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                                                                   EXHIBIT 10.48

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                                PLEDGE AGREEMENT

                                      among

                              CROMPTON CORPORATION,

                           CERTAIN OF ITS SUBSIDIARIES
                         FROM TIME TO TIME PARTY HERETO

                                       and

                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                   as PLEDGEE

                        --------------------------------

                           Dated as of August 16, 2004

                        --------------------------------

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                                PLEDGE AGREEMENT

        PLEDGE AGREEMENT (as amended, restated, modified and/or supplemented
from time to time, this "Agreement"), dated as of August 16, 2004, among each of
the undersigned pledgors (each, a "Pledgor" and, together with any other entity
that becomes a pledgor hereunder pursuant to Section 30 hereof, the "Pledgors")
and Deutsche Bank AG New York Branch, as collateral agent for the benefit of the
Lender Creditors (as defined below) and as collateral agent for the benefit of
all of the Secured Creditors (as defined below) (in such capacities and (in
either case) together with any successor collateral agent, the "Pledgee").
Except as otherwise defined herein, all capitalized terms used herein and
defined in the Credit Agreement (as defined below) shall be used herein as
therein defined. Notwithstanding anything herein to the contrary, (i) for
purposes of Section 3.1(i)(A) hereof and the first reference to "Pledgee" in
Section 3.2(c) hereof, the term "Pledgee" shall mean Deutsche Bank AG New York
Branch (together with any successor collateral agent), in its separate
individual capacity as collateral agent for the benefit of the Lender Creditors
with respect to the Priority Credit Document Obligations, (ii) for purposes of
Section 3.1(i)(B) hereof and the second reference to "Pledgee" in Section 3.2(c)
hereof, the term "Pledgee" shall mean Deutsche Bank AG New York Branch (together
with any successor collateral agent), in its separate individual capacity as
collateral agent for the benefit of all of the Secured Creditors with respect to
the Obligations not constituting Priority Credit Document Obligations, and (iii)
for purposes of all other provisions in this Agreement, the term "Pledgee" shall
mean (x) Deutsche Bank AG New York Branch (together with any successor
collateral agent), in its separate individual capacity as collateral agent for
the benefit of the Lender Creditors with respect to the Priority Credit Document
Obligations and (y) Deutsche Bank AG New York Branch (together with any
successor collateral agent), in its separate individual capacity as collateral
agent for the benefit of all of the Secured Creditors with respect to the
Obligations not constituting Priority Credit Document Obligations.

                              W I T N E S S E T H :

        WHEREAS, Crompton Corporation, a Delaware corporation (the "Borrower"),
the lenders from time to time party thereto (the "Lenders"), Deutsche Bank AG,
Cayman Islands Branch, as Deposit Bank, and Deutsche Bank AG New York Branch, as
administrative agent (together with any successor administrative agent, the
"Administrative Agent") have entered into a Credit Agreement, dated as of August
16, 2004, providing for the making of Loans to the Borrower, and the issuance
of, and participation in, Letters of Credit for the account of the Borrower, all
as contemplated therein (the Lenders, each Issuing Lender, the Administrative
Agent and the Pledgee are herein called the "Lender Creditors") (as used herein,
the term "Credit Agreement" means the Credit Agreement described above in this
paragraph, as the same may from time to time be amended, modified, extended,
renewed, replaced, restated, supplemented and/or refinanced from time to time,
and including any agreement extending the maturity of, or refinancing or
restructuring (including, but not limited to, the inclusion of additional
borrowers or guarantors thereunder or any increase in the amount borrowed) of
all or any portion of, the indebtedness under such credit agreement or any
successor credit agreement, whether or not with the same agent, trustee,
representative, lenders or holders);

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        WHEREAS, the Borrower and/or one or more of the other Pledgors may at
any time and from time to time enter into one or more Interest Rate Protection
Agreements or Other Hedging Agreements with one or more Lenders or any affiliate
thereof (each such Lender or affiliate, even if the respective Lender
subsequently ceases to be a Lender under the Credit Agreement for any reason,
together with such Lender's or affiliate's successors and assigns, if any,
collectively, the "Hedging Creditors");

        WHEREAS, pursuant to the Subsidiaries Guaranty, each Subsidiary
Guarantor has jointly and severally guaranteed to the Lender Creditors and the
Hedging Creditors the payment and performance when due of all Guaranteed
Obligations as described (and defined) therein;

        WHEREAS, the Borrower has, prior to the date hereof, issued (x)
$110,000,000 in aggregate principal amount of its 7.75% debentures due 2023 (the
"Existing 2023 Senior Notes", and with the holders from time to time of such
Existing 2023 Senior Notes being herein called the "Existing 2023 Senior
Noteholders") pursuant to the Indenture, dated as of February 1, 1993, between
the Borrower (as successor-in-interest to Witco Corporation) and Deutsche Bank
Trust Company Americas (as successor-in-interest to JPMorgan Chase Bank (which
in turn was a successor-in-interest to The Chase Manhattan Bank, N.A.)), as
trustee (together with any successor trustee, the "Trustee"), as amended by the
First Supplemental Indenture thereto, dated as of February 1, 1996, among the
Borrower, the Trustee and U.S. Bank, National Association, as trustee for the
Existing 2006 Senior Notes (as further amended, modified or supplemented from
time to time, the "Existing Senior Notes Indenture"), and (y) $150,000,000 in
aggregate principal amount of its 6.875% debentures due 2026 (the "Existing 2026
Senior Notes", and with the holders from time to time of such Existing 2026
Senior Notes being herein called the "Existing 2026 Senior Noteholders"; and (i)
the Existing 2026 Senior Noteholders, together with the Existing 2023 Senior
Noteholders, are collectively referred to herein as the "Existing Senior
Noteholders" and (ii) the Existing 2023 Senior Notes, together with the Existing
2026 Senior Notes, are collectively referred to herein as the "Existing Senior
Notes") pursuant to the Existing Senior Notes Indenture;

        WHEREAS, the Borrower and/or one or more of the other Pledgors have
entered into, or may in the future enter into, one or more agreements or
arrangements providing for (x) cash overdraft protection to be made available to
the Borrower and/or one or more of the other Pledgors as part of their cash
management system and/or (y) credit card lines of credit to be made available to
certain employees of the Borrower and/or one or more of the other Pledgors, in
each case, with one or more Lenders or any affiliate thereof (each such Lender
or affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender's or
affiliate's successors and assigns, if any, collectively, the "Additional
Secured Creditors"), which agreements or arrangements may, in accordance with
the terms thereof and to the extent permitted by the Credit Agreement and the
other Credit Documents, be (x) guaranteed by the Borrower and/or one or more of
the other Pledgors and (y) secured on an equal and ratable basis in an aggregate
amount not to exceed $30,000,000 with the other Obligations not constituting
Priority Credit Document Obligations as hereinafter provided (each such
agreement or arrangement, an "Additional Secured Agreement");

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        WHEREAS, the Lender Creditors, the Hedging Creditors, the Existing
Senior Noteholders and the Additional Secured Creditors are collectively
referred to herein as the "Secured Creditors";

        WHEREAS, it is a condition precedent to (i) the making of Loans to, and
the issuance of, and participation in, Letters of Credit for the account of, the
Borrower under the Credit Agreement, (ii) the Hedging Creditors entering into
Interest Rate Protection Agreements and Other Hedging Agreements, and (iii) the
Additional Secured Creditors entering into Additional Secured Agreements, that
each Pledgor shall have executed and delivered to the Pledgee this Agreement;

        WHEREAS, because of the condition precedent described in the immediately
preceding recital, it is a requirement under the Existing Senior Notes Indenture
that the Borrower's obligations in respect of the Existing Senior Notes be
secured on an equal and ratable basis with a portion of the other Obligations
as, and to the extent, provided therein and herein; and

        WHEREAS, each Pledgor obtained benefits from the issuance by the
Borrower of the Existing Senior Notes and will obtain benefits from the
incurrence of Loans by the Borrower and the issuance of, and participation in,
Letters of Credit for the account of the Borrower under the Credit Agreement,
the entering into by the Borrower and/or one or more of the other Pledgors of
Interest Rate Protection Agreements or Other Hedging Agreements and the entering
into by the Borrower and/or one or more of the other Pledgors of Additional
Secured Agreements and, accordingly, desires to execute this Agreement in order
to satisfy the conditions described in the two preceding recitals and to induce
the Lenders to make Loans to the Borrower and issue, and/or participate in,
Letters of Credit for the account of the Borrower, the Hedging Creditors to
enter into Interest Rate Protection Agreements or Other Hedging Agreements with
the Borrower and/or one or more of the other Pledgors and the Additional Secured
Creditors to enter into Additional Secured Agreements with the Borrower and/or
one or more of the other Pledgors;

        NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to each Pledgor, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor hereby makes the following representations and
warranties to the Pledgee for the benefit of the Secured Creditors and hereby
covenants and agrees with the Pledgee for the benefit of the Secured Creditors
as follows:

        1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for
the benefit of the Secured Creditors to secure:

        (i)     the full and prompt payment when due (whether at stated
    maturity, by acceleration or otherwise) of all obligations, liabilities and
    indebtedness (including, without limitation, principal, premium, interest
    (including, without limitation, all interest that accrues after the
    commencement of any case, proceeding or other action relating to the
    bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor
    at the rate provided for in the respective documentation, whether or not a
    claim for post-petition interest is allowed in any such proceeding),
    reimbursement obligations under Letters of

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    Credit, fees, costs and indemnities) of such Pledgor and each other Pledgor
    to the Lender Creditors, whether now existing or hereafter incurred under,
    arising out of, or in connection with, the Credit Agreement and the other
    Credit Documents to which such Pledgor and each other Pledgor is a party
    (including, without limitation, in the event such Pledgor is a Subsidiary
    Guarantor, all such obligations, liabilities and indebtedness of such
    Pledgor and each other Pledgor under the Subsidiaries Guaranty) and the due
    performance and compliance by such Pledgor and each other Pledgor with all
    of the terms, conditions and agreements contained in the Credit Agreement
    and in such other Credit Documents (all such obligations, liabilities and
    indebtedness under this clause (i), except to the extent consisting of
    obligations or indebtedness with respect to Interest Rate Protection
    Agreements or Other Hedging Agreements being herein collectively called the
    "Credit Document Obligations");

        (ii)    the full and prompt payment when due (whether at stated
    maturity, by acceleration or otherwise) of all obligations, liabilities and
    indebtedness (including, without limitation, all interest that accrues after
    the commencement of any case, proceeding or other action relating to the
    bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor
    at the rate provided for in the respective documentation, whether or not a
    claim for post-petition interest is allowed in any such proceeding) owing by
    such Pledgor and each other Pledgor to the Hedging Creditors, whether now
    existing or hereafter incurred under, arising out of or in connection with
    any Interest Rate Protection Agreement or Other Hedging Agreement, whether
    such Interest Rate Protection Agreement or Other Hedging Agreement is now in
    existence or hereinafter arising (including, without limitation, in the case
    of a Pledgor that is a Subsidiary Guarantor, all obligations, liabilities
    and indebtedness of such Pledgor and each other Pledgor under the
    Subsidiaries Guaranty in respect of the Interest Rate Protection Agreements
    and Other Hedging Agreements), and the due performance and compliance by
    such Pledgor and each other Pledgor with all of the terms, conditions and
    agreements contained in each such Interest Rate Protection Agreement and
    Other Hedging Agreement (all such obligations, liabilities and indebtedness
    under this clause (ii) being herein collectively called the "Hedging
    Obligations");

        (iii)   the full and prompt payment when due (whether at the stated
    maturity, by acceleration or otherwise) of all obligations, liabilities and
    indebtedness (including, without limitation, principal, premium and interest
    (including, without limitation, all interest that accrues after the
    commencement of any case, proceeding or other action relating to the
    bankruptcy, insolvency, reorganization or similar proceeding of the Borrower
    at the rate provided for in the respective documentation, whether or not a
    claim for post-petition interest is allowed in any such proceeding)) owing
    by the Borrower to the Existing Senior Noteholders, whether now existing or
    hereafter incurred under, arising out of or in connection with the Existing
    Senior Notes and the other Existing Senior Notes Documents and the due
    performance and compliance by the Borrower with all of the terms, conditions
    and agreements contained in the Existing Senior Notes Documents (all such
    obligations, liabilities and indebtedness under this clause (iii) being
    herein collectively called the "Existing Senior Notes Obligations");

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        (iv)    the full and prompt payment when due (whether at stated
    maturity, by acceleration or otherwise) of all obligations, liabilities and
    indebtedness (including, without limitation, all interest that accrues after
    the commencement of any case, proceeding or other action relating to the
    bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor
    at the rate provided for in the respective documentation, whether or not a
    claim for post-petition interest is allowed in any such proceeding) owing by
    such Pledgor to the Additional Secured Creditors, whether now existing or
    hereafter incurred under, arising out of or in connection with any
    Additional Secured Agreement, whether such Additional Secured Agreement is
    now in existence or hereinafter arising, and the due performance and
    compliance by such Pledgor with all of the terms, conditions and agreements
    contained in each such Additional Secured Agreement (all such obligations,
    liabilities and indebtedness under this clause (iv) being herein
    collectively called the "Additional Secured Obligations");

        (v)     any and all sums advanced by the Pledgee in order to preserve
    the Collateral or preserve its security interest in the Collateral;

        (vi)    in the event of any proceeding for the collection or enforcement
    of any indebtedness, obligations, or liabilities of such Pledgor referred to
    in clauses (i) through (iv) above, after an Event of Default shall have
    occurred and be continuing, the reasonable expenses of retaking, holding,
    preparing for sale or lease, selling or otherwise disposing of or realizing
    on the Collateral, or of any exercise by the Pledgee of its rights
    hereunder, together with reasonable attorneys' fees and court costs; and

        (vii)   all amounts paid by any Indemnitee as to which such Indemnitee
    has the right to reimbursement under Section 8.1 of this Agreement;

all such obligations, liabilities, indebtedness, sums and expenses set forth in
clauses (i) through (vii) of this Section 1 being herein collectively called the
"Obligations", it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement; provided that, notwithstanding anything to the contrary
contained herein, (x) obligations, liabilities and indebtedness which would
otherwise constitute Additional Secured Obligations as defined in clause (iv) of
this definition shall not constitute "Obligations" for purposes of (or be
secured pursuant to) this Agreement or any other Security Document unless the
Borrower shall have delivered to the Collateral Agent a Notice of Security
Entitlement (as defined in the Security Agreement) pursuant to, and in
accordance with the terms of, the Security Agreement and (y) the Additional
Secured Creditors, by accepting the benefits of this Agreement and the other
Security Documents, hereby expressly acknowledge and agree that the aggregate
amount that they shall be entitled to receive from the exercise of remedies in
respect of (and the aggregate amount of Additional Secured Obligations to be
secured by) the Collateral under this Agreement, as well as the "collateral"
under all other Security Documents, will not exceed $30,000,000 in the
aggregate.

        2. DEFINITIONS. (a) Unless otherwise defined herein, all capitalized
terms used herein and defined in the Credit Agreement shall be used herein as
therein defined. Reference to singular terms shall include the plural and vice
versa.

