LLC

                                                  
	 
      	 
      
	 
      	
                                                    By:

                                                  	/s/
      Carol V. Anderson  
	 	
                                                    Name:      Carol
      V. Anderson

                                                  
	 
      	
                                                    Title:        Treasurer

                                                  
	 
      	 
      
	 
      	
                                                    Address for
      Notices:

                                                  
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                                                    GT
      SEED TREATMENT, INC.

                                                  
	 
      	 
      
	 
      	
                                                    By:

                                                  	/s/
      Carol V. Anderson  
	 	
                                                    Name:      Carol
      V. Anderson

                                                  
	 
      	
                                                    Title:        Treasurer

                                                  
	 
      	 
      
	 
      	
                                                    Address for
      Notices:

                                                  
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                                                    AQUA
      CLEAR INDUSTRIES, LLC

                                                  
	 
      	 
      
	 
      	
                                                    By:

                                                  	/s/
      Carol V. Anderson  
	 	
                                                    Name:      Carol
      V. Anderson

                                                  
	 
      	
                                                    Title:        Treasurer

                                                  
	 
      	 
      
	 
      	
                                                    Address for
      Notices:

                                                  
	 
      	 
      
	 
      	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          CNK
      CHEMICAL REALTY CORPORATION

                                        
	 
      	 
      
	 
      	
                                          By:

                                        	/s/
      Carol V. Anderson  
	 	Name:      Carol
      V. Anderson
	 
      	
                                          Title:        Treasurer

                                        
	 
      	 
      
	 
      	
                                          Address for
      Notices:

                                        
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                                          GLCC
      LAUREL, LLC

                                        
	 
      	 
      
	 
      	
                                          By:

                                        	/s/
      Lynn A. Schefsky  
	 	
                                          Name:      Lynn
      A. Schefsky

                                        
	 
      	
                                          Title:       
      Vice President

                                        
	 
      	 
      
	 
      	
                                          Address for
      Notices:

                                        
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                                          LAUREL
      INDUSTRIES HOLDINGS, INC.

                                        
	 
      	 
      
	 
      	
                                          By:

                                        	/s/
      Carol V. Anderson  
	 	
                                          Name:      Carol
      V. Anderson

                                        
	 
      	
                                          Title:        Treasurer

                                        
	 
      	 
      
	 
      	
                                          Address for
      Notices:

                                        
	 
      	 
      
	 
      	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  Acknowledged
      and agreed by:

                	 
      
	 
      	 
      
	
                  CITIBANK,
      N.A.

                	 
      
	 
      	 
      
	
                  By:

                	/s/
      Joronne Jeter	 
      
	
                  Name:
      Joronne Jeter

                	 
      
	      
                  Title:
      Vice President

                	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule I
to the

      Pledge
and Security Agreement

      


      CHIEF
EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF

      ORGANIZATION
AND ORGANIZATIONAL IDENTIFICATION NUMBER

      


      
        
          
            
              
                
                  
                    	
                            Grantor

                          	 	
                            Jurisdiction of

                            Formation

                          	 	
                            Address of Principal

                            Place of Business

                          	 	
                            Taxpayer ID

                            Number/Non-US

                            Unique ID Number

                          
	
                            A
      & M Cleaning Products, LLC

                          	 	
                            Delaware

                          	 	
                            1735
      North Brown Road

                            Lawrenceville,
      GA 30043

                          	 	
                            20-0994712

                          
	
                            Aqua
      Clear Industries, LLC

                          	 	
                            New
      York

                          	 	
                            1735
      North Brown Road

                            Lawrenceville,
      GA 30043

                          	 	
                            14-1801394

                          
	
                            ASCK,
      Inc.

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            35-2024489

                          
	
                            ASEPSIS,
      Inc.

                          	 	
                            Georgia

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            58-6016270

                          
	
                            BioLab
      Company Store, LLC

                          	 	
                            Delaware

                          	 	
                            1735
      North Brown Road

                            Lawrenceville,
      GA 30043

                          	 	
                            41-2260131

                          
	
                            BioLab
      Franchise Company, LLC

                          	 	
                            Delaware

                          	 	
                            1735
      North Brown Road

                            Lawrenceville,
      GA 30043

                          	 	
                            77-0706709

                          
	
                            BioLab
      Textile Additives, LLC

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            36-4514348

                          
	
                            Bio-Lab,
      Inc.

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            22-2268754

                          
	
                            Chemtura
      Corporation

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            52-2183153

                          
	
                            CNK
      Chemical Realty Corporation

                          	 	
                            Pennsylvania

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            25-1885340

                          
	
                            Crompton
      Colors Incorporated

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            06-1413341

                          
	
                            Crompton
      Holding Corporation

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            06-1413342

                          
	
                            Crompton
      Monochem, Inc.

                          	 	
                            Louisiana

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            62-1873574

                          
	
                            GLCC
      Laurel, LLC

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            16-1695687

                          
	
                            Laurel
      Industries Holdings, Inc.

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            76-0213635

                          
	
                            Great
      Lakes Chemical Corporation

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            95-1765035

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    	
                            Grantor

                          	 	
                            Jurisdiction of

                            Formation

                          	 	
                            Address of Principal

                            Place of Business

                          	 	
                            Taxpayer ID

                            Number/Non-US

                            Unique ID Number

                          
	
                            Great
      Lakes Chemical Global, Inc.

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            35-2024486

                          
	
                            GT
      Seed Treatment, Inc.

                          	 	
                            Minnesota

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            41-0795292

                          
	
                            HomeCare
      Labs, Inc.

                          	 	
                            Delaware

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            57-1095038

                          
	
                            ISCI,
      Inc.

                          	 	
                            Indiana

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            35-1427696

                          
	
                            Kem
      Manufacturing Corporation

                          	 	
                            Georgia

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            58-0620603

                          
	
                            Monochem,
      Inc.