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        (b)     The following capitalized terms used herein shall have the
definitions specified below:

        "Additional Secured Agreement" shall have the meaning provided in the
recitals hereto.

        "Additional Secured Creditor" shall have the meaning provided in the
recitals hereto.

        "Additional Secured Obligations" shall have the meaning set forth in
Section 1(iv) hereof.

        "Administrative Agent" shall have the meaning set forth in the recitals
hereto.

        "Adverse Claim" shall have the meaning given such term in Section
8-102(a)(1) of the UCC.

        "Agreement" shall have the meaning set forth in the first paragraph
hereof.

        "Borrower" shall have the meaning set forth in the recitals hereto.

        "Certificated Security" shall have the meaning given such term in
Section 8-102(a)(4) of the UCC.

        "Clearing Corporation" shall have the meaning given such term in Section
8-102(a)(5) of the UCC.

        "Collateral" shall have the meaning set forth in Section 3.1 hereof.

        "Collateral Accounts" shall mean any and all accounts established and
maintained by the Pledgee in the name of any Pledgor to which Collateral may be
credited.

        "Credit Agreement" shall have the meaning set forth in the recitals
hereto.

        "Credit Document Obligations" shall have the meaning set forth in
Section 1(i) hereof.

        "Domestic Corporation" shall have the meaning set forth in the
definition of "Stock."

        "Domestic Receivables Facility Property" shall mean, so long as the New
Domestic Receivables Facility is in effect, any promissory notes issued by, and
any Equity Interests in, Crompton Receivables Corporation or any successor
entity that is a purchaser of receivables from the Borrower and/or one or more
Domestic Subsidiaries thereof pursuant to the New Domestic Receivables Facility
and any accounts, collections, records and other property sold pursuant to (or
otherwise subject to a Lien of) the New Domestic Receivables Facility and
sufficiently described therein within the meaning of Section 9-108 of the UCC,
in each case to

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the extent that a grant of a security interest in any such property is
prohibited by the terms of the New Domestic Receivables Facility.

        "Event of Default" shall mean any (A) Event of Default (or similar term)
under, and as defined in, (i) the Credit Agreement, (ii) any Interest Rate
Protection Agreement or Other Hedging Agreement entered into with a Hedging
Creditor and (iii) the Existing Senior Notes Indenture and shall in any event
include, without limitation, any payment default on any of the Obligations after
the expiration of any applicable grace period and (B) any payment default (after
the expiration of any applicable grace periods) of any Additional Secured
Obligations.

        "Exempted Foreign Entity" shall mean (a) any Foreign Corporation and any
limited liability company organized under the laws of a jurisdiction other than
the United States or any State or Territory thereof that, in any such case, is
treated for United States income tax purposes as a corporation or an association
taxable as a corporation for U.S. Federal income tax purposes and (b) Crompton
International Corporation, provided that Crompton International Corporation
shall cease to be an Exempted Foreign Entity to the extent that it is otherwise
required to be a Subsidiary Guarantor pursuant to the Credit Agreement.

        "Existing Senior Note Event" shall have the meaning in Section 20(b)
hereof.

        "Existing Senior Noteholders" shall have the meaning provided in the
recitals of hereto.

        "Existing Senior Notes" shall have the meaning provided in the recitals
hereto

        "Existing Senior Notes Documents" shall mean, collectively, the Existing
2023 Senior Notes, the Existing 2026 Senior Notes and the Existing Senior Notes
Indenture.

        "Existing Senior Notes Obligations" shall have the meaning provided in
the definition of "Obligations" in this Section 1(iii) hereof.

        "Existing 2023 Senior Noteholders" shall have the meaning provided in
the recitals of this Agreement.

        "Existing 2023 Senior Notes" shall have the meaning provided in the
recitals of this Agreement.

        "Existing 2026 Senior Noteholders" shall have the meaning provided in
the recitals of this Agreement.

        "Existing 2026 Senior Notes" shall have the meaning provided in the
recitals of this Agreement.

        "Financial Asset" shall have the meaning given such term in Section
8-102(a)(9) of the UCC.

        "Foreign Corporation" shall have the meaning set forth in the definition
of "Stock".

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        "Hedging Creditors" shall have the meaning provided in the recitals
hereto.

        "Hedging Obligations" shall have the meaning provided in the definition
of "Obligations" in this Section 1(ii) hereof.

        "Indemnitees" shall have the meaning set forth in Section 11 hereof.

        "Instrument" shall have the meaning given such term in Section
9-102(a)(47) of the UCC.

        "Investment Property" shall have the meaning given such term in Section
9-102(a)(49) of the UCC.

        "Lender Creditors" shall have the meaning set forth in the recitals
hereto.

        "Lenders" shall have the meaning set forth in the recitals hereto.

        "Limited Liability Company Assets" shall mean all assets, whether
tangible or intangible and whether real, personal or mixed (including, without
limitation, all limited liability company capital and interest in other limited
liability companies), at any time owned Pledgor or represented by any Limited
Liability Company Interest.

        "Limited Liability Company Interests" shall mean the entire limited
liability company membership interest at any time owned by any Pledgor in any
limited liability company

        "Location" of any Pledgor has the meaning given such term in Section
9-307 of the UCC.

        "New Domestic Receivables Facility" shall have the meaning provided in
the Credit Agreement; provided that, in the case of any refinancing,
replacement, extension or restatement of the New Domestic Receivables Facility
in effect on the Effective Date, in order for such New Domestic Receivables
Facility to be considered the "New Domestic Receivables Facility" for purposes
of this Agreement, such facility must expressly state that it constitutes the
"New Domestic Receivables Facility" for purposes of the Security Documents and
the Collateral Agent shall have acknowledged it as such in writing.

        "Non-Voting Equity Interests" shall mean all Equity Interests of any
Person which are not Voting Equity Interests.

        "Notes" shall mean all promissory notes from time to time issued to, or
held by, each Pledgor.

        "Obligations" shall have the meaning set forth in Section 1 hereof.

        "Partnership Assets" shall mean all assets, whether tangible or
intangible and whether real, personal or mixed (including, without limitation,
all partnership capital and interest

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in other partnerships), at any time owned by any Pledgor or represented by any
Partnership Interest.

        "Partnership Interest" shall mean the entire general partnership
interest or limited partnership interest at any time owned by any Pledgor in any
general partnership or limited partnership

        "Pledged Notes" shall mean all Notes at any time pledged or required to
be pledged hereunder.

        "Pledgee" shall have the meaning set forth in the first paragraph
hereof.

        "Pledgor" shall have the meaning set forth in the first paragraph
hereof.

        "Priority Credit Document Obligations" shall have the meaning provided
in the Security Agreement.

        "Proceeds" shall have the meaning given such term in Section
9-102(a)(64) of the UCC.

        "Registered Organization" shall have the meaning given such term in
Section 9-102(a)(70) of the UCC.

        "Required Lenders" shall have the meaning given such term in the Credit
Agreement.

        "Required Secured Creditors" shall have the meaning provided in the
Security Agreement.

        "Secured Creditors" shall have the meaning set forth in the recitals
hereto.

        "Secured Debt Agreements" shall mean and include this Agreement, the
other Credit Documents, the Interest Rate Protection Agreements and Other
Hedging Agreements entered into with a Hedging Creditor, the Additional Secured
Agreements entered into with an Additional Secured Creditor and the Existing
Senior Notes Documents.

        "Securities Account" shall have the meaning given such term in Section
8-501(a) of the UCC.

        "Securities Act" shall mean the Securities Act of 1933, as amended, as
in effect from time to time.

        "Securities Intermediary" shall have the meaning given such term in
Section 8-102(14) of the UCC.

        "Security" and "Securities" shall have the meaning given such term in
Section 8-102(a)(15) of the UCC and shall in any event also include all Stock
and all Notes.

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        "Security Entitlement" shall have the meaning given such term in Section
8-102(a)(17) of the UCC.

        "Stock" shall mean (x) with respect to corporations incorporated under
the laws of the United States or any State or territory thereof or the District
of Columbia (each, a "Domestic Corporation"), all of the issued and outstanding
shares of capital stock of any Domestic Corporation at any time owned by any
Pledgor and (y) with respect to entities treated as corporations for U.S.
federal income tax purposes but that are not Domestic Corporations (each, a
"Foreign Corporation"), all of the issued and outstanding shares of capital
stock (or other similar Equity Interest) of any Foreign Corporation at any time
owned by any Pledgor.

        "Termination Date" shall have the meaning set forth in the Security
Agreement.

        "Transmitting Utility" has the meaning given such term in Section
9-102(a)(80) of the UCC.

        "Trustee" shall have the meaning provided in the recitals of this
Agreement.

        "UCC" shall mean the Uniform Commercial Code as in effect in the State
of New York from time to time; provided that all references herein to specific
Sections or subsections of the UCC are references to such Sections or
subsections, as the case may be, of the Uniform Commercial Code as in effect in
the State of New York on the date hereof.

        "Uncertificated Security" shall have the meaning given such term in
Section 8-102(a)(18) of the UCC.

        "Voting Equity Interests" of any Person shall mean all classes of Equity
Interests of such Person entitled to vote.

        3. PLEDGE OF SECURITIES, ETC.

        3.1 Pledge. (i) Each Pledgor does hereby (A) assign and transfer unto
the Pledgee in its capacity solely as collateral agent for the equal and ratable
benefit of the Lender Creditors, and does hereby pledge and grant to the Pledgee
in its capacity solely as collateral agent for the equal and ratable benefit of
the Lender Creditors, in each case as security for the prompt payment and
performance when due of all Priority Credit Document Obligations, a continuing
security interest in all of the right, title and interest of such Pledgor in, to
and under all of the following property (and all rights therein) of such
Pledgor, or in which or to which such Pledgor has any rights, in each case
whether now existing or hereafter from time to time acquired, and (B) separately
assign and transfer unto the Pledgee in its capacity solely as collateral agent
for the equal and ratable benefit of all of the Secured Creditors, and does
hereby separately pledge and grant to the Pledgee in its capacity solely as
collateral agent for the equal and ratable benefit of all of the Secured
Creditors, in each case as security for the prompt payment and performance when
due of all Obligations not constituting Priority Credit Document Obligations, a
separate continuing security interest in all of the right, title and interest of
such Pledgor in, to and under all of the following property (and all rights
therein) of such Pledgor, or in which or to which such Pledgor has any rights,
in each case whether now existing or hereafter from time to time acquired (it
being understood and agreed by the parties hereto that (x) the

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security interest granted herein (i) to the Pledgee in its capacity solely as
collateral agent for the equal and ratable benefit of the Lender Creditors to
secure the Priority Credit Document Obligations shall have a first priority
distribution right as provided in Section 7.4 of the Security Agreement and (ii)
to the Pledgee in its capacity solely as collateral agent for the equal and
ratable benefit of all of the Secured Creditors to secure Obligations not
constituting Priority Credit Document Obligations shall be subject to the
security interest granted herein for the benefit of the Lender Creditors to
secure Priority Credit Document Obligations and shall only be entitled to a
distribution as provided in Section 7.4 of the Security Agreement after all
Priority Credit Document Obligations have been paid in full as provided in such
Section 7.4 of the Security Agreement, and (y) the grants of security interest
hereunder constitute two separate and distinct grants of security and Liens, one
in favor of the Pledgee in its capacity as collateral agent for the equal and
ratable benefit of the Lender Creditors to secure Priority Credit Document
Obligations and the second in favor of the Pledgee in its capacity as collateral
agent for the equal and ratable benefit of all of the Secured Creditors to
secure Obligations not constituting Priority Credit Document Obligations):

                (a)     each of the Collateral Accounts, including any and all
        assets of whatever type or kind deposited by such Pledgor in any such
        Collateral Account, whether now owned or hereafter acquired, existing or
        arising, including, without limitation, all Financial Assets, Investment
        Property, monies, checks, drafts, Instruments, Securities or interests
        therein of any type or nature deposited in such Collateral Account, and
        all investments and all certificates and other Instruments (including
        depository receipts, if any) from time to time representing or
        evidencing the same, and all dividends, interest, distributions, cash
        and other property from time to time received, receivable or otherwise
        distributed in respect of or in exchange for any or all of the
        foregoing;

                (b)     all Securities owned or held by such Pledgor from time
        to time and all options and warrants owned by such Pledgor from time to
        time to purchase Securities;

                (c)     all Limited Liability Company Interests owned by such
        Pledgor from time to time and all of its right, title and interest in
        each limited liability company to which each such Limited Liability
        Company Interest relates, whether now existing or hereafter acquired,
        including, without limitation, to the fullest extent permitted under the
        terms and provisions of the documents and agreements governing such
        Limited Liability Company Interests and applicable law:

                        (A)     all its capital therein and its interest in all
                profits, income, surpluses, losses, Limited Liability Company
                Assets and other distributions to which such Pledgor shall at
                any time be entitled in respect of such Limited Liability
                Company Interests;

                        (B)     all other payments due or to become due to such
                Pledgor in respect of Limited Liability Company Interests,
                whether under any limited liability company agreement or
                otherwise, whether as contractual obligations, damages,
                insurance proceeds or otherwise;

                                       11
<PAGE>

                        (C)     all of its claims, rights, powers, privileges,
                authority, options, security interests, liens and remedies, if
                any, under any limited liability company agreement or operating
                agreement, or at law or otherwise in respect of such Limited
                Liability Company Interests;

                        (D)     all present and future claims, if any, of such
                Pledgor against any such limited liability company for monies
                loaned or advanced, for services rendered or otherwise;

                        (E)     all of such Pledgor's rights under any limited
                liability company agreement or operating agreement or at law to
                exercise and enforce every right, power, remedy, authority,
                option and privilege of such Pledgor relating to such Limited
                Liability Company Interests, including any power to terminate,
                cancel or modify any such limited liability company agreement or
                operating agreement, to execute any instruments and to take any
                and all other action on behalf of and in the name of any of such
                Pledgor in respect of such Limited Liability Company Interests
                and any such limited liability company, to make determinations,
                to exercise any election (including, but not limited to,
                election of remedies) or option or to give or receive any
                notice, consent, amendment, waiver or approval, together with
                full power and authority to demand, receive, enforce, collect or
                receipt for any of the foregoing or for any Limited Liability
                Company Asset, to enforce or execute any checks, or other
                instruments or orders, to file any claims and to take any action
                in connection with any of the foregoing; and

                        (F)     all other property hereafter delivered in
                substitution for or in addition to any of the foregoing, all
                certificates and instruments representing or evidencing such
                other property and all cash, securities, interest, dividends,
                rights and other property at any time and from time to time
                received, receivable or otherwise distributed in respect of or
                in exchange for any or all thereof;

                (d)     all Partnership Interests owned by such Pledgor from
        time to time and all of its right, title and interest in each
        partnership to which each such Partnership Interest relates, whether now
        existing or hereafter acquired, including, without limitation, to the
        fullest extent permitted under the terms and provisions of the documents
        and agreements governing such Partnership Interests and applicable law:

                        (A)     all its capital therein and its interest in all
                profits, income, surpluses, losses, Partnership Assets and other
                distributions to which such Pledgor shall at any time be
                entitled in respect of such Partnership Interests;

                        (B)     all other payments due or to become due to such
                Pledgor in respect of Partnership Interests, whether under any
                partnership agreement or otherwise, whether as contractual
                obligations, damages, insurance proceeds or otherwise;

                        (C)     all of its claims, rights, powers, privileges,
                authority, options, security interests, liens and remedies, if
                any, under any partnership agreement or

                                       12
<PAGE>

                operating agreement, or at law or otherwise in respect of such
                Partnership Interests;

                        (D)     all present and future claims, if any, of such
                Pledgor against any such partnership for monies loaned or
                advanced, for services rendered or otherwise;

                        (E)     all of such Pledgor's rights under any
                partnership agreement or operating agreement or at law to
                exercise and enforce every right, power, remedy, authority,
                option and privilege of such Pledgor relating to such
                Partnership Interests, including any power to terminate, cancel
                or modify any partnership agreement or operating agreement, to
                execute any instruments and to take any and all other action on
                behalf of and in the name of such Pledgor in respect of such
                Partnership Interests and any such partnership, to make
                determinations, to exercise any election (including, but not
                limited to, election of remedies) or option or to give or
                receive any notice, consent, amendment, waiver or approval,
                together with full power and authority to demand, receive,
                enforce, collect or receipt for any of the foregoing or for any
                Partnership Asset, to enforce or execute any checks, or other
                instruments or orders, to file any claims and to take any action
                in connection with any of the foregoing; and

                        (F)     all other property hereafter delivered in
                substitution for or in addition to any of the foregoing, all
                certificates and instruments representing or evidencing such
                other property and all cash, securities, interest, dividends,
                rights and other property at any time and from time to time
                received, receivable or otherwise distributed in respect of or
                in exchange for any or all thereof;

                (e)     all Financial Assets and Investment Property owned by
        such Pledgor from time to time;

                (f)     all Security Entitlements owned by such Pledgor from
        time to time in any and all of the foregoing; and

                (g)     all Proceeds of any and all of the foregoing;

all of the foregoing, to the extent now existing or hereinafter from time to
time acquired, collectively the "Collateral"; provided that (x) except in the
circumstances and to the extent provided by Section 8.12 of the Credit Agreement
(in which case this clause (x) shall no longer be applicable), no Pledgor shall
be required at any time to pledge hereunder, and the term "Collateral" shall not
include, and the security interest granted under this Agreement shall not attach
to, more than 65% of the total combined voting power of all classes of Voting
Equity Interests of any Exempted Foreign Entity, (y) each Pledgor shall be
required to pledge hereunder 100% of the Non-Voting Equity Interests of each
Exempted Foreign Entity at any time and from time to time acquired by such
Pledgor, which Non-Voting Equity Interests shall not be subject to the
limitations described in preceding clause (x), and (z) the term "Collateral"
shall not include, and the security interest granted under this Agreement shall
not attach to, the Domestic Receivables Facility Property and the Proceeds
thereof (other than the cash Proceeds received by

                                       13
<PAGE>

the respective Assignor from the sale of the respective Accounts to the buyer of
such Accounts pursuant to the New Domestic Receivables Facility).

        3.2 Procedures. (a) To the extent that any Pledgor at any time or from
time to time owns, acquires or obtains any right, title or interest in any
Collateral, such Collateral shall automatically (and without the taking of any
action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement
and, in addition thereto, such Pledgor shall (to the extent provided below) take
the following actions as set forth below (as promptly as practicable and, in any
event, within 10 Business Days (or such longer period if consented to by the
Pledgee in writing in its sole discretion) after it obtains such Collateral) for
the benefit of the Pledgee and the other Secured Creditors:

        (i)     with respect to a Certificated Security (other than a
    Certificated Security credited on the books of a Clearing Corporation or
    Securities Intermediary), such Pledgor shall physically deliver such
    Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in
    blank;

        (ii)    with respect to an Uncertificated Security of a Domestic
    Subsidiary (other than an Uncertificated Security credited on the books of a
    Clearing Corporation or Securities Intermediary), such Pledgor shall
    promptly notify the Pledgee thereof and, upon the Pledgee's request, cause
    the issuer of such Uncertificated Security to duly authorize, execute and
    deliver to the Pledgee, an agreement for the benefit of the Pledgee and the
    other Secured Creditors substantially in the form of Annex H hereto
    (appropriately completed to the satisfaction of the Pledgee and with such
    modifications, if any, as shall be satisfactory to the Pledgee) pursuant to
    which such issuer agrees to comply with any and all instructions originated
    by the Pledgee without further consent by the registered owner and not to
    comply with instructions regarding such Uncertificated Security of a
    Domestic Subsidiary (and any Partnership Interests and Limited Liability
    Company Interests issued by such issuer) originated by any other Person
    other than a court of competent jurisdiction;

        (iii)   with respect to a Certificated Security, Uncertificated
    Security, Partnership Interest or Limited Liability Company Interest
    credited on the books of a Clearing Corporation or Securities Intermediary
    (including a Federal Reserve Bank, Participants Trust Company or The
    Depository Trust Company), such Pledgor shall promptly notify the Pledgee
    thereof and, upon the Pledgee's request, shall promptly take (x) all actions
    required (i) to comply with the applicable rules of such Clearing
    Corporation or Securities Intermediary and (ii) to perfect the security
    interest of the Pledgee under applicable law (including, in any event, under
    Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such
    other actions as the Pledgee deems necessary or desirable to effect the
    foregoing;

        (iv)    with respect to a Partnership Interest or a Limited Liability
    Company Interest (other than a Partnership Interest or Limited Liability
    Company Interest credited on the books of a Clearing Corporation or
    Securities Intermediary), (1) if such Partnership Interest or Limited
    Liability Company Interest is represented by a certificate and is a Security
    for purposes of the UCC, the procedure set forth in Section 3.2(a)(i)

                                       14
<PAGE>

    hereof shall apply thereto, and (2) if such Partnership Interest or Limited
    Liability Company Interest is not represented by a certificate and is a
    Security for purposes of the UCC, the procedure set forth in Section
    3.2(a)(ii) hereof shall apply thereto;

        (v)     with respect to any Note that is an Intercompany Note and any
    other Note with a principal amount in excess of $250,000 held by a Pledgor,
    such Pledgor shall physically deliver such Note to the Pledgee, endorsed in
    blank, or, at the request of the Pledgee, endorsed to the Pledgee; and

        (vi)    with respect to cash proceeds from any of the Collateral
    described in Section 3.1 hereof with respect to which the Pledgee is
    entitled to retain physical possession of pursuant to the terms of this
    Agreement, (i) establishment by the Pledgee of a cash account in the name of
    such Pledgor over which the Pledgee shall have "control" within the meaning
    of the UCC and at any time any Default or Event of Default is in existence
    no withdrawals or transfers may be made therefrom by any Person except with
    the prior written consent of the Pledgee and (ii) deposit of such cash in
    such cash account.

        (b)     In addition to the actions required to be taken pursuant to
Section 3.2(a) hereof, each Pledgor shall take the following additional actions
with respect to the Collateral:

        (i)     with respect to all Collateral of such Pledgor whereby or with
    respect to which the Pledgee may obtain "control" thereof within the meaning
    of Section 8-106 of the UCC (or under any provision of the UCC as same may
    be amended or supplemented from time to time, or under the laws of any
    relevant State other than the State of New York), such Pledgor shall take
    all actions as may be requested from time to time by the Pledgee so that
    "control" of such Collateral is obtained and at all times held by the
    Pledgee; and

        (ii)    each Pledgor shall from time to time cause appropriate financing
    statements (on appropriate forms) under the Uniform Commercial Code as in
    effect in the various relevant States, covering all Collateral hereunder
    (with the form of such financing statements to be satisfactory to the
    Pledgee), to be filed in the relevant filing offices so that at all times
    the Pledgee's security interest in all Investment Property and other
    Collateral which can be perfected by the filing of such financing statements
    (in each case to the maximum extent perfection by filing may be obtained
    under the laws of the relevant States, including, without limitation,
    Section 9-312(a) of the UCC) is so perfected.

        (c)     The Pledgee in its sole capacity as collateral agent for the
benefit of the Lender Creditors with respect to the Priority Credit Document
Obligations hereby agrees and acknowledges that, to the extent that it has
possession or will have possession of any Collateral, it has acquired or will
acquire possession of Collateral and shall hold such Collateral on behalf of
itself as well as on behalf of the Pledgee in its sole capacity as collateral
agent for the benefit of the Secured Creditors with respect to the Obligations
not constituting Priority Credit Document Obligations, in accordance with
Sections 8-301(a)(2), 9-313(a) and 9-313(c) of the UCC.

                                       15
<PAGE>

        3.3 Subsequently Acquired Collateral. If any Pledgor shall acquire (by
purchase, stock dividend, distribution or otherwise) any additional Collateral
at any time or from time to time after the date hereof, (i) such Collateral
shall automatically (and without any further action being required to be taken)
be subject to the pledge and security interests created pursuant to Section 3.1
hereof, (ii) such Pledgor will thereafter take (or cause to be taken) all action
(as promptly as practicable and, in any event, within 10 Business Days (or such
longer period if consented to by the Pledgee in writing in its sole discretion)
after it obtains such Collateral) with respect to such Collateral in accordance
with the procedures set forth in Section 3.2 hereof, and (iii) will promptly
thereafter deliver to the Pledgee (x) a certificate executed by an authorized
officer of such Pledgor describing such Collateral and certifying that the same
has been duly pledged in favor of the Pledgee (for the benefit of the Secured
Creditors) hereunder and (y) supplements to Annexes A through G hereto as are
necessary to cause such Annexes to be complete and accurate at such time.
Without limiting the foregoing, each Pledgor shall be required to pledge
hereunder the Equity Interests of any Exempted Foreign Entity at any time and
from time to time after the date hereof acquired by such Pledgor, provided that
(x) except in the circumstances and to the extent provided by Section 8.12 of
the Credit Agreement, no Pledgor shall be required at any time to pledge
hereunder more than 65% of the total combined voting power of all classes of
Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgor
shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of
each Exempted Foreign Entity at any time and from time to time acquired by such
Pledgor.

        3.4 Transfer Taxes. Each pledge of Collateral under Section 3.1 or
Section 3.3 hereof shall be accompanied by any transfer tax stamps required in
connection with the pledge of such Collateral.

        3.5 Certain Representations and Warranties Regarding the Collateral.
Each Pledgor represents and warrants that on the date hereof: (i) each
Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex
B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by
such Pledgor consists of the number and type of shares of the stock (or warrants
or options to purchase any stock) of the corporations as described in Annex C
hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes
that percentage of the issued and outstanding capital stock of the issuing
corporation as is set forth in Annex C hereto; (iv) the Notes held by such
Pledgor consist of the promissory notes described in Annex D hereto where such
Pledgor is listed as the lender; (v) the Limited Liability Company Interests
held by such Pledgor consist of the number and type of interests of the Persons
described in Annex E hereto; (vi) each such Limited Liability Company Interest
referenced in clause (v) of this paragraph constitutes that percentage of the
issued and outstanding equity interest of the issuing Person as set forth in
Annex E hereto; (vii) the Partnership Interests held by such Pledgor consist of
the number and type of interests of the Persons described in Annex F hereto;
(viii) each such Partnership Interest referenced in clause (viii) of this
paragraph constitutes that percentage or portion of the entire partnership
interest of the Partnership as set forth in Annex F hereto; (ix) the exact
address of each chief executive office of such Pledgor is listed on Annex G
hereto; (x) the Pledgor has complied with the respective procedure set forth in
Section 3.2(a) hereof with respect to each item of Collateral described in
Annexes C through F hereto; and (xi) such Pledgor owns no other Securities,
Stock, Notes, Limited Liability Company Interests or Partnership Interests.

                                       16
<PAGE>

        4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have
the right to appoint one or more sub-agents for the purpose of retaining
physical possession of the Collateral, which may be held (in the discretion of
the Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank
or in favor of the Pledgee or any nominee or nominees of the Pledgee or a
sub-agent appointed by the Pledgee.

        5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall
have occurred and be continuing any Event of Default, each Pledgor shall be
entitled to exercise any and all voting and other consensual rights pertaining
to the Collateral owned by it, and to give consents, waivers or ratifications in
respect thereof; provided that, in each case, no vote shall be cast or any
consent, waiver or ratification given or any action taken or omitted to be taken
which would violate, result in a breach of any covenant contained in, or be
inconsistent with any of the terms of any Secured Debt Agreement, or which could
reasonably be expected to have the effect of impairing the value of the
Collateral or any part thereof or the position or interests of the Pledgee or
any other Secured Creditor in the Collateral, unless expressly permitted by the
terms of the Secured Debt Agreements. All such rights of each Pledgor to vote
and to give consents, waivers and ratifications shall cease in case an Event of
Default has occurred and is continuing, and the Pledgee chooses to exercise the
rights granted to it pursuant to Section 7 hereof.

        6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there shall have
occurred and be continuing an Event of Default, all cash dividends, cash
distributions, cash Proceeds and other cash amounts payable in respect of the
Collateral shall be paid to the respective Pledgor. The Pledgee shall be
entitled to receive directly, and to retain as part of the Collateral:

        (i)     all other or additional stock, notes, certificates, limited
    liability company interests, partnership interests, instruments or other
    securities or property (including, but not limited to, cash dividends other
    than as set forth above) paid or distributed by way of dividend or otherwise
    in respect of the Collateral;

        (ii)    all other or additional stock, notes, certificates, limited
    liability company interests, partnership interests, instruments or other
    securities or property (including, but not limited to, cash (although such
    cash may be paid directly to the respective Pledgor so long as no Event of
    Default then exists)) paid or distributed in respect of the Collateral by
    way of stock-split, spin-off, split-up, reclassification, combination of
    shares or similar rearrangement; and

        (iii)   all other or additional stock, notes, certificates, limited
    liability company interests, partnership interests, instruments or other
    securities or property (including, but not limited to, cash) which may be
    paid in respect of the Collateral by reason of any consolidation, merger,
    exchange of stock, conveyance of assets, liquidation or similar corporate or
    other reorganization.

Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive the proceeds of the Collateral in any form in
accordance with Section 3 of this Agreement. All dividends, distributions or
other payments which are received by any Pledgor

                                       17
<PAGE>

contrary to the provisions of this Section 6 or Section 7 hereof shall be
received in trust for the benefit of the Pledgee, shall be segregated from other
property or funds of such Pledgor and shall be forthwith paid over to the
Pledgee as Collateral in the same form as so received (with any necessary
endorsement).