                          	 	
                            Louisiana

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            72-0545612

                          
	
                            Naugatuck
      Treatment Company

                          	 	
                            Connecticut

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            06-0902035

                          
	
                            Recreational
      Water Products, Inc.

                          	 	
                            Delaware

                          	 	
                            1735
      North Brown Road

                            Lawrenceville,
      GA 30043

                          	 	
                            22-2268754

                          
	
                            Uniroyal
      Chemical Company Limited (Delaware)

                          	 	
                            Delaware
      and Bahamas

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                            c/o
      Higgs & Johnson

                            Ocean
      Centre

                            Montagu
      Foreshore, East Bay Street, P.O. Box SS 19084

                            Nassau,
      Bahamas

                          	 	
                            98-0159910

                          
	
                            Weber
      City Road LLC

                          	 	
                            Louisiana

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            62-1864381

                          
	
                            WRL
      of Indiana, Inc.

                          	 	
                            Indiana

                          	 	
                            199
      Benson Road

                            Middlebury
      CT 06749

                          	 	
                            35-1119136

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      Schedule II
to the

      Pledge
and Security Agreement

      


      PLEDGED
EQUITY

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                            Grantor

                                                                                          	 	
                                                                                            Issuer

                                                                                          	 	
                                                                                            Class of Equity

                                                                                            Interest

                                                                                          	 	 	
                                                                                            Par Value

                                                                                          	 	 	
                                                                                            Certificate

                                                                                            No(s)

                                                                                          	 	 	
                                                                                            Number

                                                                                            of Shares

                                                                                          	 	 	
                                                                                            Percentage

                                                                                            of

                                                                                            Outstanding

                                                                                            Shares

                                                                                          	 
	
                                                                                            Direct
      Subsidiaries

                                                                                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            Chemtura
      Holdings GmbH

                                                                                          	 	
                                                                                            Crompton
      Europe Financial Services Company

                                                                                          	 	N/A	 	 	
                                                                                            None

                                                                                          	 	 	 	3	 	 	 	330	 	 	 	66	%
	
                                                                                            Chemtura
      Corporation (successor to Uniroyal Chemical Company, Inc.)

                                                                                          	 	
                                                                                            Crompton
      Holding Corporation

                                                                                          	 	N/A	 	 	N/A	 	 	 	5	 	 	 	750	 	 	 	100	%
	
                                                                                            Great
      Lakes Chemical Corporation

                                                                                          	 	
                                                                                            Chemtura
      Holding Company, Inc.

                                                                                          	 	
                                                                                            Preferred
      (non-voting)

                                                                                          	 	 	$	1.00	 	 	 	7	 	 	 	330	 	 	 	66	%
	
                                                                                            Chemtura
      Corporation

                                                                                          	 	
                                                                                            Chemtura
      Holding Company, Inc.

                                                                                          	 	
                                                                                            Common
      (non-voting)

                                                                                          	 	 	$	.01	 	 	 	4	 	 	 	330	 	 	 	66	%
	
                                                                                            Chemtura
      Corporation

                                                                                          	 	
                                                                                            Chemtura
      Holding Company, Inc.

                                                                                          	 	
                                                                                            Common
      (voting)

                                                                                          	 	 	$	.01	 	 	 	1	 	 	 	330	 	 	 	66	%
	
                                                                                            Chemtura
      Corporation (successor to Chemtura USA Corporation)

                                                                                          	 	
                                                                                            Crompton
      & Knowles Receivables Corporation

                                                                                          	 	
                                                                                            Common

                                                                                          	 	 	$	0.01	 	 	 	1	 	 	 	1,000	 	 	 	100	%
	
                                                                                            Chemtura
      Corporation

                                                                                          	 	
                                                                                            Weber
      City Road LLC

                                                                                          	 	
                                                                                            Uncertificated

                                                                                          	 	 	N/A	 	 	
                                                                                            N/A

                                                                                          	 	 	
                                                                                            N/A

                                                                                          	 	 	
                                                                                            N/A

                                                                                          	 
	
                                                                                            Chemtura
      Corporation (successor to Uniroyal Chemical Company, Inc.)

                                                                                          	 	
                                                                                            CNK
      Chemical Realty Corporation

                                                                                          	 	N/A	 	 	N/A	 	 	 	10	 	 	 	100	 	 	 	100	%
	
                                                                                            Chemtura
      Corporation (successor to Uniroyal Chemical Company, Inc.)

                                                                                          	 	
                                                                                            Naugatuck
      Treatment Company

                                                                                          	 	
                                                                                            Common

                                                                                          	 	 	
                                                                                            None

                                                                                          	 	 	 	3	 	 	 	100	 	 	 	100	%


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                      Grantor

                                                                                    	 	
                                                                                      Issuer

                                                                                    	 	
                                                                                      Class of Equity

                                                                                      Interest

                                                                                    	 	 	
                                                                                      Par Value

                                                                                    	 	 	
                                                                                      Certificate

                                                                                      No(s)

                                                                                    	 	 	
                                                                                      Number

                                                                                      of Shares

                                                                                    	 	 	
                                                                                      Percentage

                                                                                      of

                                                                                      Outstanding

                                                                                      Shares

                                                                                    	 
	
                                                                                      Chemtura
      Corporation (successor to Uniroyal Chemical Company, Inc.)

                                                                                    	 	
                                                                                      GT
      Seed Treatment, Inc.

                                                                                    	 	N/A	 	 	$	1.00	 	 	 	2	 	 	 	116,310	 	 	 	100	%
	
                                                                                      Chemtura
      Corporation (successor to Uniroyal Chemical Company, Inc.)

                                                                                    	 	
                                                                                      Kem
      Manufacturing Corporation

                                                                                    	 	N/A	 	 	 	N/A	 	 	 	2	 	 	 	5,000	 	 	 	100	%
	
                                                                                      Chemtura
      Corporation  (successor to Chemtura USA
    Corporation)

                                                                                    	 	
                                                                                      Uniroyal
      Chemical Company Limited

                                                                                    	 	N/A	 	 	$	100.00	 	 	 	14	 	 	 	3,997	 	 	 	100	%
	
                                                                                      Chemtura
      Corporation

                                                                                    	 	
                                                                                      Great
      Lakes Chemical Corporation

                                                                                    	 	N/A	 	 	 	N/A	 	 	 	1	 	 	 	100	 	 	 	100	%
	
                                                                                      Chemtura
      Corporation (successor to Uniroyal Chemical Company, Inc.)