        7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there shall have
occurred and be continuing an Event of Default, then and in every such case, the
Pledgee shall be entitled to exercise all of the rights, powers and remedies
(whether vested in it by this Agreement, any other Secured Debt Agreement or by
law) for the protection and enforcement of its rights in respect of the
Collateral, and the Pledgee shall be entitled to exercise all the rights and
remedies of a secured party under the UCC as in effect in any relevant
jurisdiction and also shall be entitled, without limitation, to exercise the
following rights, which each Pledgor hereby agrees to be commercially
reasonable:

        (i)     to receive all amounts payable in respect of the Collateral
    otherwise payable under Section 6 hereof to the respective Pledgor;

        (ii)    to transfer all or any part of the Collateral into the Pledgee's
    name or the name of its nominee or nominees;

        (iii)   to accelerate any Pledged Note which may be accelerated in
    accordance with its terms, and take any other lawful action to collect upon
    any Pledged Note (including, without limitation, to make any demand for
    payment thereon) and exercise all rights and remedies with respect to any
    collateral securing or any guaranty guarantying any such Pledged Note;

        (iv)    to vote (and exercise all rights and powers in respect of
    voting) all or any part of the Collateral (whether or not transferred into
    the name of the Pledgee) and give all consents, waivers and ratifications in
    respect of the Collateral and otherwise act with respect thereto as though
    it were the outright owner thereof (each Pledgor hereby irrevocably
    constituting and appointing the Pledgee the proxy and attorney-in-fact of
    such Pledgor, with full power of substitution to do so);

        (v)     at any time and from time to time to sell, assign and deliver,
    or grant options to purchase, all or any part of the Collateral, or any
    interest therein, at any public or private sale, without demand of
    performance, advertisement or, notice of intention to sell or of the time or
    place of sale or adjournment thereof or to redeem or otherwise purchase or
    dispose (all of which are hereby waived by each Pledgor), for cash, on
    credit or for other property, for immediate or future delivery without any
    assumption of credit risk, and for such price or prices and on such terms as
    the Pledgee in its absolute discretion may determine, provided at least 10
    days' written notice of the time and place of any such sale shall be given
    to the respective Pledgor. The Pledgee shall not be obligated to make any
    such sale of Collateral regardless of whether any such notice of sale has
    theretofore been given. Each Pledgor hereby waives and releases to the
    fullest extent permitted by law any right or equity of redemption with
    respect to the Collateral, whether before or after sale hereunder, and all
    rights, if any, of marshalling the Collateral and any other security or the
    Obligations or otherwise. At any such sale, unless prohibited

                                       18
<PAGE>

    by applicable law, the Pledgee on behalf of the Secured Creditors may bid
    for and purchase all or any part of the Collateral so sold free from any
    such right or equity of redemption. Neither the Pledgee nor any other
    Secured Creditor shall be liable for failure to collect or realize upon any
    or all of the Collateral or for any delay in so doing nor shall any of them
    be under any obligation to take any action whatsoever with regard thereto;
    and

        (vi)    to set off any and all Collateral against any and all
    Obligations, and to withdraw any and all cash or other Collateral from any
    and all Collateral Accounts and to apply such cash and other Collateral to
    the payment of any and all Obligations.

        (b)     If there shall have occurred and be continuing any Event of
Default, then and in every such case, the Pledgee shall be entitled to vote (and
exercise all rights and powers in respect of voting) all or any part of the
Collateral (whether or not transferred into the name of the Pledgee) and give
all consents, waivers and ratifications in respect of the Collateral and
otherwise act with respect thereto as though it were the outright owner thereof
(each Pledgor hereby irrevocably constituting and appointing the Pledgee the
proxy and attorney-in-fact of such Pledgor, with full power of substitution to
do so).

        8. REMEDIES, CUMULATIVE, ETC. Each and every right, power and remedy of
the Pledgee provided for in this Agreement or in any other Secured Debt
Agreement, or now or hereafter existing at law or in equity or by statute shall
be cumulative and concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by the Pledgee or any
other Secured Creditor of any one or more of the rights, powers or remedies
provided for in this Agreement or any other Secured Debt Agreement or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Pledgee or any other Secured
Creditor of all such other rights, powers or remedies, and no failure or delay
on the part of the Pledgee or any other Secured Creditor to exercise any such
right, power or remedy shall operate as a waiver thereof. Notice to or demand on
any Pledgor in any case shall entitle it to any other or further notice or
demand in similar or other circumstances or constitute a waiver of any of the
rights of the Pledgee or any other Secured Creditor to any other or further
action in any circumstances without notice or demand. The Secured Creditors
agree that, except as set forth in Annex O to the Security Agreement, this
Agreement may be enforced only by the action of the Pledgee, in each case,
acting upon the instructions of the Required Secured Creditors, and that no
other Secured Creditor 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 Pledgee for the benefit of the Secured Creditors upon the terms of this
Agreement and the Security Agreement.

        9. APPLICATION OF PROCEEDS. (a) All monies collected by the Pledgee upon
any sale or other disposition of any Collateral pursuant to the enforcement of
this Agreement or the exercise of any of the remedial provisions hereof,
together with all monies received by the Pledgee hereunder in respect of the
Collateral (including all monies received in respect of post-petition interest)
as a result of any such enforcement or the exercise of any such remedial
provisions or as a result of any distribution of any Collateral upon the
bankruptcy, arrangement, receivership, assignment for the benefit of creditors
or any other action or

                                       19
<PAGE>

proceeding involving the readjustment of the obligations and indebtedness of any
Pledgor, or the application of any Collateral to the payment thereof or any
distribution of Collateral upon the liquidation or dissolution of any Pledgor,
or the winding up of the assets or business of any Pledgor or under any
insurance policies insuring any of the Collateral, shall be applied in the
manner provided in the Security Agreement.

        (b)     It is understood and agreed that each Pledgor shall remain
liable with respect to its Obligations to the extent of any deficiency between
the amount of the proceeds of the Collateral pledged by it hereunder and the
aggregate amount of such Obligations.

        10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the
Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making such sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.

        11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to
indemnify, reimburse and hold harmless the Pledgee and each other Secured
Creditor (other than the Existing Senior Noteholders) and their respective
successors, assigns, employees, agents and affiliates (individually an
"Indemnitee", and collectively, the "Indemnitees") from and against any and all
obligations, damages, injuries, penalties, claims, demands, losses, judgments
and liabilities (including, without limitation, liabilities for penalties) of
whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all
reasonable costs, expenses and disbursements, including reasonable attorneys'
fees and expenses, in each case arising out of or resulting from this Agreement
or the exercise by any Indemnitee of any right or remedy granted to it hereunder
or under any other Secured Debt Agreement (but excluding (x) any obligations,
damages, injuries, penalties, claims, demands, losses, judgments and liabilities
(including, without limitation, liabilities for penalties) or expenses of
whatsoever kind or nature to the extent incurred or arising by reason of gross
negligence or willful misconduct of such Indemnitee (as determined by a court of
competent jurisdiction in a final and non-appealable decision) and (y) any Taxes
indemnification with respect to which is governed by Section 4.04 of the Credit
Agreement)). In no event shall the Pledgee hereunder be liable, in the absence
of gross negligence or willful misconduct on its part (as determined by a court
of competent jurisdiction in a final and non-appealable decision), for any
matter or thing in connection with this Agreement other than to account for
monies or other property actually received by it in accordance with the terms
hereof. If and to the extent that the obligations of any Pledgor under this
Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make
the maximum contribution to the payment and satisfaction of such obligations
which is permissible under applicable law. The indemnity obligations of each
Pledgor contained in this Section 11 shall continue in full force and effect
notwithstanding the full payment of all the Loans and Notes issued under the
Credit Agreement, the termination of all Letters of Credit and all Interest Rate
Protection Agreements and Other Hedging Agreements entered into with a Hedging
Creditor, the termination of all Additional Secured Agreements entered into with
an Additional Secured Creditor and the payment of all other Obligations and
notwithstanding the discharge thereof.

                                       20
<PAGE>

        12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER. (a)
Nothing herein shall be construed to make the Pledgee or any other Secured
Creditor liable as a member of any limited liability company or as a partner of
any partnership and neither the Pledgee nor any other Secured Creditor by virtue
of this Agreement or otherwise (except as referred to in the following sentence)
shall have any of the duties, obligations or liabilities of a member of any
limited liability company or as a partner in any partnership. The parties hereto
expressly agree that, unless the Pledgee shall become the absolute owner of
Collateral consisting of a Limited Liability Company Interest or a Partnership
Interest pursuant hereto, this Agreement shall not be construed as creating a
partnership or joint venture among the Pledgee, any other Secured Creditor, any
Pledgor and/or any other Person.

        (b)     Except as provided in the last sentence of paragraph (a) of this
Section 12, the Pledgee, by accepting this Agreement, did not intend to become a
member of any limited liability company or a partner of any partnership or
otherwise be deemed to be a co-venturer with respect to any Pledgor, any limited
liability company, partnership and/or any other Person either before or after an
Event of Default shall have occurred. The Pledgee shall have only those powers
set forth herein and the Secured Creditors shall assume none of the duties,
obligations or liabilities of a member of any limited liability company or as a
partner of any partnership or any Pledgor except as provided in the last
sentence of paragraph (a) of this Section 12.

        (c)     The Pledgee and the other Secured Creditors shall not be
obligated to perform or discharge any obligation of any Pledgor as a result of
the pledge hereby effected.

        (d)     The acceptance by the Pledgee of this Agreement, with all the
rights, powers, privileges and authority so created, shall not at any time or in
any event obligate the Pledgee or any other Secured Creditor to appear in or
defend any action or proceeding relating to the Collateral to which it is not a
party, or to take any action hereunder or thereunder, or to expend any money or
incur any expenses or perform or discharge any obligation, duty or liability
under the Collateral.

        13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that
it will join with the Pledgee in executing and, at such Pledgor's own expense,
file and refile under the UCC or other applicable law such financing statements,
continuation statements and other documents, in form reasonably acceptable to
the Pledgee, in such offices as the Pledgee (acting on its own or on the
instructions of the Required Secured Creditors) may reasonably deem necessary or
appropriate and wherever required or permitted by law in order to perfect and
preserve the Pledgee's security interest in the Collateral hereunder and hereby
authorizes the Pledgee to file financing statements and amendments thereto
relative to all or any part of the Collateral (including, without limitation,
financing statements which list the Collateral specifically and/or "all assets"
as collateral) without the signature of such Pledgor where permitted by law, and
agrees to do such further acts and things and to execute and deliver to the
Pledgee such additional conveyances, assignments, agreements and instruments as
the Pledgee may reasonably require or deem advisable to carry into effect the
purposes of this Agreement or to further assure and confirm unto the Pledgee its
rights, powers and remedies hereunder or thereunder.

                                       21
<PAGE>

        (b)     Each Pledgor hereby constitutes and appoints the Pledgee its
true and lawful attorney-in-fact, irrevocably, with full authority in the place
and stead of such Pledgor and in the name of such Pledgor or otherwise, from
time to time after the occurrence and during the continuance of an Event of
Default, in the Pledgee's discretion, to act, require, demand, receive and give
acquittance for any and all monies and claims for monies due or to become due to
such Pledgor under or arising out of the Collateral, to endorse any checks or
other instruments or orders in connection therewith and to file any claims or
take any action or institute any proceedings and to execute any instrument which
the Pledgee may deem necessary or advisable to accomplish the purposes of this
Agreement, which appointment as attorney is coupled with an interest.

        14. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance
with this Agreement all items of the Collateral at any time received under this
Agreement. It is expressly understood, acknowledged and agreed by each Secured
Creditor that by accepting the benefits of this Agreement each such Secured
Creditor acknowledges and agrees that the obligations of the Pledgee as holder
of the Collateral and interests therein and with respect to the disposition
thereof, and otherwise under this Agreement, are only those expressly set forth
in this Agreement, in Section 12 of the Credit Agreement and in Annex O to the
Security Agreement. The Pledgee shall act hereunder on the terms and conditions
set forth herein, in Section 12 of the Credit Agreement and in Annex O to the
Security Agreement, the terms of which shall be deemed incorporated herein by
reference as fully as if the same were set forth herein in their entirety.

        15. TRANSFER BY THE PLEDGORS. Except as permitted pursuant to the
Secured Debt Agreements, no Pledgor will sell or otherwise dispose of, grant any
option with respect to, or mortgage, pledge or otherwise encumber any of the
Collateral or any interest therein.

        16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each
Pledgor represents, warrants and covenants as to itself and each of its
Subsidiaries that:

        (i)     it is the legal, beneficial and record owner of, and has good
    and marketable title to, all of its Collateral consisting of one or more
    Securities, Partnership Interests and Limited Liability Company Interests
    and that it has sufficient interest in all of its Collateral in which a
    security interest is purported to be created hereunder for such security
    interest to attach (subject, in each case, to no pledge, lien, mortgage,
    hypothecation, security interest, charge, option, Adverse Claim or other
    encumbrance whatsoever, except the liens and security interests created by
    this Agreement);

        (ii)    it has full power, authority and legal right to pledge all the
    Collateral pledged by it pursuant to this Agreement;

        (iii)   this Agreement has been duly authorized, executed and delivered
    by such Pledgor and constitutes a legal, valid and binding obligation of
    such Pledgor enforceable against such Pledgor in accordance with its terms,
    except to the extent that the enforceability hereof may be limited by
    applicable bankruptcy, insolvency, reorganization, moratorium

                                       22
<PAGE>

    or other similar laws affecting creditors' rights generally and by general
    equitable principles (regardless of whether enforcement is sought in equity
    or at law);

        (iv)    except to the extent already obtained or made, no consent of any
    other party (including, without limitation, any stockholder, partner, member
    or creditor of such Pledgor or any of its Subsidiaries) and no consent,
    license, permit, approval or authorization of, exemption by, notice or
    report to, or registration, filing or declaration with, any governmental
    authority is required to be obtained by such Pledgor in connection with (a)
    the execution, delivery or performance of this Agreement by such Pledgor,
    (b) the validity or enforceability of this Agreement against such Pledgor
    (except as set forth in clause (iii) above), (c) the perfection or
    enforceability of the Pledgee's security interest in such Pledgor's
    Collateral or (d) except for compliance with or as may be required by
    applicable laws, the exercise by the Pledgee of any of its rights or
    remedies provided herein;

        (v)     neither the execution, delivery or performance by such Pledgor
    of this Agreement, or any other Secured Debt Agreement to which it is a
    party, nor compliance by it with the terms and provisions hereof and thereof
    nor the consummation of the transactions contemplated therein: (i) will
    contravene any provision of any applicable law, statute, rule or regulation,
    or any applicable order, writ, injunction or decree of any court, arbitrator
    or governmental instrumentality, domestic or foreign, applicable to such
    Pledgor; (ii) will conflict or be inconsistent with or result in any breach
    of any of the terms, covenants, conditions or provisions of, or constitute a
    default under, or result in the creation or imposition of (or the obligation
    to create or impose) any Lien (except pursuant to the Security Documents)
    upon any of the properties or assets of such Pledgor or any of its
    Subsidiaries pursuant to the terms of any indenture, lease, mortgage, deed
    of trust, credit agreement, loan agreement or any other material agreement,
    contract or other instrument to which such Pledgor or any of its
    Subsidiaries is a party or is otherwise bound, or by which it or any of its
    properties or assets is bound or to which it may be subject; or (iii) will
    violate any provision of the certificate of incorporation, by-laws,
    certificate of partnership, partnership agreement, certificate of formation
    or limited liability company agreement (or equivalent organizational
    documents), as the case may be, of such Pledgor or any of its Subsidiaries;

        (vi)    all of such Pledgor's Collateral (consisting of Securities,
    Limited Liability Company Interests and Partnership Interests) has been duly
    and validly issued, is fully paid and non-assessable and is subject to no
    options to purchase or similar rights;

        (vii)   each of such Pledgor's Pledged Notes constitutes, or when
    executed by the obligor thereof will constitute, the legal, valid and
    binding obligation of such obligor, enforceable in accordance with its
    terms, except to the extent that the enforceability thereof may be limited
    by applicable bankruptcy, insolvency, reorganization, moratorium or other
    similar laws affecting creditors' rights generally and by general equitable
    principles (regardless of whether enforcement is sought in equity or at
    law);

        (viii)  the pledge, collateral assignment and delivery to the Pledgee of
    such Pledgor's Collateral consisting of Certificated Securities and Pledged
    Notes pursuant to

                                       23
<PAGE>

    this Agreement creates a valid and perfected first priority security
    interest in such Certificated Securities and Pledged Notes, and the proceeds
    thereof, subject to no prior Lien or encumbrance or to any agreement
    purporting to grant to any third party a Lien or encumbrance on the property
    or assets of such Pledgor which would include the Securities (other than the
    liens and security interests permitted under the Secured Debt Agreements
    then in effect) and the Pledgee is entitled to all the rights, priorities
    and benefits afforded by the UCC or other relevant law as enacted in any
    relevant jurisdiction to perfect security interests in respect of such
    Collateral; and

        (ix)    "control" (as defined in Section 8-106 of the UCC) has been
    obtained by the Pledgee over all of such Pledgor's Collateral consisting of
    Securities (including, without limitation, Notes which are Securities) with
    respect to which such "control" may be obtained pursuant to Section 8-106 of
    the UCC, except to the extent that the obligation of the applicable Pledgor
    to provide the Pledgee with "control" of such Collateral has not yet arisen
    under this Agreement; provided that in the case of the Pledgee obtaining
    "control" over Collateral consisting of a Security Entitlement, such Pledgor
    shall have taken all steps in its control so that the Pledgee obtains
    "control" over such Security Entitlement.