                                                                                    	 	
                                                                                      Monochem,
      Inc.

                                                                                    	 	N/A	 	 	
                                                                                      None

                                                                                    	 	 	 	1	 	 	 	502,020	 	 	 	100	%
	
                                                                                      Chemtura
      Corporation (successor to Uniroyal Chemical Company, Inc.)

                                                                                    	 	
                                                                                      Crompton
      Monochem, Inc.

                                                                                    	 	N/A	 	 	$	0.01	 	 	 	2	 	 	 	1,000	 	 	 	100	%
	
                                                                                      Foreign
      Subsidiaries

                                                                                    	 
	
                                                                                      Chemtura
      Corporation

                                                                                    	 	
                                                                                      Crompton
      Specialties Sdn. Bhd.

                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                                                      Chemtura
      Corporation

                                                                                    	 	
                                                                                      PT
      Crompton Indonesia

                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                                                      Chemtura
      Corporation

                                                                                    	 	
                                                                                      Chemtura
      (Thailand) Ltd.

                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                                                      Chemtura
      Corporation

                                                                                    	 	
                                                                                      Chemtura
      Taiwan Limited

                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                                                      Chemtura
      Corporation

                                                                                    	 	
                                                                                      Crompton,
      Inc.

                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                                                      Chemtura
      Corporation

                                                                                    	 	
                                                                                      Chemtura
      Hong Kong Limited

                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Grantor

                                              	 	
                                                Issuer

                                              	 	
                                                Class of Equity

                                                Interest

                                              	 	 	
                                                Par Value

                                              	 	 	
                                                Certificate

                                                No(s)

                                              	 	 	
                                                Number

                                                of Shares

                                              	 	 	
                                                Percentage

                                                of

                                                Outstanding

                                                Shares

                                              	 
	
                                                Chemtura
      Corporation

                                              	 	
                                                Chemtura
      (HK) Holding Co. Limited

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Crompton
      Specialties Asia Pacific Pte. Ltd.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Chemtura
      Singapore Pte. Ltd.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Crompton
      Specialties Shanghai Company Limited

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Chemtura
      Chemicals (Nanjing) Co., Ltd.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Chemtura
      Australia Pty. Ltd.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Chemtura
      Chemicals India Private Limited

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Crompton
      & Knowles of Canada Ltd.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                0956-0921
      Quebec Inc.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Chemtura
      Quimica Argentina S.A.C.I.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Chemtura
      Colombia Ltda.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Crompton
      Corporation Ltda.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Chemtura
      Corporation Mexico de R.L. de C.V.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                Chemtura
      Corporation

                                              	 	
                                                Crompton
      Servicios S.A. de C.V.

                                              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Grantor

                                        	 	
                                          Issuer

                                        	 	
                                          Class of Equity

                                          Interest

                                        	 	
                                          Par Value

                                        	 	
                                          Certificate

                                          No(s)

                                        	 	
                                          Number

                                          of Shares

                                        	 	
                                          Percentage

                                          of

                                          Outstanding

                                          Shares

                                        	 
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      Specialties Ecuador S.A.

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      Belgium N.V.

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      Korea Inc.

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	64.74	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Uniroyal
      Chemical S.A.

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      Europe Limited

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      (Pty.) Ltd.

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Uniroyal
      Chemical S.A.R.L.

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Crompton
      S.A.

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      Management GmbH

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      Holdings GmbH

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      Verwaltungs GmbH

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation

                                        	 	
                                          Chemtura
      LLC

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Chemtura
      Corporation (as successor to Chemtura USA Corporation)

                                        	 	
                                          Uniroyal
      Chemical Taiwan Limited

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	66	%
	
                                          Indirect
      Subsidiaries

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 
	
                                          Great
      Lakes Chemical Corporation

                                        	 	
                                          GLCC
      Laurel, LLC

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	50	%
	
                                          Laurel
      Industries Holdings, Inc.

                                        	 	
                                          GLCC
      Laurel, LLC

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	50	%
	
                                          Great
      Lakes Chemical Global, Inc.

                                        	 	
                                          Laurel
      Industries Holdings, Inc.

                                        	 	 
      	 	 
      	 	 
      	 	 
      	 	 	100	%


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Grantor

                                                    	 	
                                                      Issuer

                                                    	 	
                                                      Class of Equity

                                                      Interest

                                                    	 	 	
                                                      Par Value

                                                    	 	 	
                                                      Certificate

                                                      No(s)

                                                    	 	 	
                                                      Number

                                                      of Shares

                                                    	 	 	
                                                      Percentage

                                                      of

                                                      Outstanding

                                                      Shares

                                                    	 
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      BioLab
      Company Store, LLC

                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      BioLab
      Franchise Company, LLC

                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%
	
                                                      Crompton
      Holding Corporation

                                                    	 	
                                                      Crompton
      Colors Incorporated

                                                    	 	
                                                      Common

                                                    	 	 	$	1.00	 	 	 	4	 	 	 	500	 	 	 	100	%
	
                                                      Great
      Lakes Chemical Corporation

                                                    	 	
                                                      QO
      Chemicals, Inc.

                                                    	 	
                                                      Common

                                                    	 	 	$	1.00	 	 	 	3	 	 	 	6,600	 	 	 	66	%
	
                                                      Great
      Lakes Chemical Corporation

                                                    	 	
                                                      Great
      Lakes Chemical Global, Inc.

                                                    	 	
                                                      Common

                                                    	 	 	
                                                      None

                                                    	 	 	 	1	 	 	 	1,000	 	 	 	100	%
	
                                                      Great
      Lakes Chemical Corporation

                                                    	 	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      Common

                                                    	 	 	
                                                      None

                                                    	 	 	 	4	 	 	 	915	 	 	 	100	%
	
                                                      Great
      Lakes Chemical Corporation

                                                    	 	
                                                      WRL
      of Indiana, Inc.

                                                    	 	
                                                      Common

                                                    	 	 	$	100.00	 	 	 	2	 	 	 	10	 	 	 	100	%
	
                                                      Great
      Lakes Chemical Corporation

                                                    	 	
                                                      ISCI,
      Inc.

                                                    	 	N/A	 	 	
                                                      None

                                                    	 	 	 	61	 	 	 	6,526	 	 	 	100	%
	
                                                      Great
      Lakes Chemical Corporation

                                                    	 	
                                                      Chemtura
      Sales Mexico S. de R.L. de C.V.

                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      ASCK,
      Inc.

                                                    	 	
                                                      Common

                                                    	 	 	
                                                      None

                                                    	 	 	 	2	 	 	 	10	 	 	 	100	%
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      Aqua
      Clear Industries, LLC

                                                    	 	N/A	 	 	
                                                      N/A

                                                    	 	 	 	4	 	 	 	100,000	 	 	 	100	%
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      ASEPSIS,
      Inc.

                                                    	 	
                                                      Common

                                                    	 	 	$	1.00	 	 	 	00003	 	 	 	1,000	 	 	 	100	%
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      HomeCare
      Labs, Inc.

                                                    	 	 N/A	 	 	$	0.01	 	 	 	C-12	 	 	 	100	 	 	 	100	%
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      Recreational
      Water Products, Inc.

                                                    	 	
                                                      Common

                                                    	 	 	
                                                      None

                                                    	 	 	 	2	 	 	 	1,000	 	 	 	100	%
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      Poolbrite
      (SA) (PTY) Ltd.

                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                      Bio-Lab,
      Inc.

                                                    	 	
                                                      Recreational
      Water Products Inc. (Canada)

                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          Grantor

                                                        	 	
                                                          Issuer

                                                        	 	
                                                          Class of Equity

                                                          Interest

                                                        	 	
                                                          Par Value

                                                        	 	 	
                                                          Certificate

                                                          No(s)

                                                        	 	 	
                                                          Number

                                                          of Shares

                                                        	 	 	
                                                          Percentage

                                                          of

                                                          Outstanding

                                                          Shares

                                                        	 
	
                                                          Bio-Lab,
      Inc.

                                                        	 	
                                                          A
      & M Cleaning Products, LLC

                                                        	 	
                                                          Uncertificated

                                                        	 	
                                                          N/A

                                                        	 	 	
                                                          N/A

                                                        	 	 	
                                                          N/A

                                                        	 	 	
                                                          N/A

                                                        	 
	
                                                          Bio-Lab,
      Inc.

                                                        	 	
                                                          BioLab
      Textile Additives, LLC

                                                        	 	
                                                          Uncertificated

                                                        	 	
                                                          N/A

                                                        	 	 	
                                                          N/A

                                                        	 	 	
                                                          N/A

                                                        	 	 	
                                                          N/A

                                                        	 
	
                                                          Chemtura
      Corporation

                                                        	 	
                                                          Hatco
      Advanced Technologies Corporation

                                                        	 	
                                                          Common

                                                        	 	$	.01	 	 	 	2	 	 	 	66	 	 	 	66	%
	
                                                          Chemtura
      Corporation

                                                        	 	
                                                          Anderol
      B.V.

                                                        	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%
	
                                                          Great
      Lakes Chemical Corporation

                                                        	 	
                                                          Niagara
      Insurance Company Ltd. (Bermuda Company)

                                                        	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	66	%


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Schedule III
to the

       

      Pledge
and Security Agreement

       

      CHANGES
IN NAME, LOCATION, ETC.

       

      
        
          	
                  1.

                	
                  Changes
      in the Grantor’s Name (including new Grantor with a new name and names
      associated with all predecessors in interest of the
    Grantor):

                
	 
      	 
      
	 
      	
                  Grantor

                	 
      	
                  Changes

                
	 
      	
                  None.

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  2.

                	
                  Changes
      in the Location of Inventory:

                
	 
      	 
      
	 
      	
                  Grantor

                	 
      	
                  Changes

                
	 
      	
                  None.

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  3.

                	
                  Changes
      in the Type of Organization:

                
	 
      	 
      
	 
      	
                  Grantor

                	 
      	
                  Changes

                
	 
      	
                  None.

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  4.

                	
                  Changes
      in the Jurisdiction of Organization:

                
	 
      	 
      
	 
      	
                  Grantor

                	 
      	
                  Changes

                
	 
      	
                  None.

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  5.

                	
                  Changes
      in the Organizational Identification Number:

                
	 
      	 
      
	 
      	
                  Grantor

                	 
      	
                  Changes

                
	 
      	
                  None.

                	 
      	 
      
	 
      	 
      	 
      	 
      


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule IV
to the

       

      Pledge
and Security Agreement

       

      LOCATION
OF INVENTORY

       

      
        
          
            
              
                	
                        Grantor

                      	 	
                        Location of Inventory

                      	 	
                        Owned/Leased

                      
	
                        A&M
      Cleaning Products, LLC

                      	 	
                        N/A

                      	 	
                        N/A

                      
	
                        Anderol,
      Inc

                         

                      	 	
                        Anderol
      Plant

                        215
      Merry Lane

                        East
      Hanover, NJ 07936

                      	 	
                        Owned

                      
	 	
                        USA
      WAREHOUSE

                        10
      Possum Town Road

                        Piscataway,
      NJ 08854

                      	 	
                        Leased

                      
	 	
                        JERSEY
      WAREHOUSE

                        200
      Theodore Conrad Dr

                        Jersey
      City, NJ 07305

                      	 	
                        Leased

                      
	 	
                        DION
      WAREHOUSE

                        1543
      W. 16th Street

                        Long
      Beach, CA 90813

                      	 	
                        Leased

                      
	 	
                        PELHAM
      WAREHOUSE

                        917
      Parkway Drive

                        Grand
      Prairie, TX 75051

                      	 	
                        Leased

                      
	
                        Aqua
      Clear Industries, LLC

                      	 	
                        N/A

                      	 	
                        N/A

                      
	
                        ASCK,
      Inc.