        (b)     Each Pledgor covenants and agrees that it will defend the
Pledgee's right, title and security interest in and to such Pledgor's Collateral
and the proceeds thereof against the claims and demands of all persons
whomsoever; and each Pledgor covenants and agrees that it will have like title
to and right to pledge any other property at any time hereafter pledged to the
Pledgee by such Pledgor as Collateral hereunder and will likewise defend the
right thereto and security interest therein of the Pledgee and the other Secured
Creditors.

        (c)     Each Pledgor covenants and agrees that it will take no action
which would violate any of the terms of any Secured Debt Agreement.

        (d)     Notwithstanding anything to the contrary contained in the Credit
Agreement, each Pledgor covenants and agrees that in no event shall such Pledgor
enter into a control or similar agreement with respect to any Uncertificated
Security held by such Pledgor representing the Equity Interests in any Foreign
Subsidiary of such Pledgor other than in favor of the Pledgee.

        17. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED
ORGANIZATION AND/OR A TRANSMITTING UTILITY); JURISDICTION OF ORGANIZATION;
LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHANGES THERETO; ETC. The exact
legal name of each Pledgor, the type of organization of such Pledgor, whether or
not such Pledgor is a Registered Organization, the jurisdiction of organization
of such Pledgor, such Pledgor's Location, the organizational identification
number (if any) of each Pledgor, and whether or not such Pledgor is a
Transmitting Utility, is listed on Annex A hereto for such Pledgor. No Pledgor
shall change its legal name, its type of organization, its status as a
Registered Organization (in the case of a Registered Organization), its status
as a Transmitting Utility or as a Person which is not a Transmitting Utility, as
the case may be, its jurisdiction of organization, its Location, or its
organizational identification number

                                       24
<PAGE>

(if any), except that any such changes shall be permitted (so long as not in
violation of the applicable requirements of the Secured Debt Agreements and so
long as same do not involve (x) a Registered Organization ceasing to constitute
same or (y) any Pledgor changing its jurisdiction of organization or Location
from the United States or a State thereof to a jurisdiction of organization or
Location, as the case may be, outside the United States or a State thereof) if
(i) it shall have given to the Pledgee not less than 15 days' prior written
notice of each change to the information listed on Annex A (as adjusted for any
subsequent changes thereto previously made in accordance with this sentence),
together with a supplement to Annex A which shall correct all information
contained therein for such Pledgor, and (ii) in connection with such change or
changes, it shall have taken all action reasonably requested by the Pledgee to
maintain the security interests of the Pledgee in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect. In
addition, to the extent that any Pledgor does not have an organizational
identification number on the date hereof and later obtains one, such Pledgor
shall promptly thereafter deliver a notification of the Pledgee of such
organizational identification number (to the extent such organizational
identification number is required to perfect the Pledgee's security interests
hereunder) and shall take all actions reasonably satisfactory to the Pledgee to
the extent necessary to maintain the security interest of the Pledgee in the
Collateral intended to be granted hereby fully perfected and in full force and
effect.

        18. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor
under this Agreement shall be absolute and unconditional and shall remain in
full force and effect without regard to, and shall not be released, suspended,
discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever (other than termination of this Agreement or release of Collateral
pursuant to Section 20 hereof), including, without limitation:

        (i)     any renewal, extension, amendment or modification of, or
    addition or supplement to or deletion from any Secured Debt Agreement (other
    than this Agreement in accordance with its terms), or any other instrument
    or agreement referred to therein, or any assignment or transfer of any
    thereof;

        (ii)    any waiver, consent, extension, indulgence or other action or
    inaction under or in respect of any such agreement or instrument including,
    without limitation, this Agreement (other than a waiver, consent or
    extension with respect to this Agreement in accordance with its terms);

        (iii)   any furnishing of any additional security to the Pledgee or its
    assignee or any acceptance thereof or any release of any security by the
    Pledgee or its assignee;

        (iv)    any limitation on any party's liability or obligations under any
    such instrument or agreement or any invalidity or unenforceability, in whole
    or in part, of any such instrument or agreement or any term thereof; or

        (v)     any bankruptcy, insolvency, reorganization, composition,
    adjustment, dissolution, liquidation or other like proceeding relating to
    any Pledgor or any Subsidiary of any Pledgor, or any action taken with
    respect to this Agreement by any trustee or receiver, or by any court, in
    any such proceeding, whether or not such Pledgor shall have notice or
    knowledge of any of the foregoing.

                                       25
<PAGE>

        19. SALE OF COLLATERAL WITHOUT REGISTRATION. (a) If an Event of Default
shall have occurred and be continuing and any Pledgor shall have received from
the Pledgee a written request or requests that such Pledgor cause any
registration, qualification or compliance under any federal or state securities
law or laws to be effected with respect to all or any part of the Collateral
consisting of Securities, Limited Liability Company Interests or Partnership
Interests, such Pledgor as soon as practicable and at its expense will use its
best efforts to cause such registration to be effected (and be kept effective)
and will use its best efforts to cause such qualification and compliance to be
effected (and be kept effective) as may be so requested and as would permit or
facilitate the sale and distribution of such Collateral consisting of
Securities, Limited Liability Company Interests or Partnership Interests,
including, without limitation, registration under the Securities Act, as then in
effect (or any similar statute then in effect), appropriate qualifications under
applicable blue sky or other state securities laws and appropriate compliance
with any other governmental requirements; provided, that the Pledgee shall
furnish to such Pledgor such information regarding the Pledgee as such Pledgor
may request in writing and as shall be required in connection with any such
registration, qualification or compliance. Each Pledgor will cause the Pledgee
to be kept reasonably advised in writing as to the progress of each such
registration, qualification or compliance and as to the completion thereof, will
furnish to the Pledgee such number of prospectuses, offering circulars and other
documents incident thereto as the Pledgee from time to time may reasonably
request, and will indemnify, to the extent permitted by law, the Pledgee and all
other Secured Creditors participating in the distribution of such Collateral
consisting of Securities, Limited Liability Company Interests or Partnership
Interests against all claims, losses, damages and liabilities caused by any
untrue statement (or alleged untrue statement) of a material fact contained
therein (or in any related registration statement, notification or the like) or
by any omission (or alleged omission) to state therein (or in any related
registration statement, notification or the like) a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same may have been caused by an untrue statement or
omission based upon information furnished in writing to such Pledgor by the
Pledgee or such other Secured Creditor expressly for use therein.

        (b) If at any time when the Pledgee shall determine to exercise its
right to sell all or any part of the Collateral consisting of Securities,
Limited Liability Company Interests or Partnership Interests pursuant to Section
7 hereof, and such Collateral or the part thereof to be sold shall not, for any
reason whatsoever, be effectively registered under the Securities Act, as then
in effect, the Pledgee may, in its sole and absolute discretion, sell such
Collateral or part thereof by private sale in such manner and under such
circumstances as the Pledgee may deem necessary or advisable in order that such
sale may legally be effected without such registration. Without limiting the
generality of the foregoing, in any such event the Pledgee, in its sole and
absolute discretion (i) may proceed to make such private sale notwithstanding
that a registration statement for the purpose of registering such Collateral or
part thereof shall have been filed under such Securities Act, (ii) may approach
and negotiate with a single possible purchaser to effect such sale, and (iii)
may restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment, and not with a view
to the distribution or sale of such Collateral or part thereof. In the event of
any such sale, the Pledgee shall incur no responsibility or liability for
selling all or any part of the Collateral at a price which the Pledgee, in its
sole and absolute discretion, may in good faith deem reasonable under

                                       26
<PAGE>

the circumstances, notwithstanding the possibility that a substantially higher
price might be realized if the sale were deferred until the registration as
aforesaid.

        20. TERMINATION; RELEASE. (a) On the Termination Date, this Agreement
shall terminate (provided that all indemnities set forth herein including,
without limitation, in Section 11 hereof shall survive any such termination) and
the Pledgee, at the request and expense of such Pledgor, will execute if
necessary and deliver to such Pledgor a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement (including,
without limitation, UCC termination statements and instruments of satisfaction,
discharge and/or reconveyance), and will duly release from the security interest
created hereby and assign, transfer and deliver to such Pledgor (without
recourse and without any representation or warranty) such of the Collateral as
may be in the possession of the Pledgee and as has not theretofore been sold or
otherwise applied or released pursuant to this Agreement, together with any
moneys at the time held by the Pledgee or any of its sub-agents hereunder and,
with respect to any Collateral consisting of an Uncertificated Security, a
Partnership Interest or a Limited Liability Company Interest (other than an
Uncertificated Security, Partnership Interest or Limited Liability Company
Interest credited on the books of a Clearing Corporation or Securities
Intermediary), a termination of the agreement relating thereto executed and
delivered by the issuer of such Uncertificated Security pursuant to Section
3.2(a)(ii) or by the respective partnership or limited liability company
pursuant to Section 3.2(a)(iv)(2).

        (b)     In the event that any part of the Collateral is sold or
otherwise disposed of (to a Person other than a Credit Party) in connection with
a sale or other disposition permitted by the respective Secured Debt Agreements
or is otherwise released at the direction of the Required Secured Creditors, the
Pledgee, at the request, cost and expense of such Pledgor, will duly release
from the security interest created hereby (and will execute and deliver such
documentation, including termination or partial release statements and the like
in connection therewith) and assign, transfer and deliver to such Pledgor
(without recourse and without any representation or warranty) such of the
Collateral as is then being (or has been) so sold or otherwise disposed of, or
released, and as may be in the possession of the Pledgee and has not theretofore
been released pursuant to this Agreement. Any proceeds of Collateral sold or
otherwise disposed of as contemplated by the immediately preceding sentence may
be applied in accordance with the requirements of the Credit Agreement;
provided, however, upon the occurrence and during the continuance of an Existing
Senior Note Event, such proceeds shall be applied as provided in Section 9(a)
hereof. As used herein, an "Existing Senior Note Event" shall mean the
acceleration of the maturity of any Existing Senior Notes or the failure to pay
at final maturity any Existing Senior Notes, or the occurrence of any default or
event of default of the types specified in Section 5.01(6) or (7) of the
Existing Senior Notes Indenture; provided that no Existing Senior Note Event
shall be deemed to exist (x) at any time when no Existing Senior Note
Obligations are secured hereunder or (y) after all Existing Senior Note
Obligations have been repaid in full.

        (c)     At any time that any Pledgor desires that Collateral be released
as provided in the foregoing Section 20(a) or (b), it shall deliver to the
Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4
hereof) a certificate signed by an authorized officer of such Pledgor stating
that the release of the respective Collateral is permitted pursuant to Section
20(a) or (b) hereof. If reasonably requested by the Pledgee (although the
Pledgee

                                       27
<PAGE>

shall have no obligation to make any such request), the relevant Pledgor shall
furnish appropriate legal opinions (from counsel, reasonably acceptable to the
Pledgee) to the effect set forth in the immediately preceding sentence.

        (d)     The Pledgee shall have no liability whatsoever to any other
Secured Creditor as the result of any release of Collateral by it in accordance
with (or which the Pledgee in the absence of gross negligence and willful
misconduct believes to be in accordance with) this Section 20.

        21. NOTICES, ETC. Except as otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be sent or delivered by mail, telegraph, telex, telecopy, cable or
courier service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by courier, be effective
when deposited in the mails, delivered to the telegraph company, cable company
or overnight courier, as the case may be, or sent by telex or telecopier, except
that notices and communications to the Pledgee or any Pledgor shall not be
effective until received by the Pledgee or such Pledgor, as the case may be. All
notices and other communications shall be in writing and addressed as follows:

        (a)     if to any Pledgor, at c/o:

                Crompton Corporation
                199 Benson Road
                Middlebury, CT 06749
                Attention: Chief Financial Officer and General Counsel
                Telephone No.: (203) 573-2000
                Telecopier No.: (203) 573-3711

        (b)     if to the Pledgee, at:

                Deutsche Bank AG New York Branch
                60 Wall Street
                New York, New York  10005
                Attention:  Ms. Carin Keegan
                Telephone No.: (212) 250-6083
                Telecopier No.: (212) 797-5690

        (c)     if to any Lender Creditor, either (x) to the Administrative
    Agent, at the address of the Administrative Agent specified in the Credit
    Agreement, or (y) at such address as such Lender Creditor shall have
    specified in the Credit Agreement;

        (d)     if to any Hedging Creditor, at such address as such Hedging
    Creditor shall have specified in writing to the Borrower and the Pledgee;

        (e)     if to any Additional Secured Creditor, at such address as such
    Additional Secured Creditor shall have specified in writing to the Borrower
    and the Pledgee;

        (f)     if to the Trustee, at the address specified in the Security
    Agreement;

                                       28
<PAGE>

or at such other address or addressed to such other individual as shall have
been furnished in writing by any Person described above to the party required to
give notice hereunder.

        22. WAIVER; AMENDMENT. Except as provided in Sections 30 and 32 hereof,
none of the terms and conditions of this Agreement may be changed, waived,
modified or varied in any manner whatsoever except in accordance with the
requirements specified in the Security Agreement.