                      	 	
                        N/A

                      	 	
                        N/A

                      
	
                        ASEPSIS,
      Inc.

                      	 	
                        N/A

                      	 	
                        N/A

                      
	
                        BioLab
      Company Store, LLC

                         

                      	 	
                        425
      Buford Hwy

                        Suite
      103

                        Suwanee,
      GA 30024

                      	 	
                        Leased

                      
	
                        BioLab
      Franchise Company, LLC

                      	 	
                        N/A

                      	 	
                        N/A

                      
	
                        BioLab
      Textile Additives, LLC

                      	 	
                        N/A

                      	 	
                        N/A

                      
	
                        Bio-Lab,
      Inc.

                         

                      	 	
                        5555
      N. 51st
      Ave

                        Suite
      101

                        Glendale,
      AZ 85301

                      	 	
                        Leased
      Warehouse

                         

                      
	 	
                        300
      Centerpoint Road

                        New
      Castle, DE 19720

                      	 	
                        Leased
      Warehouse

                      
	 	
                        Broadway
      Whse

                        7750
      Industrial Drive

                        Forest
      Park, IL 60130

                      	 	
                        Leased

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  	 
      	 	
                          Jacobsen

                          4701
      West Jefferson Street

                          Phoenix,
      AZ 85043

                        	 	
                          Leased

                        
	 	
                          1350
      Lester Road

                          Conyers,
      GA 30012

                        	 	
                          Leased
      Warehouse

                        
	 	
                          Ashley
      Plant

                          601
      Thomson Drive

                          Ashley,
      IN 46705

                        	 	
                          Owned

                        
	 	
                          Adrian
      Plant

                          1400
      East Michigan

                          Adrian,
      MI 49221

                        	 	
                          Owned

                        
	 	
                          Averitt

                          11125
      Palmbay Drive

                          Orlando,
      FL 32824

                        	 	
                          Leased

                        
	 	
                          1601
      Rockdale Industrial Blvd.

                          Conyers,
      GA 30012

                        	 	
                          Leased
      Warehouse

                        
	 	
                          14108
      Lochridge Blvd.

                          Covington,
      GA 30014

                        	 	
                          Leased
      Warehouse

                        
	 	
                          Rinchem

                          1235B
      South Loop 4

                          Buda,
      TX 78610

                        	 	
                          Leased

                        
	 	
                          Conyers
      Plant

                          1700
      Old Covington Highway

                          Conyers,
      GA 30012

                        	 	
                          Owned

                           

                        
	 	
                          Lake
      Charles Plant

                          910
      Interstate 10 West

                          P.O.
      Box 520

                          West
      Lake, LA 70669

                        	 	
                          Owned

                           

                        
	 	
                          Automated
      Packaging

                          115
      Manufacturers Court

                          Winder,
      GA 30680

                        	 	
                          Leased

                        
	 	
                          ContraPac

                          675
      Great Southwest Parkway

                          Atlanta,
      GA  30336

                           

                        	 	
                          Toller

                        


                

              

            

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

               

            

            
              
                
                  	
                          Chemtura
      Corporation

                        	 	
                          Chemtura
      Corporation

                          199
      Benson Road

                          Middlebury,
      CT  06749

                        	 	
                          Lease

                        
	 	
                          Bay
      Minette Plant

                          43300
      Highway 225

                          BAY
      MINETTE, AL, 36507

                        	 	
                          Owned

                        
	 	
                          Gastonia
      Plant

                          214
      W Ruby Ave

                          GASTONIA,
      NC, 28054

                        	 	
                          Owned

                        
	 	
                          Morgantown
      North Plant, 1000 Morgantown Industrial Prk, MORGANTOWN, WV,
      26501

                        	 	
                          Owned

                        
	 	
                          Mapleton
      Metal Organics Plant

                          8220
      W. Route 24

                          MAPLETON,
      IL, 61547

                        	 	
                          Owned

                        
	 
      	 	
                          Perth
      Amboy Plant

                          1000
      Convery Blvd

                          PERTH
      AMBOY, NJ, 08862-1932

                        	 	
                          Owned

                        
	 	
                          Taft
      Plant

                          Highway
      3142

                          TAFT,
      LA, 70057-0310

                        	 	
                          Owned

                        
	 	
                          Albemarle
      Corporation

                          Tyrone
      Industrial Park

                          TYRONE,
      PA, 16686

                        	 	
                          Toller

                        
	 	
                          Ametek

                          42
      Mountain Avenue, NESQUEHONING, PA, 18240

                        	 	
                          Toller

                        
	 	
                          Bartlo
      Packaging Inc.

                          61
      Willett St

                          PASSAIC,
      NJ, 07055

                        	 	
                          Toller

                        
	 	
                          Bold
      Corp.

                          Highway
      129 North

                          OCILLA,
      GA, 31774

                        	 	
                          Toller

                        
	 	
                          Bold
      Corp.

                          7745
      Magnolia Industrial Blvd., TIFTON, GA, 31794

                        	 	
                          Toller

                        
	 	
                          BPS
      Inc.

                          28
      Phillips Road

                          HELENA,
      AR, 72342

                        	 	
                          Toller

                        
	 	
                          Colormatrix
      Corp.,

                          680
      North Rocky River Dr.,

                          BEREA,
      OH, 44017

                        	 	
                          Toller

                        
	 	
                          Compound
      Engineer Solutions

                          473
      Rt 46

                          CLIFTON,
      NJ, 07011

                        	 	
                          Toller

                        
	 	
                          Toll
      Compaction Inc.