        23. SUCCESSORS AND ASSIGNS. This Agreement shall create a continuing
security interest in the Collateral and shall (i) remain in full force and
effect, subject to release and/or termination as set forth in Section 20, (ii)
be binding upon each Pledgor, its successors and assigns; provided, however,
that no Pledgor shall assign any of its rights or obligations hereunder without
the prior written consent of the Pledgee (with the prior written consent of the
Required Secured Creditors), and (iii) inure, together with the rights and
remedies of the Pledgee hereunder, to the benefit of the Pledgee, the other
Secured Creditors and their respective successors, transferees and assigns. All
agreements, statements, representations and warranties made by each Pledgor
herein or in any certificate or other instrument delivered by such Pledgor or on
its behalf under this Agreement shall be considered to have been relied upon by
the Secured Creditors and shall survive the execution and delivery of this
Agreement and the other Secured Debt Agreements regardless of any investigation
made by the Secured Creditors or on their behalf.

        24. HEADINGS DESCRIPTIVE. The headings of the several Sections of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.

        25. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN
THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
PLEDGOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS. EACH PLEDGOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
COURTS LACK PERSONAL JURISDICTION OVER SUCH PLEDGOR, AND AGREES NOT TO PLEAD OR
CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT
IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION
OVER SUCH PLEDGOR. EACH PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO ANY SUCH PLEDGOR AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION
21 ABOVE, SUCH SERVICE TO

                                       29
<PAGE>

BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH PLEDGOR HEREBY IRREVOCABLY
WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES
AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER
OR UNDER ANY OTHER CREDIT DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY
INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PLEDGEE
UNDER THIS AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY PLEDGOR IN ANY OTHER JURISDICTION.

        (b)     EACH PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

        (c)     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

        26. PLEDGOR'S DUTIES. It is expressly agreed, anything herein contained
to the contrary notwithstanding, that each Pledgor shall remain liable to
perform all of the obligations, if any, assumed by it with respect to the
Collateral and the Pledgee shall not have any obligations or liabilities with
respect to any Collateral by reason of or arising out of this Agreement, except
for the safekeeping of Collateral actually in Pledgor's possession, nor shall
the Pledgee be required or obligated in any manner to perform or fulfill any of
the obligations of any Pledgor under or with respect to any Collateral.

        27. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with each Pledgor and the
Pledgee.

        28. SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                                       30
<PAGE>

        29. RECOURSE. This Agreement is made with full recourse to each Pledgor
and pursuant to and upon all the representations, warranties, covenants and
agreements on the part of such Pledgor contained herein and in the other Secured
Debt Agreements.

        30. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary
of the Borrower that is required to become a party to this Agreement after the
date hereof pursuant to the requirements of the Credit Agreement or any other
Credit Document, shall become a Pledgor hereunder by (x) executing a counterpart
hereof (or a Joinder Agreement substantially in the form of Exhibit O to the
Credit Agreement in lieu thereof) and delivering same to the Pledgee, (y)
delivering supplements to Annexes A through G, hereto as are necessary to cause
such annexes to be complete and accurate with respect to such additional Pledgor
on such date and (z) taking all actions as specified in this Agreement as would
have been taken by such Pledgor had it been an original party to this Agreement,
in each case with all documents required above to be delivered to the Pledgee
and with all documents and actions required above to be taken to the reasonable
satisfaction of the Pledgee.

        31. LIMITED OBLIGATIONS. It is the desire and intent of each Pledgor and
the Secured Creditors that this Agreement shall be enforced against each Pledgor
to the fullest extent permissible under the laws and public policies applied in
each jurisdiction in which enforcement is sought. Notwithstanding anything to
the contrary contained herein, in furtherance of the foregoing, (i) it is noted
that with respect to each Pledgor which has executed the Subsidiaries Guaranty,
the obligations of such Pledgor thereunder has been limited as provided therein,
and (ii) with respect to each Pledgor that is a Subsidiary of the Borrower, the
grant of the security interest hereunder by each such Pledgor with respect to
the Existing Senior Notes Obligations shall not constitute a fraudulent transfer
or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act or any similar Federal or state law and to effectuate the
foregoing, the grant of the security interest hereunder by each such Pledgor
with respect to the Existing Senior Notes Obligations shall be limited to such
amount as will, after giving effect to such maximum amount and all other
(contingent or otherwise) liabilities of such Pledgor that are relevant under
such laws and after giving effect to any rights to contribution pursuant to any
agreement providing for an equitable contribution among such Pledgors, result in
the Existing Senior Notes Obligations of such Pledgors in respect of such
maximum amount not constituting a fraudulent transfer or conveyance.

        32. RELEASE OF PLEDGORS. If at any time all of the Equity Interests of
any Pledgor owned by the Borrower or any of its Subsidiaries are sold (to a
Person other than a Credit Party) in a transaction permitted pursuant to the
Credit Agreement (and which does not violate the terms of any other Secured Debt
Agreement then in effect), then, such Pledgor shall be released as a Pledgor
pursuant to this Agreement without any further action hereunder (it being
understood that the sale of all of the Equity Interests in any Person that owns,
directly or indirectly, all of the Equity Interests in any Pledgor shall be
deemed to be a sale of all of the Equity Interests in such Pledgor for purposes
of this Section), and the Pledgee is authorized and directed to execute and
deliver such instruments of release as are reasonably satisfactory to such
Pledgor. At any time that the Borrower desires that a Pledgor be released from
this Agreement as provided in this Section 32, the Borrower shall deliver to the
Pledgee a certificate signed by a principal executive officer of the Borrower
stating that the release of such Pledgor is permitted pursuant to this Section
32. If requested by Pledgee (although the Pledgee shall have no

                                       31
<PAGE>

obligation to make any such request), the Borrower shall furnish legal opinions
(from counsel acceptable to the Pledgee) to the effect set forth in the
immediately preceding sentence. The Pledgee shall have no liability whatsoever
to any other Secured Creditor as a result of the release of any Pledgor by it in
accordance with, or which it believes to be in accordance with, this Section 32.

                                     * * * *

                                       32
<PAGE>

        IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this
Agreement to be executed by their duly elected officers duly authorized as of
the date first above written.

Address:

199 Benson Road                         CROMPTON CORPORATION,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Barry J. Shainman
                                            ------------------------------------
                                            Name: Barry J. Shainman
                                            Title: Secretary

199 Benson Road                         CNK CHEMICAL REALTY CORPORATION,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         CROMPTON COLORS INCORPORATED,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         CROMPTON EUROPE FINANCIAL
Middlebury, Connecticut, 06762            SERVICES COMPANY, as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         CROMPTON HOLDING CORPORATION,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

<PAGE>

199 Benson Road                         CROMPTON MONOCHEM, INC.,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         CROMPTON SALES COMPANY, INC.,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         DAVIS-STANDARD CORPORATION,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Lewis A. Shaffer
                                            ------------------------------------
                                            Name: Lewis A. Shaffer
                                            Title: Secretary

199 Benson Road                         GT SEED INTERNATIONAL COMPANY,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         GT SEED TREATMENT, INC.,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         KEM MANUFACTURING CORPORATION,
Middlebury, Connecticut, 06762            as a Pledgor
Tel:
Fax:
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

<PAGE>

36191 Highway 30                        MONOCHEM, INC.,
Geismar, LA 70734                         as a Pledgor
Tel:
Fax:
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         NAUGATUCK TREATMENT COMPANY,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         UNIROYAL CHEMICAL COMPANY, INC.,
Middlebury, Connecticut, 06762            a Delaware Corporation, as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         UNIROYAL CHEMICAL COMPANY, INC.,
Middlebury, Connecticut, 06762            a New Jersey Corporation, as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         UNIROYAL CHEMICAL COMPANY
Middlebury, Connecticut, 06762            LIMITED (DELAWARE), as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         UNIROYAL CHEMICAL EXPORT
Middlebury, Connecticut, 06762            LIMITED, as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

<PAGE>

199 Benson Road                         UNIROYAL CHEMICAL LEASING
Middlebury, Connecticut, 06762            COMPANY, INC., as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

199 Benson Road                         WEBER CITY ROAD LLC,
Middlebury, Connecticut, 06762            as a Pledgor
Tel: 203-
Fax: 203-
                                        By: /s/ Arthur C. Fullerton
                                            ------------------------------------
                                            Name: Arthur C. Fullerton
                                            Title: Secretary

<PAGE>

Accepted and Agreed to:


DEUTSCHE BANK AG NEW YORK BRANCH,
 as  Collateral   Agent  for  the  Lender
 Creditors  with respect to the Priority
 Credit Document Obligations


By: /s/ Carin M. Keegan
    ---------------------------------
    Name: Carin M. Keegan
    Title: Vice President

By: /s/  Scottye Lindsey
    ---------------------------------
    Name: Scottye Lindsey
    Title: Director


DEUTSCHE BANK AG NEW YORK BRANCH,
 as  Collateral  Agent  for  the  Secured
 Creditors  with respect  to the
 Obligations  not  constituting  Priority
 Credit Document Obligations


By: /s/ Carin M. Keegan
    ---------------------------------
    Name: Carin M. Keegan
    Title: Vice President

By: /s/  Scottye Lindsey
    ---------------------------------
    Name: Scottye Lindsey
    Title: Director

<PAGE>

                                                                         ANNEX A
                                                                              to
                                                                PLEDGE AGREEMENT

                  SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION
                  (AND WHETHER A REGISTERED ORGANIZATION AND/OR
             A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION,
               LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS

<TABLE>
<CAPTION>
                                                                                           PLEDGOR'S
                                                                                           ORGANIZATION
                                                                    PLEDGOR'S LOCATION     IDENTIFICATION
                                    REGISTERED                      (for purposes of       NUMBER (or, if   TRANSMITTING
EXACT LEGAL NAME OF EACH            ORGANIZATION?  JURISDICTION OF  NY UCC                 it has none, so  UTILITY?
PLEDGOR                             (YES/NO)       ORGANIZATION     section  9-307)        indicate)        (Yes/No)
----------------------------------  -------------  ---------------  ---------------------  ---------------  ------------
<S>                                      <C>         <C>            <C>                     <C>                  <C>
CNK Chemical Realty Corporation          Yes         Pennsylvania   199 Benson Road            0052034           No
                                                                    Middlebury, CT  06749

Crompton Colors Incorporated             Yes           Delaware     199 Benson Road            2448525           No
                                                                    Middlebury, CT  06749

Crompton Corporation                     Yes           Delaware     199 Benson Road            3046078           No
                                                                    Middlebury, CT  06749

Crompton Europe Financial Services       Yes           Delaware     199 Benson Road            2559401           No
Company                                                             Middlebury, CT  06749

Crompton Holding Corporation             Yes           Delaware     199 Benson Road            2448496           No
                                                                    Middlebury, CT  06749

Crompton Monochem, Inc.                  Yes          Louisiana     199 Benson Road         CBU 35171342D        No
                                                                    Middlebury, CT  06749

Crompton Sales Company, Inc.             Yes           Delaware     199 Benson Road            3230776           No
                                                                    Middlebury, CT  06749

Davis-Standard Corporation               Yes           Delaware     199 Benson Road            2448527           No
                                                                    Middlebury, CT  06749

GT Seed International Company            Yes            Texas       199 Benson Road          0112046400          No
                                                                    Middlebury, CT  06749

GT Seed Treatment, Inc.                  Yes          Minnesota     199 Benson Road             S-235            No
                                                                    Middlebury, CT  06749

KEM Manufacturing Corporation            Yes           Georgia      199 Benson Road            J010671           No
                                                                    Middlebury, CT  06749
</TABLE>

<PAGE>

                                                                         Annex A
                                                                          Page 2

<TABLE>
<S>                                      <C>         <C>            <C>                      <C>                 <C>
Monochem, Inc.                           Yes          Louisiana     36191 Highway 30          25311150D          No
                                                                    Geismar, LA 70734

Naugatuck Treatment Company              Yes         Connecticut    199 Benson Road            0032794           No
                                                                    Middlebury, CT  06749

Uniroyal Chemical Company Limited        Yes          Delaware/     199 Benson Road            2523836           No
(Delaware)                                             Bahamas      Middlebury, CT  06749

Uniroyal Chemical Company, Inc.(1)       Yes           Delaware     199 Benson Road            3230771           No
                                                                    Middlebury, CT  06749

Uniroyal Chemical Company, Inc.(2)       Yes          New Jersey    199 Benson Road          0100271711          No
                                                                    Middlebury, CT  06749

Uniroyal Chemical Export Limited         Yes           Delaware     199 Benson Road            2506818           No
                                                                    Middlebury, CT  06749

Uniroyal Chemical Leasing Company,       Yes           Delaware     199 Benson Road            2647284           No
Inc.                                                                Middlebury, CT  06749

Weber City Road LLC                      Yes          Louisiana     199 Benson Road           35129624K          No
                                                                    Middlebury, CT  06749
</TABLE>

----------
(1) Uniroyal Chemical Company, Inc., a Delaware corporation
(2) Uniroyal Chemical Company, Inc., a New Jersey corporation

<PAGE>

                                                                         ANNEX B
                                                                              to
                                                                PLEDGE AGREEMENT

                            SCHEDULE OF SUBSIDIARIES

<TABLE>
<CAPTION>
                                        PERCENTAGE OWNERSHIP
                                        (Direct Owner if not               JURISDICTION OF   SUBSIDIARY
SUBSIDIARY NAME                         Borrower)                          ORGANIZATION      GUARANTOR?
-------------------------------------   --------------------------------   ---------------   ----------
<S>                                     <C>                                <C>               <C>
9056-0921 Quebec Inc.                   100% (UCCI)                        Canada

Assured Insurance Company               100%                               Vermont

Baxenden Chemicals Limited              53.5% (Witco Corporation U.K.      United Kingdom
                                        Limited)

Baxenden Scandinavia A.S.               100% (Baxenden Chemicals           Denmark
                                        Limited)

CK Witco Specialties Thailand Limited   100% (CIC)                         Thailand

CNK Chemical Realty Corporation         100% (UCCI)                        Pennsylvania      Yes

Crompton & Knowles of Canada Limited    100% (UCCI)                        Canada

Crompton & Knowles Receivables          100% (UCCI)                        Delaware
Corporation

Crompton (Uniroyal Chemical)            100% (Crompton Europe Limited)     United Kingdom
Registrations Limited

Crompton Agribusiness Pty. Limited      100%  (Crompton Specialties        Australia
                                        Pty Limited)

Crompton B.V.                           100% (Witco Europe Investment      Netherlands
                                        Partners)

Crompton Chemical (Pty) Limited         100% (UCCI)                        South Africa

Crompton Chemical S.r.l.                100% (Crompton Holdings B.V.)      Italy

Crompton Chemicals B.V.                 100% (Crompton Chemical S.r.l.)    Netherlands

Crompton Co./Cie                        100% (Crompton Netherlands B.V.)   Canada

Crompton Colors Incorporated            100%  (Crompton Holding            Delaware          Yes
                                        Corporation)

Crompton Corporation Limitada           100% (CIC)                         Chile

Crompton Corporation S.A. de C.V.       13% (CIC); and                     Mexico
                                        87% (Crompton Holding S.A. de
                                        C.V.)

Crompton de Colombia Limitada           100% (CIC)                         Colombia

Crompton Espana S.L.                    100% (CIC)                         Spain

Crompton Europe B.V.                    100% (Crompton Holdings B.V.)      Netherlands

Crompton Europe Financial Services      100%                               Delaware          Yes
Company

Crompton Europe Limited                 100% (UCCI)                        Scotland

Crompton European Holdings B.V.         100% (Crompton Overseas B.V.)      Netherlands
</TABLE>

<PAGE>
                                                                         Annex B
                                                                          Page 2

<TABLE>
<CAPTION>
                                        PERCENTAGE OWNERSHIP
                                        (Direct Owner if not               JURISDICTION OF   SUBSIDIARY
SUBSIDIARY NAME                         Borrower)                          ORGANIZATION      GUARANTOR?
-------------------------------------   --------------------------------   ---------------   ----------
<S>                                     <C>                                <C>               <C>
Crompton Financial Holdings             100% (Witco Ireland                Ireland
                                        Investment Co. Ltd.)

Crompton GmbH                           100% (Crompton Holdings GmbH)      Germany

Crompton Grand Banks Inc.               100% (CIC)                         Canada

Crompton Holding Corporation            100% (UCCI)                        Delaware          Yes

Crompton Holding S.A de C.V.            100% (UCCI)                        Mexico

Crompton Holdings B.V.                  15% (Crompton Co./Cie);            Netherlands
                                        85% (Crompton European
                                        Holdings B.V.)

Crompton Holdings GmbH                  5.59% (UCCI); 93.68% (CIC)         Germany

Crompton Inc.                           51.7% (CIC); 13.04% (UCCI)         Korea

Crompton International Corporation      100%                               New Jersey
("CIC")

Crompton International Sales            100% (Uniroyal Chemical            Barbados
Corporation                             Export Limited)

Crompton Investments S.A.S.             100% (Crompton Overseas B.V.)      France

Crompton Limitada                       15% (CIC)                          Brazil
                                        85% (Crompton LLC)

Crompton Limited                        100% (CIC)                         Japan

Crompton LLC                            100% (Crompton Co./Cie)            Delaware

Crompton Monochem, Inc.                 100% (UCCI)                        Louisiana         Yes

Crompton N.V.                           100% (CIC)                         Belgium

Crompton Netherlands B.V.               100% (Crompton European            Netherlands
                                        Holdings B.V.)

Crompton Overseas B.V.                  100% (Crompton Technology          Netherlands
                                        B.V.)

Crompton Quimica S.A.C.I                89.6% (CIC); 10.3% (UCCI)          Argentina

Crompton S.A.                           100% (CIC)                         Switzerland

Crompton S.A.S.                         100% (Crompton Investments         France
                                        S.A.S.)

Crompton Sales Company, Inc.            100% (UCCI)                        Delaware          Yes

Crompton Services B.V.B.A.              100% (Crompton Co./Cie)            Belgium

Crompton Servicios S.A. de C.V.         100% (CIC)                         Mexico

Crompton Specialties Asia Pacific       100% (CIC)                         Singapore
Pte. Limited

Crompton Specialties GmbH               100% (Crompton Holdings GmbH)      Germany

Crompton Specialties Holding Company    100% (CIC)                         China-Hong Kong
Limited

Crompton Specialties Limited            100% (CIC)                         Taiwan

Crompton Specialties Limited            100% (CIC)                         China-Hong Kong
</TABLE>

<PAGE>
                                                                         Annex B
                                                                          Page 3

<TABLE>
<CAPTION>
                                        PERCENTAGE OWNERSHIP
                                        (Direct Owner if not               JURISDICTION OF   SUBSIDIARY
SUBSIDIARY NAME                         Borrower)                          ORGANIZATION      GUARANTOR?
-------------------------------------   --------------------------------   ---------------   ----------
<S>                                     <C>                                <C>               <C>
Crompton Specialties Limited            92% (UCCI)                         Thailand

Crompton Specialties Nanjing Company    100% (CIC)                         China-PRC
Limited

Crompton Specialties Pte. Limited       100% (CIC)                         Singapore

Crompton Specialties Pty. Limited       100% (UCCI)                        Australia

Crompton Specialties S.A.               100% (CIC)                         Ecuador

Crompton Specialties Sdn. Bhd.          100% (CIC)                         Malaysia

Crompton Specialties Shanghai Company   100% (CIC)                         China-PRC
Limited

Crompton Technology B.V.                55.7% (GT Seed International       Netherlands
                                        Company); 44.2% (CIC)

Crompton Vinyl Additives GmbH           100% (Crompton GmbH)               Germany

Crompton, Inc.                          100% (CIC)                         Philippines

Crompton-CNCCC Danyang Chemical         85% (CIC)                          China-PRC
Company Limited

Davis-Standard (Deutschland) GmbH       100% (Davis-Standard               Germany
                                        Corporation)

Davis-Standard Corporation              100% (Crompton Holding             Delaware          Yes
                                        Corporation)

Davis-Standard France S.A.R.L.          51% (UCCI); 48% (9056-0921         France
                                        Quebec Inc.)

Davis-Standard GmbH                     100% (Davis-Standard               Germany
                                        (Deutschland) GmbH)

Davis-Standard Limited                  100% (Crompton Europe Limited)     United Kingdom

D-S Brookes Limited                     100% (Davis-Standard Limited)      United Kingdom

Fasting Jonk N.V.                       100%  (Jonk B.V.)                  Netherlands

GT Seed International Company           100%  (UCCI)                       Texas             Yes

GT Seed Treatment, Inc.                 100%  (UCCI)                       Minnesota         Yes

Handelsmaatschappij Camphina N.V.       100%  (Jonk B.V.)                  Netherlands

Isofoam Limited                         100% (Baxenden Chemicals           United Kingdom
                                        Limited)

Jonk B.V.                               100% (Crompton B.V.)               Netherlands

KEM Manufacturing Corporation           100%  (UCCI)                       Georgia           Yes

Lucia KaarsenFabriek N.V.               100%  (Jonk B.V.)                  Netherlands

Monochem, Inc.                          100%  (UCCI)                       Louisiana         Yes

Nanjing Crompton Shuguang               85% (CIC)                          China-PRC
Organosilicon Specialties Co., Ltd.

Naugatuck Treatment Company             100%  (UCCI)                       Connecticut       Yes
</TABLE>

<PAGE>

                                                                         ANNEX B
                                                                          Page 4

<TABLE>
<CAPTION>
                                        PERCENTAGE OWNERSHIP
                                        (Direct Owner if not               JURISDICTION OF   SUBSIDIARY
SUBSIDIARY NAME                         Borrower)                          ORGANIZATION      GUARANTOR?
-------------------------------------   --------------------------------   ---------------   ----------
<S>                                     <C>                               <C>                 <C>
Nerap Expeditie B.V.                    100%  (Crompton B.V.)             Netherlands

PT Crompton Indonesia                   100% (CIC)                        Indonesia

Unicorb Limited                         100% (UCCI)                       United Kingdom

Uniroyal Chemical Company Limited       100% (UCCI)                       Delaware / Bahamas  Yes
(Delaware)

Uniroyal Chemical Company, Inc.         100% (UCCI)                       Delaware            Yes

Uniroyal Chemical Company, Inc.         80.64% (Crompton                  New Jersey          Yes
("UCCI")                                Corporation); 19.36%
                                        (Crompton Holdings GmbH)

Uniroyal Chemical Export Limited        100%  (UCCI)                      Delaware            Yes

Uniroyal Chemical Leasing Company,      100%  (UCCI)                      Delaware            Yes
Inc.

Uniroyal Chemical Mexico S.A. de C.V.   100%  (Crompton Holdings S.A.     Mexico
                                        de C.V.)

Uniroyal Chemical S.A.                  100% (UCCI)                       Spain

Uniroyal Chemical S.A.R.L.              100% (UCCI)                       Switzerland

Uniroyal Chemical Taiwan Limited        80%  (UCCI)                       Taiwan

Weber City Road LLC                     100% (UCCI)                       Louisiana           Yes

Witco Corporation U.K. Limited          100% (CIC)                        United Kingdom

Witco Europe Investment Partners        99% (Witco Investment             Delaware
                                        Holdings B.V.); 1% (Witco
                                        Investments B.V.)

Witco Investment Holdings B.V.          100% (Crompton Overseas B.V.)     Netherlands

Witco Investments B.V.                  100% (Witco Investment            Netherlands
                                        Holdings B.V.)

Witco Ireland Investment Company        99% (Crompton B.V;                Ireland
Limited                                 1% (CIC)

Witco Polymers and Resins B.V.          100% (Crompton B.V.)              Netherlands

Witco Warmtekracht B.V.                 100% (Crompton B.V.)              Netherlands
</TABLE>

<PAGE>

                                                                         ANNEX C
                                                                              to
                                                                PLEDGE AGREEMENT

                                SCHEDULE OF STOCK

1.      Crompton Corporation

<TABLE>
<CAPTION>
                                                                                                   SUB-CLAUSE OF
NAME OF                                                                                            SECTION 3.2(a)
ISSUING                    TYPE OF         NUMBER OF       CERTIFICATE          PERCENTAGE           OF PLEDGE
CORPORATION                SHARES           SHARES             NO.                OWNED              AGREEMENT
------------------------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                <C>                <C>               <C>
Assured Insurance           Common          100,000             3                  100%                 (i)
Company

Enenco, Incorporated       Capital            100               2                  50%                  (i)

                           Capital            200               4                                       (i)

                           Capital            600               6                                       (i)

                           Capital            800               8                                       (i)

                           Capital            600               10                                      (i)

                           Capital            600               12                                      (i)

                           Capital            600               14                                      (i)

                           Capital            300               16                                      (i)

                           Capital            200               18                                      (i)

Uniroyal Chemical           Common            100               15                80.64%                (i)
Company, Inc.(3)

Crompton Europe             Common            500               02                 100%                 (i)
Financial Services
Company

Crompton                    Common            130               3                  65%                  (i)
International
Corporation                 Common            70               N/A                 35%              Not Pledged
</TABLE>

                              [Continued next page]

----------
(3) Uniroyal Chemical Company, Inc., a New Jersey corporation

<PAGE>

                                                                         Annex C
                                                                          Page 2

2.      Crompton Holding Corporation

<TABLE>
<CAPTION>
                                                                                                   SUB-CLAUSE OF
NAME OF                                                                                            SECTION 3.2(a)
ISSUING                    TYPE OF         NUMBER OF       CERTIFICATE          PERCENTAGE           OF PLEDGE
CORPORATION                SHARES           SHARES             NO.                OWNED              AGREEMENT
------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>               <C>                <C>                  <C>
Crompton Colors             Common            500               4                  100%                 (i)
Incorporated

Davis-Standard              Common            500               2                  100%                 (i)
Corporation
</TABLE>

3.      Uniroyal Chemical Company, Inc., a New Jersey corporation

<TABLE>
<CAPTION>
                                                                                                   SUB-CLAUSE OF
NAME OF                                                                                            SECTION 3.2(a)
ISSUING                    TYPE OF         NUMBER OF       CERTIFICATE          PERCENTAGE           OF PLEDGE
CORPORATION                SHARES           SHARES             NO.                OWNED              AGREEMENT
------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                 <C>                <C>                  <C>
CNK Chemical Realty         Common            100               10                 100%                 (i)
Corporation

Crompton Holding            Common            750               5                  100%                 (i)
Corporation

Crompton Monochem,          Common           1,000              2                  100%                 (i)
Inc.

Crompton Sales              Common            100               3                  100%                 (i)
Company, Inc.

GT Seed International       Common            100               4                  100%                 (i)
Company

GT Seed Treatment,          Common          116,310             2                  100%                 (i)
Inc.

KEM Manufacturing           Common           5,000              2                  100%                 (i)
Corporation

Monochem, Inc.              Common          502,020             1                  100%                 (i)

Naugatuck Treatment         Common            100               3                  100%                 (i)
Company

Uniroyal Chemical           Common           3,997              12                 100%                 (i)
Company Limited
(Delaware)

Uniroyal Chemical           Common            100               3                  100%                 (i)
Company, Inc.(4)
</TABLE>

----------
(4) Uniroyal Chemical Company, Inc., a Delaware corporation

<PAGE>

                                                                         Annex C
                                                                          Page 3

<TABLE>
<CAPTION>
                                                                                                   SUB-CLAUSE OF
NAME OF                                                                                            SECTION 3.2(a)
ISSUING                    TYPE OF         NUMBER OF       CERTIFICATE          PERCENTAGE           OF PLEDGE
CORPORATION                SHARES           SHARES             NO.                OWNED              AGREEMENT
------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>          <C>                     <C>               <C>
Uniroyal Chemical           Common            100               1                  100%                 (i)
Export Limited

Uniroyal Chemical           Common            100               1                  100%                 (i)
Leasing Company, Inc.

NPC Services, Inc.          Common           12.75              8                 12.75%                (i)

Crompton & Knowles         Common]           1,000        Uncertificated           100%             Not Pledged
Receivables Corporation
</TABLE>

                            SCHEDULE OF FOREIGN STOCK

4.      Uniroyal Chemical Company, Inc., a New Jersey corporation

<TABLE>
<CAPTION>
                                                                                                SUB-CLAUSE OF
NAME OF                                                                                         SECTION 3.2(a)
ISSUING                   TYPE OF          NUMBER OF       CERTIFICATE       PERCENTAGE           OF PLEDGE
CORPORATION               SHARES            SHARES             NO.             OWNED              AGREEMENT
---------------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>              <C>                     <C>          <C>
Unicorb Limited        Not specified       636,943               3                 65%              (i)

                       Not specified          2            Not specified           35%          Not pledged

Crompton Europe        Not specified      1,103,291              7                 65%              (i)
Limited
                       Not specified       594,091         Not specified           35%          Not pledged
</TABLE>

<PAGE>

                                                                         Annex C
                                                                          Page 4

<TABLE>
<CAPTION>
                                                                                                SUB-CLAUSE OF
NAME OF                                                                                         SECTION 3.2(a)
ISSUING                   TYPE OF          NUMBER OF       CERTIFICATE       PERCENTAGE           OF PLEDGE
CORPORATION               SHARES            SHARES             NO.             OWNED              AGREEMENT
-------------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                <C>                    <C>           <C>
Crompton Chemical      Not specified         25,000        Not specified           65%              (i)
(Pty) Ltd.

                       Not specified         25,000        Not specified           35%          Not pledged

Uniroyal Chemical      Not specified     Not specified     Not specified           65%              (i)
S.A.

                       Not specified     Not specified     Not specified           35%          Not pledged

9056-0921 Quebec Inc.     (Common             164              CA-4                65%              (i)

                          (Common              88          Not specified           35%          Not pledged

                        PPreferred            650              PA-4                65%              (i)

                        PPreferred            350          Not specified           35%          Not pledged

Crompton & Knowles     Not specified           98               C-8                65%              (i)
of Canada Limited

                       Not specified       Approx. 53      Not specified           35%          Not pledged

Crompton Specialties   Not specified        325,000             14                 65%              (i)
Pty. Limited

                       Not specified        175,000        Not specified           35%          Not pledged

Crompton Specialties   Not specified    Approx. 318,500    Not specified          59.8%             (i)
Limited

                       Not specified    Approx. 154,113    Not specified          32.2%             (i)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                              SUB-CLAUSE OF
NAME OF                                                                                       SECTION 3.2(a)
ISSUING                    TYPE OF         NUMBER OF         CERTIFICATE        PERCENTAGE    OF PLEDGE
CORPORATION                SHARES          SHARES            NO.                OWNED         AGREEMENT
-------------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                <C>                    <C>           <C>
Crompton Holding       Not specified    54,188,661.15       Not specified           65%             (i)
S.A. de C.V.

                       Not specified    29,178,509.85       Not specified           35%         Not pledged

Crompton Quimica       Not specified        31,622          Not specified           6.7%            (i)
S.A.C.I.

                       Not specified        17,027          Not specified           3.6%        Not pledged

Crompton Holdings      Not specified       499,850         Uncertificated          3.63%            N/A
GmbH

                       Not specified       269,150         Uncertificated          2.27%        Not pledged

Uniroyal Chemical      Not specified        25,000         Uncertificated           65%             N/A
S.A.R.L.

                       Not specified       Approx.         Uncertificated           35%         Not pledged
                                           13,461.5

Uniroyal Chemical      Not specified    Not specified       Not specified           52%             N/A
Taiwan Limited

                       Not specified    Not specified       Not specified           28%         Not pledged

                       Not specified    Not specified       Not specified          32.2%        Not pledged

Davis-Standard         Not specified    Not specified       Not specified         33.15%%           N/A
France S.A.R.L.

                       Not specified    Not specified       Not specified          17.85%       Not pledged
</TABLE>

<PAGE>

                                                                         Annex C
                                                                          Page 6

5.      Davis-Standard Corporation

<TABLE>
<CAPTION>
                                                                                                SUB-CLAUSE OF
NAME OF                                                                                         SECTION 3.2(a)
ISSUING                   TYPE OF          NUMBER OF       CERTIFICATE       PERCENTAGE           OF PLEDGE
CORPORATION               SHARES            SHARES             NO.             OWNED              AGREEMENT
-------------------------------------------------------------------------------------------------------------
<S>                    <C>                 <C>             <C>                      <C>         <C>
Davis-Standard         Not specified        Approx.        Uncertificated           65%            N/A
(Deutschland) GmbH                         25,564.59

                       Not specified        Approx.        Uncertificated           35%         Not pledged
                                           13,765.55
</TABLE>

6.      GT Seed International Company

<TABLE>
<CAPTION>
                                                                                                SUB-CLAUSE OF
NAME OF                                                                                         SECTION 3.2(a)
ISSUING                   TYPE OF          NUMBER OF       CERTIFICATE       PERCENTAGE           OF PLEDGE
CORPORATION               SHARES            SHARES             NO.             OWNED              AGREEMENT
-------------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                <C>                     <C>          <C>
Crompton Technology    Not specified    Approx. 656.9      Uncertificated          37.05%          N/A
B.V.

                       Not specified    Approx. 396.1      Uncertificated          19.95%       Not pledged
</TABLE>

<PAGE>

                                                                         ANNEX D
                                                                              to
                                                                PLEDGE AGREEMENT

                                SCHEDULE OF NOTES

1.      Global Intercompany Note, dated as of the Effective Date, by each
        Pledgor, as payor, in favor of each other Pledgor, as payee.

2.      Promissory Note, dated December 22, 2000, by Ruby Park, LLC payable to
        Crompton Corporation.

3.      Promissory Note, dated March 11, 1999, by Stoney Creek Technologies, LLC
        payable to Crompton Corporation (f/n/a Witco Corporation).

<PAGE>

                                                                         ANNEX E
                                                                              to
                                                                PLEDGE AGREEMENT

                 SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS

1.      Uniroyal Chemical Company, Inc., a New Jersey corporation

     NAME OF                                                    SUB-CLAUSE OF
 ISSUING LIMITED           TYPE OF            PERCENTAGE        SECTION 3.2(a)
LIABILITY COMPANY          INTEREST             OWNED        OF PLEDGE AGREEMENT
--------------------------------------------------------------------------------
  Weber City LLC       Membership Units         100%                (ii)

    Rubicon LLC      Class A Common Units        50%                (i)

<PAGE>

                                                                         ANNEX F
                                                                              to
                                                                PLEDGE AGREEMENT

                        SCHEDULE OF PARTNERSHIP INTERESTS

None.

<PAGE>

                                                                         ANNEX G
                                                                              to
                                                                PLEDGE AGREEMENT

                       SCHEDULE OF CHIEF EXECUTIVE OFFICES

           Name of Pledgor                 Address(es) of Chief Executive Office
           ---------------                 -------------------------------------
Each Pledgor except those named below      199 Benson Road
                                           Middlebury, CT  06749

Monochem, Inc.                             36191 Highway 30
                                           Geismar, LA 70734

<PAGE>

                                                                         ANNEX H
                                                                              to
                                                                PLEDGE AGREEMENT

             FORM OF AGREEMENT REGARDING UNCERTIFICATED SECURITIES,
          LIMITED LIABILITY COMPANY INTERESTS AND PARTNERSHIP INTERESTS

AGREEMENT (as amended, restated, modified and/or supplemented from time to time,
this "Agreement"), dated as of [_______ __, 200_], among the undersigned pledgor
(the "Pledgor"), Deutsche Bank AG New York Branch, not in its individual
capacity but solely as Collateral Agent (the "Pledgee"), and [__________], as
the issuer of the [Uncertificated Securities] [Limited Liability Company
Interests] [Partnership Interests] (as defined below) (the "Issuer"). Except as
otherwise defined herein, all capitalized terms used herein and defined in the
Pledge Agreement (as defined below) shall be used as herein as therein defined.

                              W I T N E S S E T H :

WHEREAS, the Pledgor, certain of its affiliates and the Pledgee have entered
into a Pledge Agreement, dated as of August 16, 2004 (as amended, restated,
modified and/or supplemented from time to time, the " Pledge Agreement"), under
which, among other things, in order to secure the payment of the Obligations (as
defined in the Pledge Agreement), the Pledgor has or will pledge to the Pledgee
for the benefit of the Secured Creditors (as defined in the Pledge Agreement),
and grant a security interest in favor of the Pledgee for the benefit of the
Secured Creditors in, all of the right, title and interest of the Pledgor in and
to any and all ["uncertificated securities" (as defined in Section 8-102(a)(18)
of the Uniform Commercial Code, as adopted in the State of New York)
("Uncertificated Securities")] [Partnership Interests (as defined in the Pledge
Agreement)] [Limited Liability Company Interests (as defined in the Pledge
Agreement)], from time to time issued by the Issuer, whether now existing or
hereafter from time to time acquired by the Pledgor (with all of such
[Uncertificated Securities] [Partnership Interests] [Limited Liability Company
Interests] being herein collectively called the "Issuer Pledged Interests"); and

WHEREAS, the Pledgor desires the Issuer to enter into this Agreement in order to
perfect the security interest of the Pledgee under the Pledge Agreement in the
Issuer Pledged Interests, to vest in the Pledgee control of the Issuer Pledge
Interests and to provide for the rights of the parties under this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

1.  The Pledgor hereby irrevocably authorizes and directs the Issuer, and the
Issuer hereby agrees, to comply with any and all instructions and orders
originated by the Pledgee (and its successors and assigns) regarding any and all
of the Issuer Pledged Interests without the further consent by the registered
owner (including the Pledgor), and, following its receipt of a notice from the
Pledgee stating that the Pledgee is exercising exclusive control of the Issuer
Pledged Interests, not to comply with any instructions or orders regarding any
or all of the Issuer Pledged Interests originated by any person or entity other
than the Pledgee (and its successors and assigns) or a court of competent
jurisdiction; provided, however, until such time as the Issuer

<PAGE>

                                                                         Annex H
                                                                          Page 2

receives a notice from the Pledgee stating that the Pledgee is exercising
exclusive control of the Issuer Pledged Interests, the Issuer may comply with
any and all instructions and orders originated by the Pledgor.

2.  The Issuer hereby certifies that (i) no notice of any security interest,
lien or other encumbrance or claim affecting the Issuer Pledged Interests (other
than the security interest of the Pledgee) has been received by it, and (ii) the
security interest of the Pledgee in the Issuer Pledged Interests has been
registered in the books and records of the Issuer.

3.  The Issuer hereby represents and warrants that (i) the pledge by the Pledgor
of, and the granting by the Pledgor of a security interest in, the Issuer
Pledged Interests to the Pledgee, for the benefit of the Secured Creditors, does
not violate the charter, by-laws, partnership agreement, membership agreement or
any other agreement governing the Issuer or the Issuer Pledged Interests, and
(ii) the Issuer Pledged Interests consisting of capital stock of a corporation
are fully paid and nonassessable.

4.  All notices, statements of accounts, reports, prospectuses, financial
statements and other communications to be sent to the Pledgor by the Issuer in
respect of the Issuer will also be sent to the Pledgee at the following address:

                        Deutsche Bank AG New York Branch
                        60 Wall Street
                        New York, New York  10005
                        Attention:  Ms. Carin Keegan
                        Telephone No.: (212) 250-6083
                        Telecopier No.: (212) 797-5690

5.  Following its receipt of a notice from the Pledgee stating that the Pledgee
is exercising exclusive control of the Issuer Pledged Interests and until the
Pledgee shall have delivered written notice to the Issuer that all of the
Obligations have been paid in full and this Agreement is terminated, the Issuer
will send any and all redemptions, distributions, interest or other payments in
respect of the Issuer Pledged Interests from the Issuer for the account of the
Pledgee only by wire transfers to such account as the Pledgee shall instruct.

6.  Except as expressly provided otherwise in Sections 4 and 5, all notices,
instructions, orders and communications hereunder shall be sent or delivered by
mail, telegraph, telex, telecopy, cable or overnight courier service and all
such notices and communications shall, when mailed, telexed, telecopied, cabled
or sent by overnight courier, be effective when deposited in the mails or
delivered to overnight courier, prepaid and properly addressed for delivery on
such or the next Business Day, or sent by telex or telecopier, except that
notices and communications to the Pledgee or the Issuer shall not be effective
until received. All notices and other communications shall be in writing and
addressed as follows:

(a)     if to the Pledgor, at c/o:

                        Crompton Corporation
                        199 Benson Road
                        Middlebury, CT 06749

<PAGE>

                                                                         Annex H
                                                                          Page 3

                        Attention: Chief Financial Officer and General Counsel
                        Telephone No.: (203) 573-2000
                        Telecopier No.: (203) 573-3711

(b)     if to the Pledgee, at the address given in Section 4 hereof;

(c)     if to the Issuer, at:

                        ________________________
                        ________________________
                        ________________________

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. As used in this
Section 6, "Business Day" means any day other than a Saturday, Sunday, or other
day in which banks in New York are authorized to remain closed.

7.  This Agreement shall be binding upon the successors and assigns of the
Pledgor and the Issuer and shall inure to the benefit of and be enforceable by
the Pledgee and its successors and assigns. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which
shall constitute one instrument. In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be
deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto. None of the terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner whatsoever
except in writing signed by the Pledgee, the Issuer and the Pledgor.

8.  This Agreement shall be governed by and construed in accordance with the law
of the State of New York.

<PAGE>

                                                                         Annex H
                                                                          Page 4

IN WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer have caused this
Agreement to be executed by their duly elected officers duly authorized as of
the date first above written.


                                        [                     ],
                                         ---------------------
                                           as Pledgor


                                        By
                                           --------------------------------
                                           Name:
                                           Title:


                                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                         not in its individual capacity but
                                         solely as Collateral Agent for the
                                         Lender Creditors with respect to the
                                         Priority Credit Document Obligations


                                        By
                                           --------------------------------
                                           Name:
                                           Title:


                                        By
                                           --------------------------------
                                           Name:
                                           Title:


                                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                         not in its individual capacity but
                                         solely as Collateral Agent for the
                                         Secured Creditors with respect to the
                                         Obligations not constituting Priority
                                         Credit Document Obligations


                                        By
                                           --------------------------------
                                           Name:
                                           Title:


                                        By
                                           --------------------------------
                                           Name:
                                           Title:

<PAGE>

                                                                         Annex H
                                                                          Page 5

                                           [                     ],
                                            ---------------------
                                           as the Issuer


                                        By
                                           --------------------------------
                                           Name:
                                           Title:

<PAGE>

1.  SECURITY FOR OBLIGATIONS...................................................3

2.  DEFINITIONS................................................................5

3.  PLEDGE OF SECURITIES, ETC.................................................10

      3.1 Pledge..............................................................10
      3.2 Procedures..........................................................14
      3.3 Subsequently Acquired Collateral....................................16
      3.4 Transfer Taxes......................................................16
      3.5 Certain Representations and Warranties Regarding the
          Collateral..........................................................16

4.  APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC..............................17

5.  VOTING, ETC., WHILE NO EVENT OF DEFAULT...................................17

6.  DIVIDENDS AND OTHER DISTRIBUTIONS.........................................17

7.  REMEDIES IN CASE OF AN EVENT OF DEFAULT...................................18

8.  REMEDIES, CUMULATIVE, ETC.................................................19

9.  APPLICATION OF PROCEEDS...................................................19

10. PURCHASERS OF COLLATERAL..................................................20

11. INDEMNITY.................................................................20

12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER.................21

13. FURTHER ASSURANCES; POWER-OF-ATTORNEY.....................................21

14. THE PLEDGEE AS COLLATERAL AGENT...........................................22

15. TRANSFER BY THE PLEDGORS..................................................22

16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.................22

17. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED
      ORGANIZATION AND/OR A TRANSMITTING UTILITY); JURISDICTION
      OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION
      NUMBERS; CHANGES THERETO; ETC...........................................24

18. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC.......................................25

19. SALE OF COLLATERAL WITHOUT REGISTRATION...................................26

20. TERMINATION; RELEASE......................................................27

<PAGE>

21. NOTICES, ETC..............................................................28

22. WAIVER; AMENDMENT.........................................................29

23. SUCCESSORS AND ASSIGNS....................................................29

24. HEADINGS DESCRIPTIVE......................................................29

25. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
      JURY TRIAL..............................................................29

26. PLEDGOR'S DUTIES..........................................................30

27. COUNTERPARTS..............................................................30

28. SEVERABILITY..............................................................30

29. RECOURSE..................................................................31

30. ADDITIONAL PLEDGORS.......................................................31

31. LIMITED OBLIGATIONS.......................................................31

32. RELEASE OF PLEDGORS.......................................................31

ANNEX A  -     SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION (AND WHETHER A
               REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY),
               JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL
               IDENTIFICATION NUMBERS

ANNEX B  -     SCHEDULE OF SUBSIDIARIES
ANNEX C  -     SCHEDULE OF STOCK
ANNEX D  -     SCHEDULE OF NOTES
ANNEX E  -     SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS
ANNEX F  -     SCHEDULE OF PARTNERSHIP INTERESTS
ANNEX G  -     SCHEDULE OF CHIEF EXECUTIVE OFFICES
ANNEX H  -     FORM OF AGREEMENT REGARDING UNCERTIFICATED SECURITIES, LIMITED
               LIABILITY COMPANY INTERESTS AND PARTNERSHIP INTERESTS