                          14
      Memorial Drive

                           NEPTUNE,
      NJ, 07753

                        	 	
                          Toller

                        
	 	
                          DanChem
      Technologies Inc,

                          1975
      Richmond Blvd.

                          DANVILLE,
      VA, 24543

                        	 	
                          Toller

                        


                

              

            

          

        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 
      	 	
                    Eastman
      Chemical

                    Highway
      129 North

                    KINGSPORT,
      TN, 37662

                  	 	
                    Toller

                  
	 	
                    Grant
      Mfg Alloying, Inc.

                    200
      C. Furnace Street

                    Birdsboro,
      PA  19508

                  	 	
                    Toller

                  
	 	
                    Helena
      Chemical Co.

                    434
      Fenn Rd.

                    CORDELE,
      GA, 31010

                  	 	
                    Toller

                  
	 	
                    Akzo
      Nobel Ind Specialties

                    15200
      Almeda Road

                    HOUSTON,
      TX, 77053

                  	 	
                    Toller

                  
	 	
                    Inchem

                    800
      Cel-River Rd.

                    ROCK
      HILL, SC, 29730

                  	 	
                    Toller

                  
	 	
                    KMCO,
      L.P.

                    16503
      Ramsey Rd.

                    CROSBY,
      TX, 77532

                  	 	
                    Toller

                  
	 	
                    Orrex
      Plastic Company

                    2800
      S. Orrex Ave.

                    ODESSA,
      TX, 79766

                  	 	
                    Toller

                  
	 	
                    PBI
      Gordon Corp.

                    Alternate
      69 Highway

                    CRESTLINE,
      KS, 66728

                  	 	
                    Toller

                  
	 	
                    Pueblo
      Chemical and Supply Co.

                    South
      Star Route 83

                    GARDEN
      CITY, KS, 67846

                  	 	
                    Toller

                  
	 	
                    Rubicon
      Chemical

                    9156
      Highway 75

                    GEISMAR,
      LA, 70734

                  	 	
                    Toller

                  
	 	
                    Stoney
      Creek

                    3300
      West Fourth Street

                    TRAINER,
      PA, 19061

                  	 	
                    Toller

                  
	 	
                    Hartley
      Oil Co.

                    Rt.
      68 South

                    RAVENSWOOD,
      WV, 26164

                  	 	
                    Toller

                  
	 	
                    American
      Custom Drying

                    109
      Elbow Lane

                    BURLINGTON,
      NJ, 08016

                  	 	
                    Toller

                  
	 	
                    Land
      View Inc.

                    3245
      N. 4500 E

                    Murtaugh,
      ID  83344

                  	 	
                    Toller

                  


          

        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	 	
                                          Platte
      Chemical Co.

                                          917
      Platte Road

                                          Greenville,
      MS  38764

                                        	 	
                                          Toller

                                        
	 	
                                          Sonneborn
      Corporation

                                          100
      Sonneborn Lane

                                          Petrolia,
      PA  16050

                                        	 	
                                          Toller

                                        
	 	
                                          Plastic
      Diversity Solution LLC

                                          349
      Lake Road

                                          Dayville,
      CT  06241

                                        	 	
                                          Toller

                                        
	 	
                                          American
      Warehouse

                                          3150
      S. Willow Avenue

                                          FRESNO,
      CA, 93725

                                        	 	
                                          Leased

                                        
	 	
                                          American
      Warehousing

                                          106
      U.S. HWY 117 BYPASS

                                          GOLDSBORO,
      NC, 27530

                                        	 	
                                          Leased

                                        
	 
      	 	
                                          Cascio
      Storage & Whse Inc.

                                          1795
      North Theobald Ext., GREENVILLE, MS, 38701

                                        	 	
                                          Leased

                                        
	 	
                                          Transflow

                                          454
      York Street

                                          ELIZABETH,
      NJ, 07201

                                        	 	
                                          Leased

                                        
	 	
                                          Dixie
      Warehouse & Cartage Co.

                                          6406
      Grade Lane

                                          LOUISVILLE,
      KY, 40213

                                        	 	
                                          Leased

                                        
	 	
                                          Freeport
      Terminal

                                          700
      Riverside Drive

                                          FREEPORT,
      PA, 16229

                                        	 	
                                          Leased

                                        
	 	
                                          Gray
      Distr Service

                                          1315
      Industry Avenue

                                          ALBANY,
      GA, 31706

                                        	 	
                                          Leased

                                        
	 	
                                          Inland
      Empire Distribution Co.

                                          1211
      East St. Helens

                                          PASCO,
      WA, 99301

                                        	 	
                                          Leased

                                        
	 	
                                          Kinder
      Morgan

                                          3540
      River Road

                                          HARVEY,
      LA, 70058

                                        	 	
                                          Leased

                                        
	 	
                                          Prairie
      Industries

                                          800
      N State Street

                                          PRAIRIE
      DU CHIEN, WI, 53821

                                        	 	
                                          Leased

                                        
	 	
                                          Robertson
      Whse

                                          4206
      Locust Drive

                                          LUBBOCK,
      TX, 79404

                                        	 	
                                          Leased

                                        
	 	
                                          Northeast
      DC

                                          900
      Sathers Drive

                                          PITTSTON,
      PA, 18640

                                        	 	
                                          Leased

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	 
      	
                  Terminal
      Warehouse

                  1779
      Marvo Dr.

                  AKRON,
      OH, 44306

                	 
      	
                  Leased

                
	 
      	
                  Chicagoland

                  7715
      South 78th Ave.

                  BRIDGEVIEW,
      IL, 60455

                	 
      	
                  Leased

                
	 
      	
                  Carolina
      Warehouse

                  2002
      Oaks Parkway

                  BELMONT,
      NC, 28012

                	 
      	
                  Leased

                
	 
      	
                  Afton
      Chemical Corp,

                  01
      Monsanto Ave.

                  SAUGET,
      IL, 62201

                	 
      	
                  Leased

                
	 
      	
                  G.R.
      Daniels Warehouse, LLC

                  19258
      Turner Ave.

                  HUTCHINSON,
      MN, 55350

                	 
      	
                  Leased

                
	 
      	
                  AWI
      – Houston

                  1918
      Collingsworth Road

                  HOUSTON,
      TX, 77009-4398

                	 
      	
                  Leased

                
	 
      	
                  Ventura
      Transfer Co

                  5724
      Bandini Blvd

                  Long
      Beach, CA  90810

                	 
      	
                  Leased

                
	 
      	
                  Northeast
      DC

                  900
      Sathers Drive

                  PITTSTON,
      PA, 18640

                	 
      	
                  Leased

                


        

      

      
        
          
            
              	 
      	 	
                      HATCO
      - FORDS Plant

                      1020
      King George Post Rd

                      Fords,
      NJ 08863

                    	 	
                      Owned

                    
	 	
                      Fas
      Pack

                      411
      Fairfield Ave

                      Michigan
      City, IN 46360

                    	 	
                      Toller

                    
	 	
                      AR
      Packing

                      W222
      N 744 Cheaney Road

                      Wankesha,
      WI  53106

                    	 	
                      Toller

                    
	 	
                      BROOKS
      W/H

                      One
      Finderne Avenue

                      Bridgewater,
      NJ 08807

                    	 	
                      Leased

                    
	 	
                      Weylchem

                      3750
      Clanton Road

                      Augusta,
      GA  30906

                    	 	
                      Toller

                    
	 	
                      Essential
      Industrials

                      28391
      Essential Road

                      Merton,
      WI  53056

                    	 	
                      Toller

                    
	 	
                      Carolina
      DC

                      2002
      Oaks Parkway

                      Belmont,
      NC 28012

                    	 	
                      Leased

                    


            

          

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    	 
      	 	
                            Reddick
      Fumigants

                            3002
      West Main Street

                            Williamston,
      NC, 27892

                          	 	
                            Toller

                          
	 	
                            Manufacturing
      Chemical Inc.

                            17
      Callahan Road

                            Dalton,
      GA  30721

                          	 	
                            Toller

                          
	 	
                            Hendrix
      & Dall

                            900
      W. Golden Road

                            Tifton,
      GA  31794

                          	 	
                            Toller

                          
	 	
                            Spartech
      Polycom, Inc.

                            1141
      108th
      Street

                            Arlinton,
      X  76011

                          	 	
                            Toller

                          
	 	
                            Midwest
      Customer Services

                            1802
      Winter Street

                            Fort
      Wayne, IN  46803

                          	 	
                            Toller

                          
	 	
                            Padanaplast

                            1395
      Danner Drive

                            Aurora,
      OH  44202

                          	 	
                            Toller

                          
	 	
                            Carolina
      Pelleting

                            1694
      Fisher Court

                            Newton,
      NC  28658

                          	 	
                            Toller

                          
	 
      	 	
                            Fractal
      Mechanics

                            869
      West Avenue

                            Rochester,
      NY  14611

                          	 	
                            Toller

                          
	 	
                            Foam
      Supplies Inc

                            4387
      Rider Trail N

                            Earth
      City, MO, 63045

                          	 	
                            Leased

                          
	 
      	 	
                            American
      Warehouse

                            1918
      Collingsworth Road

                            Houston,
      TX, 77009

                          	 	
                            Leased

                          
	 
      	 	
                            Great
      Lakes

                            4530
      Annapolis Road

                             Baltimore,
      MD, 21227

                          	 	
                            Leased

                          
	 	
                            Dana
      Corporation

                            210
      East Essex Ave

                            Avenal,
      NJ, 07001

                          	 	
                            Leased

                          
	 	
                            Baxter-Harris

                            2000
      & 2002 Oaks Parkway

                            Belmont,
      NC, 28012

                          	 	
                            Leased

                          
	 	
                            Spartec

                            1121
      108th St

                            Arlington,
      TX, 76011

                          	 	
                            Toller

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 
      	 	
                    UTI

                    3450
      Roy Orr Blvd

                    Grand
      Praire, TX, 75050

                  	 	
                    Leased

                  
	 	
                    Le
      Saint Warehouse

                    900
      Sathers Drive

                    Pittston,
      PA, 18640

                  	 	
                    Leased

                  
	 	
                    GLCC
      Laurel

                    2226
      Haynesville Highway

                    El
      Dorado, AR 71730

                  	 	
                    Owned

                  
	 
      	 	
                    McFarland

                    13074
      Zachary Ave

                    McFarland,
      CA, 93250

                  	 	
                    Leased

                  
	 
      	 	
                    MidAmerica
      Warehouse

                    1380
      Perry Road

                    Plainfield,
      IN, 46168

                  	 	
                    Leased

                  
	 
      	 	
                    Terminal
      Whse

                    1779
      Marvo Dr.

                    AKRON,
      OH, 44306

                  	 	
                    Leased

                  
	 
      	 	
                    GLCC

                    West
      Lafayette, IN

                  	 	
                    Owned

                  
	 
      	 	
                    American
      Warehouse

                    1918
      Collingsworth Road

                    Houston,
      TX, 77009

                  	 	
                    Leased

                  
	 
      	 	
                    Mid
      America Warehouse

                    1380
      South Perry Rd

                    Plainfield,
      IN, 46168

                  	 	
                    Leased

                  
	 
      	 	
                    HATCO
      - FORDS Plant

                    1020
      King George Post Rd

                    Fords,
      NJ 08863

                  	 	
                    Owned

                  
	 
      	 	
                    Fas
      Pack

                    411
      Fairfield Ave

                    Michigan
      City, IN 46360

                  	 	
                    Toller

                  


          

        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 
      	 	
                    BROOKS
      W/H

                    One
      Finderne Avenue

                    Bridgewater,
      NJ 08807

                  	 	
                    Leased

                  
	 
      	 	
                    USA
      WAREHOUSE

                    c/o
      1776 South 2nd St

                    Piscataway,
      NJ 08854

                  	 	
                    Leased

                  
	 
      	 	
                    Carolina
      DC

                    2002
      Oaks Parkway

                    Belmont,
      NC 28012

                  	 	
                    Leased

                  
	
                    CNK
      Chemical Realty Corporation

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Crompton
      Colors Incorporated

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Crompton
      Holding Corporation

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Crompton
      Monochem, Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Great
      Lakes Chemical Global, Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    GT
      Seed Treatment, Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    HomeCare
      Labs, Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    ISCI,
      Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Kem
      Manufacturing Corporation

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Monochem,
      Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Naugatuck
      Treatment Company

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Recreational
      Water Products, Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Uniroyal
      Chemical Company Limited (Delaware)

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Weber
      City Road LLC

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    WRL
      of Indiana, Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    GLCC
      Laurel, LLC

                  	 	
                    N/A

                  	 	
                    N/A

                  
	
                    Laurel
      Industries Holding Inc.

                  	 	
                    N/A

                  	 	
                    N/A

                  


          

        

      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Schedule V
to the

      Pledge
and Security Agreement

      


      DESCRIPTION
OF COLLATERAL

      


      This
financing statement covers all of the following property of the Debtor whether
now owned or hereafter acquired by the Debtor, wherever located, and whether now
or hereafter existing or arising (collectively, the “Collateral”):

      


      (a)           all
inventory (as defined in the Uniform Commercial Code as in effect from time to
time in the State of New York);

      


      (b)           all
shares of stock and other shares of capital stock and all equity interests of
any type (or other ownership or profit interests) from time to time acquired by
the Debtor in any manner, and the certificates, if any, representing such shares
of stock, other shares of capital stock or other equity interests, and (ii) all
dividends, distributions, return of capital, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares of stock, other shares
of capital stock or other equity interests; and

      


      (c)           all
proceeds of, collateral for and supporting obligations relating to, any and all
of the Collateral (including, without limitation, proceeds, collateral and
supporting obligations that constitute property of the types described in
paragraphs (a), (b) and (c)) and, to the extent not otherwise included, all
(i) payments under insurance or any indemnity, warranty or guaranty,
payable by reason of loss or damage to or otherwise with respect to any of the
foregoing Collateral and (ii) cash.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
A to the

      Pledge
and Security Agreement

      


      FORM
OF PLEDGE AND SECURITY AGREEMENT SUPPLEMENT

      


      [Date of
Pledge and Security Agreement Supplement]

      


      Citibank,
N.A.,

      as the
Agent for the

      Secured
Parties referred to in the

      Credit
Agreement referred to below

      ________________________

      ________________________

      Attn:
___________________

      


      Chemtura
Corporation

      


      Ladies
and Gentlemen:

      


      Reference
is made to (i) the Credit Agreement dated as of July 1, 2005 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit
Agreement”), among Chemtura Corporation, a Delaware corporation, as the
Borrower, the Lenders party thereto,  and Citibank, N.A., as
administrative agent for the Lenders, and (ii) the Second Amended and
Restated Pledge and Security Agreement dated December 30, 2008 (as further
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Pledge and
Security Agreement”) made by the Grantors from time to time party thereto
in favor of the Agent for the Secured Parties.  Terms defined in the
Credit Agreement or the Pledge and Security Agreement and not otherwise defined
herein are used herein as defined in the Credit Agreement or the Pledge and
Security Agreement.

      


      SECTION
1.  Grant of
Security.  The undersigned hereby grants to the Agent, for the
ratable benefit of the Secured Parties, a security interest in, all of its
right, title and interest in and to all of the Collateral of the undersigned,
whether now owned or hereafter acquired by the undersigned, wherever located and
whether now or hereafter existing or arising, including, without limitation, the
property and assets of the undersigned set forth on the attached supplemental
schedules to the Schedules to the Pledge and Security Agreement.

      


      SECTION
2.  Security
for Obligations.  The grant of a security interest in, the
Collateral by the undersigned under this Pledge and Security Agreement
Supplement and the Pledge and Security Agreement secures the payment of all
Secured Obligations of the undersigned now or hereafter existing under or in
respect of the Loan Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations, interest,
premiums, penalties, fees, indemnifications, contract causes of action, costs,
expenses or otherwise.  Without limiting the generality of the
foregoing, this Pledge and Security Agreement Supplement and the Pledge and
Security Agreement secures the payment of all amounts that constitute part of
the Secured Obligations and that would be owed by the undersigned to any Secured
Party under the Loan Documents but for the fact that such Secured Obligations
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving a Loan Party.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      SECTION
3.  Supplements to Pledge and
Security Agreement Schedules.  The undersigned has attached
hereto supplemental Schedules I through IV to Schedules I through IV,
respectively, to the Pledge and Security Agreement, and the undersigned hereby
certifies, as of the date first above written, that such supplemental schedules
have been prepared by the undersigned in substantially the form of the
equivalent Schedules to the Pledge and Security Agreement and are complete and
correct.

      


      SECTION
4.  Representations and
Warranties.  The undersigned hereby makes each representation
and warranty set forth in Section 6 of the Pledge and Security Agreement
(as supplemented by the attached supplemental schedules) to the same extent as
each other Grantor.

      


      SECTION
5.  Obligations Under the Pledge
and Security Agreement.  The undersigned hereby agrees, as of
the date first above written, to be bound as a Grantor by all of the terms and
provisions of the Pledge and Security Agreement to the same extent as each of
the other Grantors.  The undersigned further agrees, as of the date
first above written, that each reference in the Pledge and Security Agreement to
an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the
undersigned.

      


      SECTION
6.  Governing
Law.  This Pledge and Security Agreement Supplement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

      


      
        
          
            
              	 
      	
                      Very
      truly yours,

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      [NAME
      OF ADDITIONAL GRANTOR]

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By

                    	 
      
	 
      	
                      Title:

                    
	 
      	 
      
	 
      	 
      	
                      Address
      for notices: