<PAGE>

                                                                   EXHIBIT 10.43

================================================================================

                                CREDIT AGREEMENT

                                      among

                              CROMPTON CORPORATION,

                          VARIOUS LENDING INSTITUTIONS,

                    DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH,
                                as Deposit Bank,

                                       and

                        DEUTSCHE BANK AG NEW YORK BRANCH,
                             as Administrative Agent

                           Dated as of August 16, 2004

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

                          DEUTSCHE BANK SECURITIES INC.
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                    acting through its CAYMAN ISLANDS BRANCH,
                            as Joint Lead Arrangers,

                          DEUTSCHE BANK SECURITIES INC.,
                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                         as Joint Book Running Managers

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                            as Co-Syndication Agents
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                    acting through its CAYMAN ISLANDS BRANCH,
                             as Documentation Agent

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>         <C>
SECTION 1.  Amount and Terms of Credit......................................................................1
    1.01    Commitments.....................................................................................1
    1.02    Minimum Borrowing Amounts, etc..................................................................4
    1.03    Notice of Borrowing.............................................................................4
    1.04    Disbursement of Funds...........................................................................5
    1.05    Notes...........................................................................................6
    1.06    Conversions.....................................................................................7
    1.07    Pro Rata Borrowings.............................................................................8
    1.08    Interest........................................................................................8
    1.09    Interest Periods................................................................................9
    1.10    Increased Costs; Illegality; etc...............................................................10
    1.11    Compensation...................................................................................12
    1.12    Change of Lending Office.......................................................................13
    1.13    Replacement of Lenders.........................................................................13
    1.14    Additional Revolving Loan Commitments..........................................................14

SECTION 2.  Letters of Credit..............................................................................16
    2.01    Letters of Credit..............................................................................16
    2.02    Minimum Stated Amount..........................................................................18
    2.03    Letter of Credit Requests......................................................................18
    2.04    Letter of Credit Participations................................................................19
    2.05    Agreement to Repay Letter of Credit Drawings...................................................23
    2.06    Increased Costs................................................................................24
    2.07    Credit-Linked Deposit Account..................................................................25

SECTION 3.  Fees; Commitments..............................................................................26
    3.01    Fees...........................................................................................26
    3.02    Voluntary Termination or Reduction of Commitments and Adjustments of Commitments...............27
    3.03    Mandatory Reduction of Commitments.............................................................29

SECTION 4.  Prepayments; Repayments; Taxes.................................................................30
    4.01    Voluntary Prepayments..........................................................................30
    4.02    Mandatory Repayments...........................................................................31
    4.03    Method and Place of Payment....................................................................33
    4.04    Net Payments...................................................................................33

SECTION 5.  Conditions Precedent to the Effective Date.....................................................36
    5.01    Execution of Agreement; Notes..................................................................36
    5.02    Officer's Certificate..........................................................................37
    5.03    Opinions of Counsel............................................................................37
    5.04    Company Documents; Proceedings.................................................................37
    5.05    Adverse Change, etc............................................................................38
    5.06    Litigation.....................................................................................38
    5.07    Approvals......................................................................................38
</TABLE>

                                       (i)
<PAGE>

<TABLE>
<S>         <C>
    5.08    Consummation of the Transaction................................................................38
    5.09    Subsidiaries Guaranty; Intercompany Subordination Agreement....................................40
    5.10    Pledge Agreement...............................................................................40
    5.11    Security Agreement.............................................................................41
    5.12    Mortgages; Title Insurance; Surveys; etc.......................................................41
    5.13    Cash Collateral Agreement......................................................................42
    5.14    Existing Indebtedness Agreements; Tax Allocation Agreements....................................42
    5.15    Solvency Certificate; Insurance Certificates; etc..............................................43
    5.16    Financial Statements; Pro Forma Financial Statements; Projections..............................43
    5.17    Payment of Fees................................................................................43

SECTION 6.  Conditions Precedent to All Credit Events......................................................43
    6.01    Effective Date.................................................................................43
    6.02    No Default; Representations and Warranties.....................................................43
    6.03    Notice of Borrowing; Letter of Credit Request; etc.............................................44
    6.04    No Excess Cash.................................................................................44

SECTION 7.  Representations and Warranties.................................................................44
    7.01    Company Status.................................................................................45
    7.02    Company Power and Authority....................................................................45
    7.03    No Violation...................................................................................45
    7.04    Litigation.....................................................................................46
    7.05    Use of Proceeds; Margin Regulations............................................................46
    7.06    Governmental Approvals.........................................................................46
    7.07    Investment Company Act.........................................................................46
    7.08    Public Utility Holding Company Act.............................................................46
    7.09    True and Complete Disclosure...................................................................46
    7.10    Financial Condition; Financial Statements......................................................46
    7.11    Security Interests.............................................................................48
    7.12    Compliance with ERISA..........................................................................48
    7.13    Capitalization.................................................................................50
    7.14    Subsidiaries...................................................................................50
    7.15    Intellectual Property..........................................................................50
    7.16    Compliance with Statutes; Agreements, etc......................................................50
    7.17    Environmental Matters..........................................................................51
    7.18    Properties.....................................................................................51
    7.19    Labor Relations................................................................................51
    7.20    Tax Returns and Payments.......................................................................52
    7.21    Scheduled Existing Indebtedness................................................................52
    7.22    Insurance......................................................................................52
    7.23    Special Purpose Corporation....................................................................52

SECTION 8.  Affirmative Covenants..........................................................................52
    8.01    Information Covenants..........................................................................53
    8.02    Books, Records and Inspections; Annual Meetings................................................56
    8.03    Insurance......................................................................................56
    8.04    Payment of Taxes...............................................................................57
</TABLE>

                                      (ii)
<PAGE>

<TABLE>
<S>         <C>
    8.05    Existence; Franchises..........................................................................57
    8.06    Compliance with Statutes; etc..................................................................58
    8.07    Compliance with Environmental Laws.............................................................58
    8.08    ERISA..........................................................................................59
    8.09    Good Repair....................................................................................60
    8.10    End of Fiscal Years; Fiscal Quarters...........................................................60
    8.11    Additional Security; Additional Guaranties; Further Assurances.................................60
    8.12    Foreign Subsidiaries Stock.....................................................................63
    8.13    Use of Proceeds................................................................................63
    8.14    Ownership of Subsidiaries......................................................................63
    8.15    Permitted Acquisitions.........................................................................63
    8.16    Maintenance of Company Separateness............................................................65
    8.17    Performance of Obligations.....................................................................65

SECTION 9.  Negative Covenants.............................................................................66
    9.01    Changes in Business; etc.......................................................................66
    9.02    Consolidation; Merger; Sale or Purchase of Assets; etc.........................................66
    9.03    Liens..........................................................................................70
    9.04    Indebtedness...................................................................................73
    9.05    Advances; Investments; Loans...................................................................75
    9.06    Dividends......................................................................................78
    9.07    Transactions with Affiliates...................................................................79
    9.08    Consolidated Interest Coverage Ratio...........................................................79
    9.09    Leverage Ratio.................................................................................80
    9.10    Limitation on Voluntary Payments and Modifications of Indebtedness
             and Designated Litigation Liabilities; Modifications of
             Certificate of Incorporation, By-Laws and Certain Other
             Agreements; Issuances of Capital Stock; etc...................................................80
    9.11    Limitation on Issuance of Equity Interests.....................................................82
    9.12    Limitation on Certain Restrictions on Subsidiaries.............................................82
    9.13    Limitation on the Creation of Subsidiaries and Joint Ventures..................................83
    9.14    Use of CNTA Basket.............................................................................84

SECTION 10. Events of Default..............................................................................84
    10.01   Payments.......................................................................................84
    10.02   Representations, etc...........................................................................84
    10.03   Covenants......................................................................................84
    10.04   Default Under Other Agreements.................................................................84
    10.05   Bankruptcy, etc................................................................................85
    10.06   ERISA..........................................................................................85
    10.07   Security Documents.............................................................................86
    10.08   Subsidiaries Guaranty..........................................................................86
    10.09   Judgments......................................................................................86
    10.10   Ownership......................................................................................86
    10.11   Denial of Liability............................................................................87
</TABLE>

                                      (iii)
<PAGE>

<TABLE>
<S>         <C>
SECTION 11. Definitions....................................................................................87

SECTION 12. The Agents....................................................................................123
    12.01   Appointment...................................................................................123
    12.02   Nature of Duties..............................................................................124
    12.03   Certain Rights of the Administrative Agent....................................................124
    12.04   Reliance by the Administrative Agent..........................................................125
    12.05   Notice of Default, etc........................................................................125
    12.06   Nonreliance on the Administrative Agent and the other Lenders.................................125
    12.07   Indemnification...............................................................................125
    12.08   Administrative Agent in its Individual Capacity...............................................126
    12.09   Holders.......................................................................................126
    12.10   Resignation of the Administrative Agent.......................................................126
    12.11   Collateral Matters............................................................................127
    12.12   Delivery of Information.......................................................................128
    12.13   Syndication Agents, Documentation Agent, Joint Lead Arrangers and
             Joint Book Running Managers .................................................................128

SECTION 13. Miscellaneous.................................................................................129
    13.01   Payment of Expenses, etc......................................................................129
    13.02   Right of Setoff...............................................................................130
    13.03   Notices.......................................................................................131
    13.04   Benefit of Agreement..........................................................................132
    13.05   No Waiver; Remedies Cumulative................................................................134
    13.06   Payments Pro Rata.............................................................................134
    13.07   Calculations; Computations....................................................................135
    13.08   Governing Law; Submission to Jurisdiction; Venue..............................................136
    13.09   Counterparts..................................................................................136
    13.10   Effectiveness.................................................................................137
    13.11   Headings Descriptive..........................................................................137
    13.12   Amendment or Waiver; etc......................................................................137
    13.13   Survival......................................................................................139
    13.14   Domicile of Loans and Commitments.............................................................139
    13.15   Confidentiality...............................................................................139
    13.16   Waiver of Jury Trial..........................................................................140
    13.17   Register......................................................................................140
    13.18   Special Provisions Regarding Pledges of Equity Interests in, and
             Promissory Notes Owed by, Persons Not Organized in the United States.........................140
    13.19   Judgment Currency.............................................................................141
    13.20   Post Closing Actions..........................................................................142
    13.21   USA Patriot Act Notice........................................................................142

SECTION 14. Collection Allocation Mechanism...............................................................143
    14.01   Implementation of CAM.........................................................................143
    14.02   Letters of Credit.............................................................................144
</TABLE>

                                      (iv)
<PAGE>

SCHEDULE I        List of Lenders and Commitments
SCHEDULE II       Lender Addresses
SCHEDULE III      Existing Letters of Credit
SCHEDULE IV       Real Properties
SCHEDULE V        Subsidiaries
SCHEDULE VI       Existing Investments
SCHEDULE VII      Scheduled Existing Indebtedness
SCHEDULE VIII     Insurance
SCHEDULE IX       Existing Liens
SCHEDULE X        Post Closing Actions
SCHEDULE XI       Certain Tax Matters

EXHIBIT A-1  -    Form of Notice of Borrowing
EXHIBIT A-2  -    Form of Notice of Conversion/Continuation
EXHIBIT B-1  -    Form of Revolving Note
EXHIBIT B-2  -    Form of CL Note
EXHIBIT B-3  -    Form of Swingline Note
EXHIBIT C    -    Form of Letter of Credit Request
EXHIBIT D    -    Form of Section 4.04(b)(ii) Certificate
EXHIBIT E    -    Form of Opinion of Skadden, Arps, Slate, Meagher and Flom LLP
EXHIBIT F    -    Form of Officer's Certificate
EXHIBIT G    -    Form of Subsidiaries Guaranty
EXHIBIT H    -    Form of Intercompany Subordination Agreement
EXHIBIT I    -    Form of Pledge Agreement
EXHIBIT J    -    Form of Security Agreement
EXHIBIT K    -    Form of Cash Collateral Agreement
EXHIBIT L    -    Form of Solvency Certificate
EXHIBIT M    -    Form of Assignment and Assumption Agreement
EXHIBIT N    -    Form of Intercompany Note
EXHIBIT O    -    Form of Joinder Agreement
EXHIBIT P    -    Form of Additional Revolving Loan Commitment Agreement

                                      (v)
<PAGE>

                CREDIT AGREEMENT, dated as of August 16, 2004, among CROMPTON
CORPORATION, a Delaware corporation (the "Borrower"), the Lenders from time to
time party hereto, DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Deposit Bank (in
such capacity, the "Deposit Bank"), and DEUTSCHE BANK AG NEW YORK BRANCH, as
Administrative Agent (in such capacity, the "Administrative Agent") (all
capitalized terms used herein and defined in Section 11 are used herein as
therein defined).

                              W I T N E S S E T H:

                WHEREAS, subject to and upon the terms and conditions set forth
herein, the Lenders are willing to make available to the Borrower the credit
facilities provided for herein;

                NOW, THEREFORE, IT IS AGREED:

                SECTION 1. Amount and Terms of Credit.

                1.01 Commitments. (a) Revolving Loans. Subject to and upon the
terms and conditions set forth herein, each RL Lender severally agrees to make,
at any time and from time to time on or after the Effective Date and prior to
the Final Maturity Date, a revolving loan or revolving loans to the Borrower
(each, a "Revolving Loan" and, collectively, the "Revolving Loans"), which
Revolving Loans:

                (i)     shall be made and maintained in Dollars;

                (ii)    shall, at the option of the Borrower, be incurred and
        maintained as, and/or converted into, one or more Borrowings of Base
        Rate Loans or Eurodollar Loans, provided that, except as otherwise
        specifically provided in Section 1.10(b), all Revolving Loans made as
        part of the same Borrowing shall at all times consist of Revolving Loans
        of the same Type;

                (iii)   may be repaid and reborrowed in accordance with the
        provisions hereof;

                (iv)    shall not be made by any RL Lender in any instance where
        the incurrence thereof (after giving effect to the use of the proceeds
        thereof on the date of the incurrence thereof to repay any amounts
        theretofore outstanding pursuant to this Agreement) would cause the
        Individual RL Exposure of such RL Lender to exceed its Available
        Revolving Loan Commitment as then in effect; and

                (v)     shall not be made by any RL Lender in any instance where
        the incurrence thereof (after giving effect to the use of the proceeds
        thereof on the date of the incurrence thereof to repay any amounts
        theretofore outstanding pursuant to this Agreement) would cause the
        Aggregate RL Exposure to exceed the Total Available Revolving Loan
        Commitment as then in effect.

                (b)     CL Loans. Subject to and upon the terms and conditions
set forth herein, each CL Lender severally agrees to make, at any time and from
time to time on or after the Effective Date and prior to the Final Maturity
Date, a revolving loan or revolving loans to the Borrower (each, a "CL Loan"
and, collectively, the "CL Loans"), which CL Loans:

<PAGE>

                (i)     shall be made and maintained in Dollars;

                (ii)    shall, at the option of the Borrower, be incurred and
        maintained as, and/or converted into, one or more Borrowings of Base
        Rate Loans or Eurodollar Loans, provided that, except as otherwise
        specifically provided in Section 1.10(b), all CL Loans made as part of
        the same Borrowing shall at all times consist of CL Loans of the same
        Type;

                (iii)   may be repaid and reborrowed in accordance with the
        provisions hereof;

                (iv)    shall not be made by any CL Lender in any instance where
        the incurrence thereof (after giving effect to the use of the proceeds
        thereof on the date of the incurrence thereof to repay any amounts
        theretofore outstanding pursuant to this Agreement) would cause the
        Individual CL Exposure of such CL Lender to exceed its Available
        Credit-Linked Commitment as then in effect; and

                (v)     shall not be made by any CL Lender in any instance where
        the incurrence thereof (after giving effect to the use of the proceeds
        thereof on the date of the incurrence thereof to repay any amounts
        theretofore outstanding pursuant to this Agreement) would cause the
        Aggregate CL Exposure to exceed the Total Available Credit-Linked
        Commitment as then in effect.

                (c)     Swingline Loans. Subject to and upon the terms and
conditions set forth herein, the Swingline Lender agrees to make, at any time
and from time to time on or after the Effective Date and prior to the Swingline
Expiry Date, a revolving loan or revolving loans to the Borrower (each, a
"Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline
Loans:

                (i)     shall be made and maintained in Dollars;

                (ii)    shall be made and maintained as Base Rate Loans;

                (iii)   may be repaid and reborrowed in accordance with the
        provisions hereof;

                (iv)    shall not be made in any instance where the incurrence
        thereof (after giving effect to the use of the proceeds thereof on the
        date of the incurrence thereof to repay any amounts theretofore
        outstanding pursuant to this Agreement) would cause the Aggregate RL
        Exposure to exceed the Total Available Revolving Loan Commitment as then
        in effect; and

                (v)     shall not be made in any instance where the incurrence
        thereof (after giving effect to the use of the proceeds thereof on the
        date of the incurrence thereof to repay any amounts theretofore
        outstanding pursuant to this Agreement) would cause the Aggregate
        Swingline Exposure to exceed the Maximum Swingline Amount.

Notwithstanding anything to the contrary contained in this Section 1.01(c), (x)
the Swingline Lender shall not be obligated to make any Swingline Loans at a
time when a Lender Default exists with respect to an RL Lender unless the
Swingline Lender has entered into arrangements

                                       -2-
<PAGE>

satisfactory to it to eliminate the Swingline Lender's risk with respect to the
Defaulting RL Lender's or Defaulting RL Lenders' refunding obligations (through
the requirement that Mandatory Borrowings be made from time to time) in respect
of such Swingline Loans, including by cash collateralizing such Defaulting RL
Lender's or Defaulting RL Lenders' RL Percentages of the outstanding Swingline
Loans and (y) the Swingline Lender shall not make any Swingline Loan after it
has received written notice from the Borrower or the Required Lenders stating
that a Default or an Event of Default exists and is continuing until such time
as the Swingline Lender shall have received written notice (A) of rescission of
all such notices from the party or parties originally delivering such notice or
notices or (B) of the waiver of such Default or Event of Default by the Required
Lenders.

                (d)     Refunding of Swingline Loans. (A) On any Business Day,
the Swingline Lender may, in its sole discretion, give notice to the RL Lenders
that the outstanding Swingline Loans shall be funded with a Borrowing of
Revolving Loans (provided that such notice shall be deemed to have been
automatically given with respect to all outstanding Swingline Loans upon the
occurrence of a Default or an Event of Default under Section 10.05 or upon the
exercise of any of the remedies provided in the last paragraph of Section 10),
in which case a Borrowing of Revolving Loans maintained as Base Rate Loans (each
such Borrowing, a "Mandatory Borrowing") shall be made on the immediately
succeeding Business Day by all RL Lenders pro rata based on each such RL
Lender's RL Percentage and the proceeds thereof shall be paid directly to the
Swingline Lender and applied by the Swingline Lender to repay all outstanding
Swingline Loans.

        (B)     Each RL Lender hereby irrevocably agrees to make Revolving Loans
upon one Business Day's notice pursuant to each Mandatory Borrowing in the
amount and in the manner specified in the preceding sub-clause (A) and on the
date specified in writing by the Swingline Lender notwithstanding (i) that the
amount of the Mandatory Borrowing may not comply with the minimum amount for
Borrowings otherwise required hereunder, (ii) whether any conditions specified
in Section 6 are then satisfied, (iii) whether a Default or an Event of Default
then exists, (iv) the date of such Mandatory Borrowing, (v) the amount of the
Total Revolving Loan Commitment or the Total Available Revolving Loan Commitment
at such time and (vi) the amount of the Revolving Loan Commitment or Available
Revolving Loan Commitment of such Lender at such time.

        (C)     In the event that any Mandatory Borrowing cannot for any reason
be made on the date otherwise required above (including, without limitation, as
a result of the commencement of a proceeding under any bankruptcy,
reorganization, dissolution, insolvency, receivership, administration or
liquidation or similar law with respect to the Borrower), then each RL Lender
hereby agrees that it shall forthwith purchase (as of the date the Mandatory
Borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the
Swingline Lender such participations in such outstanding Swingline Loans as
shall be necessary to cause such RL Lenders to share in such Swingline Loans
ratably based upon their respective RL Percentages, provided that (x) all
interest payable on the Swingline Loans shall be for the account of the
Swingline Lender until the date as of which the respective participation is
required to be purchased and, to the extent attributable to the purchased
participation, shall be payable to the participant from and after such date, and
(y) at the time any purchase of participations pursuant to this sentence is
actually made,

                                       -3-
<PAGE>

the purchasing RL Lender shall be required to pay the Swingline Lender interest
on the principal amount of the participation purchased for each day from and
including the day upon which the Mandatory Borrowing would otherwise have
occurred to but excluding the date of payment for such participation, at the
rate otherwise applicable to Revolving Loans maintained as Base Rate Loans.

                1.02    Minimum Borrowing Amounts, etc. The aggregate principal
amount of each Borrowing of Loans under a respective Tranche of Loans shall not
be less than the Minimum Borrowing Amount applicable thereto, provided that
Mandatory Borrowings shall be made in the amounts required by Section 1.01(d).
More than one Borrowing may be incurred on any day, but at no time shall there
be outstanding more than 12 Borrowings of Eurodollar Loans in the aggregate (or
such greater number of Borrowings as may be permitted by the Administrative
Agent).

                1.03    Notice of Borrowing. (a) Whenever the Borrower desires
to incur Loans hereunder (excluding Swingline Loans and Revolving Loans incurred
pursuant to a Mandatory Borrowing), an Authorized Officer of the Borrower shall
give the Administrative Agent at the Notice Office at least one Business Day's
prior written notice (or telephonic notice promptly confirmed in writing) of
each Base Rate Loan to be incurred hereunder and at least three Business Days'
prior written notice (or telephonic notice promptly confirmed in writing) of
each Eurodollar Loan to be incurred hereunder, provided that any such notice
shall be deemed to have been given on a certain day only if given before 11:00
A.M. (New York time) on such day. Each such written notice or written
confirmation of telephonic notice (each, a "Notice of Borrowing"), except as
otherwise expressly provided in Section 1.10, shall be irrevocable and shall be
given by or on behalf of the Borrower in the form of Exhibit A-1, appropriately
completed to specify: (i) the aggregate principal amount of the Loans to be
incurred pursuant to such Borrowing; (ii) the date of such Borrowing (which
shall be a Business Day); (iii) whether the Loans being incurred pursuant to
such Borrowing shall constitute Revolving Loans or CL Loans; (iv) whether the
Loans being incurred pursuant to such Borrowing are to be initially maintained
as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and,
in the case of Eurodollar Loans, the initial Interest Period to be applicable
thereto; (v) to the extent that all or any portion of the Loans to be incurred
pursuant to such Borrowing are to be used to fund a Permitted Acquisition, the
amount of the Total Unutilized Available Commitment after giving effect to such
Borrowing; and (vi) whether all or any of the Loans being incurred pursuant to
such Borrowing will utilize the respective Blocked Commitment (if any) at such
time and, if so, a description of the Designated Litigation Liabilities (and the
aggregate amount thereof) being so paid at such time and the amount of the
respective Blocked Commitment and the Total Blocked Commitment after giving
effect to the incurrence of such Loans. The Administrative Agent shall promptly
give each Lender which is required to make Loans of the Tranche specified in the
respective Notice of Borrowing notice of such proposed Borrowing, of such
Lender's proportionate share thereof (determined in accordance with Section
1.07) and of the other matters required by the immediately preceding sentence to
be specified in the Notice of Borrowing.

                (b)     (i) Whenever the Borrower desires to incur Swingline
Loans hereunder, an Authorized Officer of the Borrower shall give the Swingline
Lender not later than 11:00 A.M. (New York time) on the date that a Swingline
Loan is to be incurred hereunder written notice or

                                       -4-
<PAGE>

telephonic notice promptly confirmed in writing of each such Swingline Loan to
be incurred hereunder. Each such notice shall be irrevocable and shall be given
by or on behalf of the Borrower in the form of Exhibit A-1, appropriately
completed to specify: (A) the date of Borrowing (which shall be a Business Day);
(B) the aggregate principal amount of the Swingline Loans to be incurred
pursuant to such Borrowing; (C) to the extent that all or any portion of the
Swingline Loans to be incurred pursuant to such Borrowing are to be used to fund
a Permitted Acquisition, the amount of the Total Unutilized Available Commitment
after giving effect to such Borrowing; and (D) whether all or any of the
Swingline Loans being incurred pursuant to such Borrowing will utilize the RL
Blocked Commitment (if any) at such time and, if so, a description of the
Designated Litigation Liabilities (and the aggregate amount thereof) being so
paid at such time and the amount of the RL Blocked Commitment and the Total
Blocked Commitment after giving effect to the incurrence of such Swingline
Loans.

                (ii)    Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(d), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as
set forth in Section 1.01(d).

                (c)     Without in any way limiting the obligation of the
Borrower to confirm in writing any telephonic notice permitted to be given
hereunder, the Administrative Agent or the Swingline Lender (in the case of a
Borrowing of Swingline Loans) may, prior to receipt of written confirmation, act
without liability upon the basis of such telephonic notice, believed by the
Administrative Agent or the Swingline Lender, as the case may be, in good faith
to be from an Authorized Officer of the Borrower. In each such case, the
Administrative Agent's or the Swingline Lender's record of the terms of such
telephonic notice shall be conclusive evidence of the contents of such notice,
absent manifest error.

                1.04    Disbursement of Funds. Not later than 1:00 P.M. (New
York time) on the date specified in each Notice of Borrowing (or (x) in the case
of Swingline Loans, not later than 2:00 P.M. (New York time) on the date
specified pursuant to Section 1.03(b)(i) and (y) in the case of Mandatory
Borrowings, not later than 1:00 P.M. (New York time) on the date specified in
Section 1.01(d), each Lender with a Commitment of the respective Tranche will
make available its pro rata portion (determined in accordance with Section 1.07)
of each such Borrowing requested to be made on such date (or (x) in the case of
CL Loans, the Administrative Agent shall make available the full amount thereof
to the extent of funds then on deposit in the Credit-Linked Deposit Account as
provided below in this Section 1.04 and (y) in the case of Swingline Loans, the
Swingline Lender shall make available the full amount thereof). Each CL Lender
hereby irrevocably authorizes the Administrative Agent to fund each CL Loan to
be made by such CL Lender hereunder solely by requesting the Deposit Bank (and
the Deposit Bank hereby agrees) to withdraw such CL Lender's CL Percentage of
the Credit-Linked Deposits on deposit with the Deposit Bank in the Credit-Linked
Deposit Account and to pay same over to the Administrative Agent. All such
amounts shall be made available in Dollars in immediately available funds at the
Payment Office, and the Administrative Agent will make available to the Borrower
at the Payment Office (or to the Swingline Lender in the case of a Mandatory
Borrowing) the aggregate of the amounts so made available by the Lenders (or, in
the case of CL Loans, by the Deposit Bank) prior to (x) 2:00 P.M. (New York
time) on such day (excluding Swingline Loans and Revolving Loans made pursuant
to Mandatory Borrowings) and (y) 2:00 P.M. (New York time) on such day, in the
case of any Swingline Loan, in each case to

                                       -5-
<PAGE>

the extent of funds actually received by the Administrative Agent prior to such
times on such day. Unless the Administrative Agent shall have been notified by
any RL Lender prior to the date of Borrowing of Revolving Loans that such RL
Lender does not intend to make available to the Administrative Agent such RL
Lender's portion of any Borrowing of Revolving Loans to be made on such date,
the Administrative Agent may assume that such RL Lender has made such amount
available to the Administrative Agent on such date of Borrowing of Revolving
Loans and the Administrative Agent may (but shall not be obligated to), in
reliance upon such assumption, make available to the Borrower a corresponding
amount. If such corresponding amount is not in fact made available to the
Administrative Agent by such RL Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such RL Lender. If
such RL Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower to pay immediately such corresponding amount to the
Administrative Agent and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be
entitled to recover on demand from such RL Lender or the Borrower, as the case
may be, interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Administrative Agent to
the Borrower until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such RL
Lender, the overnight Federal Funds Rate for the first three days and at the
rate of interest otherwise applicable to such Revolving Loans for each day
thereafter, and (ii) if recovered from the Borrower, the rate of interest
applicable to the respective Borrowing, as determined pursuant to Section 1.08.
Nothing in this Section 1.04 shall be deemed to relieve any RL Lender from its
obligation to make Revolving Loans hereunder or to prejudice any rights which
the Borrower may have against any RL Lender as a result of any failure by such
RL Lender to make Revolving Loans hereunder.

                1.05    Notes. (a) Subject to the provisions of Section 1.05(f),
the Borrower's obligation to pay the principal of, and interest on, the Loans
made by each Lender to the Borrower shall be evidenced (i) if Revolving Loans,
by a promissory note duly executed and delivered by the Borrower substantially
in the form of Exhibit B-1, with blanks appropriately completed in conformity
herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"),
(ii) if CL Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-2, with blanks appropriately in
conformity herewith (each, a "CL Note", and collectively, the "CL Notes"), and
(iii) if Swingline Loans, by a promissory note duly executed and delivered by
the Borrower substantially in the form of Exhibit B-3, with blanks appropriately
completed in conformity herewith (the "Swingline Note").

                (b)     The Revolving Note issued to each RL Lender shall (i) be
executed by the Borrower, (ii) be payable to such RL Lender or its registered
assigns and be dated the Effective Date (or, if issued thereafter, the date of
issuance thereof), (iii) be in a stated principal amount equal to the Revolving
Loan Commitment of such RL Lender on the date of issuance thereof (or, if issued
after the termination of such Revolving Loan Commitment, in an amount equal to
the Individual RL Exposure of such respective RL Lender at such time) and be
payable in the outstanding principal amount of the Revolving Loans evidenced
thereby from time to time, (iv) mature on the Final Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby from
time to time, (vi) be subject to voluntary prepayment as provided in

                                       -6-
<PAGE>

Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                (c)     The CL Note issued to each CL Lender shall (i) be
executed by the Borrower, (ii) be payable to such CL Lender or its registered
assigns and be dated the Effective Date (or, if issued thereafter, the date of
issuance thereof), (iii) be in a stated principal amount equal to the
Credit-Linked Commitment of such CL Lender on the date of issuance thereof (or,
if issued after the termination of such Credit-Linked Commitment, in an amount
equal to the Individual CL Exposure of such respective CL Lender at such time)
and be payable in the outstanding principal amount of the CL Loans evidenced
thereby from time to time, (iv) mature on the Final Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby from
time to time, (vi) be subject to voluntary prepayment as provided in Section
4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled
to the benefits of this Agreement and the other Credit Documents.

                (d)     The Swingline Note issued to the Swingline Lender shall
(i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its
registered assigns and be dated the Effective Date (or, if issued thereafter,
the date of the issuance thereof), (iii) be in a stated principal amount equal
to the Maximum Swingline Amount and be payable in the outstanding principal
amount of the Swingline Loans evidenced thereby from time to time, (iv) mature
on the Swingline Expiry Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby from
time to time, (vi) be subject to voluntary prepayment as provided in Section
4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled
to the benefits of this Agreement and the other Credit Documents.

                (e)     Each Lender will note on its internal records the amount
of each Loan made by it and each payment in respect thereof and will prior to
any transfer of any of its Notes endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation or any error in any such notation or endorsement shall not affect
the Borrower's obligations in respect of any Loans.

                (f)     Notwithstanding anything to the contrary contained above
or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at
any time specifically request the delivery of such Notes. No failure of any
Lender to request or obtain a Note evidencing any of its Loans to the Borrower
shall affect or in any manner impair the obligations of the Borrower to pay the
Loans (and all related Obligations) which would otherwise be evidenced thereby
in accordance with the requirements of this Agreement, and shall not in any way
affect the security or guaranties therefor provided pursuant to the various
Credit Documents. Any Lender that does not have a Note evidencing any of its
outstanding Loans shall in no event be required to make the notations otherwise
described in preceding clause (e). At any time when any Lender requests the
delivery of a Note to evidence any of its Loans, the Borrower shall promptly
execute and deliver (at its own expense) to the respective Lender the requested
Note or Notes in the appropriate amount or amounts to evidence such Loans.

                1.06    Conversions. The Borrower shall have the option to
convert, on any Business Day occurring after the Effective Date, all or a
portion equal to at least the applicable

                                       -7-
<PAGE>

Minimum Borrowing Amount (and, if greater, in an integral multiple of $500,000)
of the outstanding principal amount of Loans (other than Swingline Loans) made
pursuant to one or more Borrowings (so long as of the same Tranche) of one or
more Types of Loans (of the same Tranche) into a Borrowing or Borrowings of
another Type of Loan, provided that, (i) except as otherwise provided in Section
1.10(b) or unless the Borrower pays all amounts owing pursuant to Section 1.11
concurrently with any such conversion, Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable to the
Eurodollar Loans being converted and no such partial conversion of Eurodollar
Loans shall reduce the outstanding principal amount of such Eurodollar Loans
made pursuant to a single Borrowing to less than the Minimum Borrowing Amount
applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate
Loans may only be converted into Eurodollar Loans if no Default or Event of
Default is in existence on the date of conversion, and (iii) no conversion
pursuant to this Section 1.06 shall result in a greater number of Borrowings of
Eurodollar Loans than is permitted under Section 1.02. Each such conversion
shall be effected by the Borrower by giving the Administrative Agent at the
Notice Office prior to 11:00 A.M. (New York time) at least three Business Days'
(or, in the case of conversions from Eurodollar Loans to Base Rate Loans, one
Business Day's) prior notice (each, a "Notice of Conversion/Continuation") in
the form of Exhibit A-2, appropriately completed to specify the Loans to be so
converted, the Borrowing or Borrowings pursuant to which such Loans were made
and, if to be converted into Eurodollar Loans, the Interest Period to be
initially applicable thereto. The Administrative Agent shall give each Lender
prompt notice of any such proposed conversion affecting any of its Loans.
Swingline Loans may not be converted pursuant to this Section 1.06 and shall be
maintained as Base Rate Loans at all times.

                1.07    Pro Rata Borrowings. All Borrowings of Revolving Loans
(including Mandatory Borrowings) under this Agreement shall be incurred from the
RL Lenders pro rata on the basis of such RL Lenders' RL Percentages. All
Borrowings of CL Loans under this Agreement shall be incurred from the CL
Lenders pro rata on the basis of such CL Lenders' CL Percentages. All Borrowings
of Swingline Loans shall be incurred from the Swingline Lender. It is understood
that no Lender shall be responsible for any default by any other Lender of its
obligation to make Loans hereunder and that each Lender shall be obligated to
make the Loans provided to be made by it hereunder, regardless of the failure of
any other Lender to make its Loans hereunder.

                1.08    Interest. (a) The Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the date of
Borrowing thereof until the earlier of (i) the maturity (whether by acceleration
or otherwise) of such Base Rate Loan and (ii) the conversion of such Base Rate
Loan to a Eurodollar Loan pursuant to Section 1.06, at a rate per annum which
shall be equal to the sum of the Base Rate as in effect from time to time plus
the relevant Applicable Margin as in effect from time to time.

                (b)     The Borrower agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan from the date of Borrowing
thereof until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Eurodollar Loan and (ii) the conversion of such Eurodollar
Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10, as applicable,
at a rate per annum which shall, during each Interest Period applicable thereto,
be

                                       -8-
<PAGE>

equal to the sum of the Eurodollar Rate for such Interest Period plus the
relevant Applicable Margin as in effect from time to time during such Interest
Period.

                (c)     Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan hereunder shall, in each case, bear
interest at a rate per annum equal to the greater of (i) 2% per annum in excess
of the rate otherwise applicable to Base Rate Loans of the respective Tranche of
Loans from time to time and (ii) the rate which is 2% in excess of the rate then
borne by such Loans, and all overdue amounts payable hereunder in respect of
Unpaid Drawings (including, to the extent permitted by law, interest thereon)
and Fees shall bear interest at a rate per annum equal to the rate which is 2%
in excess of the rate otherwise applicable to Base Rate Loans of the respective
Tranche of Loans from time to time. Interest which accrues under this Section
1.08(c) shall be payable on demand.

                (d)     Accrued (and theretofore unpaid) interest shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on each
Quarterly Payment Date, (ii) in respect of each Eurodollar Loan, on the last day
of each Interest Period applicable thereto and, in the case of an Interest
Period in excess of three months, on each date occurring at three month
intervals after the first day of such Interest Period, and (iii) in respect of
each Loan, on any repayment or prepayment (on the amount repaid or prepaid), at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand.

                (e)     Upon each Interest Determination Date, the
Administrative Agent shall determine the Eurodollar Rate for the respective
Interest Period or Interest Periods and shall promptly notify the Borrower and
the Lenders thereof. Each such determination shall, absent manifest error, be
final and conclusive and binding on all parties hereto.

                1.09    Interest Periods. At the time the Borrower gives any
Notice of Borrowing or Notice of Conversion/Continuation in respect of the
making of, or conversion into, any Eurodollar Loan (in the case of the initial
Interest Period applicable thereto) or prior to 11:00 A.M. (New York time) on
the third Business Day prior to the expiration of an Interest Period applicable
to such Eurodollar Loan (in the case of any subsequent Interest Period), the
Borrower shall have the right to elect, by having an Authorized Officer of the
Borrower give the Administrative Agent notice thereof, the Interest Period
applicable to such Eurodollar Loan, which Interest Period shall, at the option
of the Borrower be a one-, two-, three- or six-month period, provided that (in
each case):

                (i)     all Eurodollar Loans comprising the same Borrowing shall
        at all times have the same Interest Period;

                (ii)    the initial Interest Period for any Eurodollar Loan
        shall commence on the date of Borrowing of such Eurodollar Loan
        (including the date of any conversion thereto from a Borrowing of Base
        Rate Loans) and each Interest Period occurring thereafter in respect of
        such Eurodollar Loan shall commence on the day on which the next
        preceding Interest Period applicable thereto expires;

                (iii)   if any Interest Period relating to a Eurodollar Loan
        begins on a day for which there is no numerically corresponding day in
        the calendar month at the end of such

                                       -9-
<PAGE>

        Interest Period, such Interest Period shall end on the last Business Day
        of such calendar month;

                (iv)    if any Interest Period for a Eurodollar Loan would
        otherwise expire on a day which is not a Business Day, such Interest
        Period shall expire on the next succeeding Business Day; provided,
        however, that if any Interest Period for a Eurodollar Loan would
        otherwise expire on a day which is not a Business Day but is a day of
        the month after which no further Business Day occurs in such month, such
        Interest Period shall expire on the preceding Business Day;

                (v)     unless the Required Lenders otherwise agree, no Interest
        Period may be selected at any time when a Default or an Event of Default
        is then in existence; and

                (vi)    no Interest Period in respect of any Borrowing of any
        Tranche of Loans shall be selected which extends beyond the Final
        Maturity Date.

If by 11:00 A.M. (New York time) on the third Business Day prior to the
expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans,
the Borrower has failed to elect, or is not permitted to elect, a new Interest
Period to be applicable to such Eurodollar Loans as provided above, the Borrower
shall be deemed to have elected to convert such Eurodollar Loans into Base Rate
Loans effective as of the expiration date of such current Interest Period.

                1.10    Increased Costs; Illegality; etc.(a) In the event that
any Lender shall have determined in good faith (which determination shall,
absent manifest error, be final and conclusive and binding upon all parties
hereto but, with respect to clause (i) below, may be made only by the
Administrative Agent):

                (i)     on any Interest Determination Date that, by reason of
        any changes arising after the Effective Date affecting the applicable
        interbank market, adequate and fair means do not exist for ascertaining
        the applicable interest rate on the basis provided for in the definition
        of Eurodollar Rate; or

                (ii) at any time (but otherwise subject to Section 13.04(b)),
        that such Lender shall incur increased costs or reductions in the
        amounts received or receivable hereunder with respect to any Eurodollar
        Loan because of (x) any change since the Effective Date in any
        applicable law or governmental rule, regulation, order, guideline or
        request (whether or not having the force of law) or in the
        interpretation or administration thereof and including the introduction
        of any new law or governmental rule, regulation, order, guideline or
        request, such as, for example, but not limited to (A) a change in the
        basis of taxation of payments to a Lender of the principal of or
        interest on the Loans or any other amounts payable hereunder (except for
        taxes and related amounts with respect to which additional amounts are
        payable or excluded pursuant to Section 4.04 and for changes in the rate
        of tax on, or determined by reference to, the net income or net profits
        (or franchise or capital taxes imposed in lieu thereof) of such Lender
        imposed by the jurisdiction (a) in which it is organized or in which its
        principal office or applicable lending office is located or (b) in which
        it is otherwise doing business (other than a jurisdiction in which it
        would not have been treated as doing business but for the

                                      -10-
<PAGE>

        execution or delivery of this Agreement or any other Credit Document or
        the exercise of any rights or performance of any obligations hereunder
        or thereunder), or (B) a change in official reserve requirements, but,
        in all events, excluding reserves required under Regulation D to the
        extent included in the computation of the Eurodollar Rate and/or (y)
        other circumstances arising since the Effective Date affecting such
        Lender, the interbank market or the position of such Lender in such
        market; or

                (iii)   at any time, that the making or continuance of any
        Eurodollar Loan has been made (x) unlawful by any law or governmental
        rule, regulation or order (or would conflict with any governmental rule,
        regulation, guideline, request or order not having the force of law but
        with which such Lender customarily complies even though the failure to
        comply therewith would not be unlawful) or (y) impracticable as a result
        of a contingency occurring after the Effective Date which materially and
        adversely affects the applicable interbank market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees to pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts received or receivable hereunder (with
the written notice as to the additional amounts owed to such Lender (which shall
include a reasonably detailed computation thereof) submitted to the Borrower by
such Lender in accordance with the foregoing to be, absent manifest error, final
and conclusive and binding on all the parties hereto, although the failure to
give any such notice shall not release or diminish any of the Borrower's
obligations to pay additional amounts pursuant to this Section 1.10(a) upon the
subsequent receipt of such notice) and (z) in the case of clause (iii) above,
the Borrower shall take one of the actions specified in Section 1.10(b) as
promptly as possible and, in any event, within the time period required by law.
Each of the Administrative Agent and each Lender agrees that if it gives notice
to the Borrower of any of the events described in clause (i), (ii) or (iii)
above, it shall promptly notify the Borrower and, in the case of any such
Lender, the Administrative Agent, if such event ceases to exist.

                (b)     At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) the Borrower shall) either (x) if the Eurodollar Loan is
then being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Lender
or the Administrative Agent

                                      -11-
<PAGE>

pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan
is then outstanding, upon at least three Business Days' written notice to the
Administrative Agent, require the affected Lender to convert such Eurodollar
Loan into a Base Rate Loan (which conversion, in the case of the circumstance
described in Section 1.10(a)(iii), shall occur no later than the last day of the
Interest Period then applicable to such Eurodollar Loan or such earlier day as
shall be required by applicable law); provided that if more than one Lender is
affected at any time, then all affected Lenders must be treated the same
pursuant to this Section 1.10(b).

                (c)     If any Lender shall have determined after the Effective
Date that the adoption or effectiveness after the Effective Date of any
applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change after the Effective Date in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Lender or any corporation controlling such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such governmental authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender's or such other
corporation's capital or assets as a consequence of such Lender's Commitments
hereunder or its obligations hereunder to a level below that which such Lender
or such other corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender's or
such other corporation's policies with respect to capital adequacy), then from
time to time, upon written demand by such Lender (with a copy to the
Administrative Agent), accompanied by the notice referred to in the next
succeeding sentence of this clause (c), the Borrower agrees to pay to such
Lender such additional amount or amounts as will compensate such Lender or such
other corporation for such reduction in the rate of return to such Lender or
such other corporation. Each Lender, upon determining in good faith that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
prompt written notice thereof to the Borrower (a copy of which shall be sent by
such Lender to the Administrative Agent), which notice shall set forth such
Lender's basis for asserting its rights under this Section 1.10(c) and the
calculation, in reasonable detail, of such additional amounts claimed hereunder,
although the failure to give any such notice shall not release or diminish the
Borrower's obligations to pay additional amounts pursuant to this Section
1.10(c) upon the subsequent receipt of such notice. A Lender's good faith
determination of compensation owing under this Section 1.10(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto.

                1.11    Compensation. (a) The Borrower agrees to compensate each
Lender, upon its written request (which request shall set forth in reasonable
detail the basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans but excluding any loss of
anticipated profit) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether
or not withdrawn by the Borrower or deemed withdrawn pursuant to Section
1.10(a)); (ii) if any repayment (including any repayment made pursuant to
Section 4.01 or 4.02 or as a result of an acceleration of the Loans pursuant to
Section 10 or as a result of the replacement of a Lender pursuant to Section
1.13, 4.01(b) or 13.12(b)) or conversion

                                      -12-
<PAGE>

of any of its Eurodollar Loans occurs on a date which is not the last day of an
Interest Period applicable thereto; (iii) if any prepayment of any of its
Eurodollar Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a consequence of (x) any other default by the
Borrower to repay its Eurodollar Loans when required by the terms of this
Agreement or any Note held by such Lender or (y) any election made pursuant to
Section 1.10(b). A Lender's basis for requesting compensation pursuant to this
Section 1.11 and a Lender's calculation of the amount thereof, shall, absent
manifest error, be final and conclusive and binding on all parties hereto.

                (b)     The Borrower agrees to compensate the Deposit Bank, upon
its written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all losses, expenses and
liabilities incurred by the Deposit Bank in connection with (i) any withdrawals
from the Credit-Linked Deposit Account pursuant to the terms of this Agreement
prior to the end of the applicable Interest Period or scheduled investment
termination date for the Credit-Linked Deposits and (ii) the termination of the
Total Credit-Linked Commitment (and the related termination of the investment of
the funds held in the Credit-Linked Deposit Account) prior to the end of any
applicable Interest Period or scheduled investment termination date for the
Credit-Linked Deposits.

                1.12    Change of Lending Office. Each Lender agrees that upon
the occurrence of any event giving rise to the operation of Section 1.10(a)(ii)
or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower by notice to such Lender, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans or Letters of Credit affected by
such event, provided that such designation is made on such terms that such
Lender and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of such Section. Nothing in this Section 1.12 shall affect
or postpone any of the obligations of the Borrower or the rights of any Lender
provided in Sections 1.10, 2.06 and 4.04.

                1.13    Replacement of Lenders. (x) If any Lender becomes a
Defaulting Lender, (y) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or
Section 4.04 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those generally being charged by the
other Lenders in respect of such contingency or (z) in the case of a refusal by
a Lender to consent to a proposed change, waiver, discharge or termination with
respect to this Agreement which has been approved by the Required Lenders as
(and to the extent) provided in Section 13.12(b), the Borrower shall have the
right, in accordance with the requirements of Section 13.04(b), to replace such
Lender (the "Replaced Lender") with one or more Eligible Transferees
(collectively, the "Replacement Lender"), none of whom shall constitute a
Defaulting Lender at the time of such replacement and each of whom shall be
reasonably acceptable to the Administrative Agent, provided that:

                (i)     at the time of any replacement pursuant to this Section
        1.13, the Replaced Lender and the Replacement Lender shall enter into
        one or more Assignment and Assumption Agreements pursuant to Section
        13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to
        be paid by the Replacement Lender) pursuant to which the

                                      -13-
<PAGE>

        Replacement Lender shall acquire (A) all of the Commitments and all then
        outstanding  Loans of, and all  participations  in all then  outstanding
        Letters of Credit participated in by, the Replaced Lender, or (B) in the
        case of the replacement of only (a) the Revolving Loan  Commitment,  the
        Revolving  Loan  Commitment  and  outstanding  Revolving  Loans of,  and
        participations  in outstanding RL Letters of Credit  participated in by,
        the  Replaced  Lender  and  (b)  the   Credit-Linked   Commitment,   the
        Credit-Linked Commitment and outstanding CL Loans of, and participations
        in  outstanding  CL Letters of Credit  participated  in by, the Replaced
        Lender  and,  in  connection  therewith,  shall pay to (x) the  Replaced
        Lender in respect  thereof  an amount  equal to the sum of (A) an amount
        equal  to the  principal  of,  and all  accrued  interest  on,  all then
        outstanding  Loans of the respective  Replaced  Lender in respect of the
        Tranche or Tranches  that are being  purchased  pursuant to this Section
        1.13,  (B) an amount equal to all Unpaid  Drawings that have been funded
        by (and not reimbursed to) such Replaced  Lender at such time in respect
        of the  Tranche or Tranches  being  purchased  pursuant to this  Section
        1.13,  together with all then unpaid  interest  with respect  thereto at
        such  time,  and (C) an amount  equal to all  accrued,  but  theretofore
        unpaid,  Fees owing to the Replaced  Lender  pursuant to Section 3.01 in
        respect of the  Tranche or  Tranches  being  purchased  pursuant to this
        Section 1.13,  (y) the  respective  Issuing Lender amounts equal to such
        Replaced  Lender's RL Percentage  and/or CL Percentage,  as the case may
        be, of any Unpaid Drawings  (which at such time remain Unpaid  Drawings)
        with respect to Letters of Credit  issued by such Issuing  Lender to the
        extent such amount was not  theretofore  funded by such Replaced  Lender
        and (z) the Swingline  Lender an amount equal to such Replaced  Lender's
        pro rata share of any Mandatory Borrowing (determined in accordance with
        Sections   1.01(d)  and  1.07),  to  the  extent  such  amount  was  not
        theretofore funded by such Replaced Lender, without duplication; and

                (ii)    all Obligations of the Borrower owing to the Replaced
        Lender (other than those specifically described in clause (i) above in
        respect of which the assignment purchase price has been, or is
        concurrently being, paid) shall be paid in full to such Replaced Lender
        concurrently with such replacement.

Upon the execution of the respective Assignment and Assumption Agreement, the
payment of amounts referred to in clauses (i) and (ii) above, recordation of the
assignment on the Register by the Administrative Agent pursuant to Section 13.17
and, if so requested by the Replacement Lender (when applicable), delivery to
the Replacement Lender of the appropriate Note or Notes executed by the
Borrower, the Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall cease to constitute a Lender hereunder, except with
respect to indemnification provisions under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall
survive as to such Replaced Lender.

                1.14    Additional Revolving Loan Commitments. (a) So long as no
Default or Event of Default then exists or would result therefrom, the Borrower
shall have the right at any time and from time to time, with the prior written
consent of the Administrative Agent (which consent shall not be unreasonably
withheld), to request that one or more Lenders (and/or one or more other Persons
which will become Lenders as provided below) provide Additional Revolving Loan
Commitments and, subject to the applicable terms and conditions contained in
this Agreement, make Revolving Loans pursuant thereto; it being understood and
agreed,

                                      -14-
<PAGE>

however, that (i) no Lender shall be obligated to provide an Additional
Revolving Loan Commitment as a result of any such request by the Borrower, (ii)
until such time, if any, as such Lender has agreed in its sole discretion to
provide an Additional Revolving Loan Commitment and executed and delivered to
the Administrative Agent an Additional Revolving Loan Commitment Agreement in
respect thereof as provided in Section 1.14(b) and such Additional Revolving
Loan Commitment has become effective in accordance with its terms, such Lender
shall not be obligated to fund any Revolving Loans in excess of its Revolving
Loan Commitment as in effect prior to giving effect to such Additional Revolving
Loan Commitment provided pursuant to this Section 1.14, (iii) any Lender (or, in
the circumstances contemplated by clause (vii) below, any other Person which
will qualify as an Eligible Transferee) may so provide an Additional Revolving
Loan Commitment without the consent of any other Lender but with the prior
consent of the Administrative Agent (which consent shall not be unreasonably
withheld), (iv) each provision of Additional Revolving Loan Commitments on a
given date pursuant to this Section 1.14 shall be in a minimum aggregate amount
(for all Lenders (including, in the circumstances contemplated by clause (vii)
below, Eligible Transferees who will become Lenders)) of at least $5,000,000 and
in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount
of all Additional Revolving Loan Commitments permitted to be provided pursuant
to this Section 1.14 shall not exceed $30,000,000, (vi) the fees payable to any
Lender (including, in the circumstances contemplated by clause (vii) below, any
Eligible Transferee who will become a Lender) providing an Additional Revolving
Loan Commitment shall be as set forth in the relevant Additional Revolving Loan
Commitment Agreement and as approved by the Administrative Agent (which approval
shall not be unreasonably withheld), (vii) if, after the Borrower has requested
the then existing Lenders (other than Defaulting Lenders) to provide Additional
Revolving Loan Commitments pursuant to this Section 1.14 on the terms to be
applicable thereto, the Borrower has not received Additional Revolving Loan
Commitments in an aggregate amount equal to that amount of the Additional
Revolving Loan Commitments which the Borrower desires to obtain pursuant to such
request (as set forth in the notice provided by the Borrower to the
Administrative Agent as provided above), then the Borrower may request
Additional Revolving Loan Commitments from Persons which would qualify as
Eligible Transferees hereunder in an aggregate amount equal to such deficiency
on terms which are no more favorable to such Eligible Transferee in any respect
than the terms offered to the then existing Lenders, provided that any such
Additional Revolving Loan Commitments provided by any such Eligible Transferee
which is not already a Lender shall be in a minimum amount (for such Eligible
Transferee) of at least $2,500,000, (viii) all Revolving Loans made pursuant to
such Additional Revolving Loan Commitments (and all interest, fees and other
amounts payable thereon) shall be Obligations under this Agreement and the other
applicable Credit Documents and shall be secured by the Security Documents, and
guaranteed under the Subsidiaries Guaranty, on the basis provided in the
respective Credit Documents, and (ix) all actions taken by the Borrower pursuant
to this Section 1.14(a) shall be done in coordination with the Administrative
Agent.

                (b)     At the time of any provision of Additional Revolving
Loan Commitments pursuant to this Section 1.14, (i) the Borrower, the
Administrative Agent and each Lender or other Eligible Transferee (each, an
"Additional RL Lender") which agrees to provide an Additional Revolving Loan
Commitment shall execute and deliver to the Administrative Agent an Additional
Revolving Loan Commitment Agreement (appropriately completed) (with the
effectiveness of such Additional RL Lender's Additional Revolving Loan
Commitment to occur

                                      -15-
<PAGE>

upon delivery of such Additional Revolving Loan Commitment Agreement to the
Administrative Agent, the payment of any fees required in connection therewith
and the satisfaction of the other conditions in this Section 1.14(b) to the
reasonable satisfaction of the Administrative Agent), (ii) the Borrower shall,
in coordination with the Administrative Agent, repay outstanding Revolving Loans
of certain of the RL Lenders, and incur additional Revolving Loans from certain
other RL Lenders, in each case to the extent necessary so that all of the RL
Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on
the basis of their respective Revolving Loan Commitments (after giving effect to
any increase in the Total Revolving Loan Commitment pursuant to this Section
1.14) and with the Borrower being obligated to pay to the respective RL Lenders
the costs of the type referred to in Section 1.11 in connection with any such
repayment and/or Borrowing, and (iii) to the extent requested by the
Administrative Agent, the Borrower shall deliver to the Administrative Agent (x)
an opinion, in form and substance reasonably satisfactory to the Administrative
Agent, from counsel to the Borrower reasonably satisfactory to the
Administrative Agent and dated such date, covering such matters similar to those
set forth in the opinions of counsel delivered to the Administrative Agent on
the Effective Date pursuant to Section 5.03 and such other matters as the
Administrative Agent may reasonably request, and (y) certified resolutions, in
form and substance reasonably satisfactory to the Administrative Agent, of the
respective Boards of Directors of the Credit Parties authorizing the incurrence
of such additional Obligations under the Credit Documents. The Administrative
Agent shall promptly notify each Lender as to the occurrence of each Additional
Revolving Loan Commitment Date, and (x) on each such date, the Total Revolving
Loan Commitment under, and for all purposes of, this Agreement shall be
increased by the aggregate amount of such Additional Revolving Loan Commitments,
and (y) on each such date Schedule I shall be deemed modified to reflect the
revised Revolving Loan Commitments of the affected Lenders.

                SECTION 2. Letters of Credit.

                2.01    Letters of Credit. (a) Subject to and upon the terms and
conditions set forth herein, the Borrower may request an Issuing Lender, at any
time and from time to time on and after the Effective Date and prior to the 30th
day preceding the Final Maturity Date, to issue, (x) for the account of the
Borrower and for the benefit of any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Indebtedness of
the Borrower or any of its Wholly-Owned Subsidiaries, irrevocable standby
letters of credit in a form customarily used by such Issuing Lender or in such
other form as has been approved by such Issuing Lender (each such standby letter
of credit, a "Standby Letter of Credit") in support of such L/C Supportable
Indebtedness, and (y) for the account of the Borrower and for the benefit of
sellers of goods to the Borrower or any of its Wholly-Owned Subsidiaries in the
ordinary course of business, irrevocable sight trade letters of credit in a form
customarily used by such Issuing Lender or in such other form as has been
approved by such Issuing Lender (each such trade letter of credit, a "Trade
Letter of Credit"; and each such Standby Letter of Credit and Trade Letter of
Credit, a "Letter of Credit" and collectively, the "Letters of Credit"). All
Letters of Credit shall be issued on a sight basis only and shall be denominated
in Dollars or, to the extent permitted hereunder, an Alternative Currency.

                (b)     Subject to and upon the terms and conditions set forth
herein, each Issuing Lender hereby agrees that it will, at any time and from
time to time on and after the Effective Date and prior to the 30th day preceding
the Final Maturity Date, following its receipt of the

                                      -16-
<PAGE>

respective Letter of Credit Request, issue for the account of the Borrower one
or more Letters of Credit, (x) in the case of Trade Letters of Credit, in
support of trade obligations of the Borrower or any of its Wholly-Owned
Subsidiaries that arise in the ordinary course of business or (y) in the case of
Standby Letters of Credit, in support of such L/C Supportable Indebtedness of
the Borrower of any of its Wholly-Owned Subsidiaries as is permitted to remain
outstanding without giving rise to a Default or an Event of Default hereunder;
provided that no Issuing Lender shall be under any obligation to issue any
Letter of Credit if at the time of such issuance:

                (i)     any order, judgment or decree of any governmental
        authority or arbitrator shall purport by its terms to enjoin or restrain
        such Issuing Lender from issuing such Letter of Credit or any
        requirement of law applicable to such Issuing Lender or any request or
        directive (whether or not having the force of law) from any governmental
        authority with jurisdiction over such Issuing Lender shall prohibit, or
        request that such Issuing Lender refrain from, the issuance of letters
        of credit generally or such Letter of Credit in particular or shall
        impose upon such Issuing Lender with respect to such Letter of Credit
        any restriction or reserve or capital requirement (for which such
        Issuing Lender is not otherwise compensated) not in effect on the date
        hereof, or any unreimbursed loss, cost or expense which was not
        applicable, in effect or known to such Issuing Lender as of the date
        hereof and which such Issuing Lender in good faith deems material to it;

                (ii)    such Issuing Lender shall have received from the
        Borrower or the Required Lenders prior to the issuance of such Letter of
        Credit written notice of the type described in clause (vii) of Section
        2.01(c) or the last sentence of Section 2.03(b); or

                (iii)   a Lender Default exists with respect to any RL Lender,
        unless such Issuing Lender has entered into arrangements satisfactory to
        it and the Borrower to eliminate such Issuing Lender's risk with respect
        to the RL Lender which is the subject of the Lender Default, including
        by cash collateralizing (in Dollars or the Dollar Equivalent thereof in
        the case of a Letter of Credit denominated in an Alternative Currency)
        such RL Lender's RL Percentage of the RL Letter of Credit Outstandings.

                (c)     Notwithstanding the foregoing, (i) no RL Letter of
Credit shall be issued the Stated Amount of which, when added to the aggregate
RL Letter of Credit Outstandings (exclusive of RL Unpaid Drawings which are
repaid on the date of, and prior to the issuance of, the respective RL Letter of
Credit) at such time, would exceed $25,000,000, (ii) no RL Letter of Credit
shall be issued at any time when the Aggregate RL Exposure exceeds (or would
after giving effect to such issuance exceed) the Total Available Revolving Loan
Commitment at such time, (iii) no CL Letter of Credit denominated in an
Alternative Currency shall be issued the Stated Amount of which, when added to
the aggregate CL Letter of Credit Outstandings denominated in an Alternative
Currency (exclusive of CL Unpaid Drawings denominated in an Alternative Currency
which are repaid on the date of, and prior to the issuance of, the respective CL
Letter of Credit) at such time, would exceed $40,000,000, (iv) no CL Letter of
Credit shall be issued at any time when the Aggregate CL Exposure exceeds (or
would after giving effect to such issuance exceed) either (x) the Total
Available Credit-Linked Commitment at such time or (y) the aggregate amount of
the Credit-Linked Deposits in the Credit-Linked Deposit Account at such time,
(v) (x) each Standby Letter of Credit shall by its terms terminate on or before
the date which occurs 12 months after the date of the issuance thereof (although
any such Standby Letter

                                      -17-
<PAGE>

of Credit may be extendable for successive periods of up to 12 months, but not
beyond the fifth Business Day preceding the Final Maturity Date, on terms
acceptable to the Issuing Lender thereof) and (y) each Trade Letter of Credit
shall by its terms terminate on or before the date occurring not later than 180
days after such Trade Letter of Credit's date of issuance, (vi) (x) no Standby
Letter of Credit shall have an expiry date occurring later than the fifth
Business Day preceding the Final Maturity Date and (y) no Trade Letter of Credit
shall have an expiry date occurring later than 30 days prior to the Final
Maturity Date, and (vii) no Issuing Lender will issue any Letter of Credit after
it has received written notice from the Borrower or the Required Lenders stating
that a Default or an Event of Default exists until such time as such Issuing
Lender shall have received a written notice of (x) rescission of such notice
from the party or parties originally delivering the same or (y) a waiver of such
Default or Event of Default by the Required Lenders.

                (d)     Schedule III contains a description of letters of credit
that were issued pursuant to the Existing Credit Agreement and which remain
outstanding on the Effective Date (and setting forth, with respect to each such
letter of credit, (i) the name of the issuing lender, (ii) the letter of credit
number, (iii) the name(s) of the account party or account parties, (iv) the
stated amount (including the currency in which such letter of credit is
denominated, which shall be Dollars, Canadian Dollars or Euros), (v) the name of
the beneficiary, (vi) the expiry date and (vii) whether such letter of credit
constitutes a standby letter of credit or a trade letter of credit). Each such
letter of credit, including any extension or renewal thereof in accordance with
the terms thereof and hereof (each, as amended from time to time in accordance
with the terms thereof and hereof, an "Existing Letter of Credit") shall
constitute a "CL Letter of Credit" for all purposes of this Agreement and shall
be deemed issued on the Effective Date; provided that, notwithstanding anything
to the contrary contained in any of the Existing Letters of Credit, if the
account party with respect to any Existing Letter of Credit is a Subsidiary of
the Borrower, the Borrower hereby irrevocably agrees to be treated as the
account party of such Existing Letter of Credit for all purposes of this
Agreement and the other Credit Documents and agrees to reimburse the respective
Issuing Lender of such Existing Letter of Credit for all Obligations arising
thereunder in accordance with the terms of this Agreement.

                2.02    Minimum Stated Amount. The Stated Amount of each Letter
of Credit upon issuance shall be not less than (x) in the case of a Letter of
Credit denominated in Dollars, $50,000, (y) in the case of a Letter of Credit
denominated in Euros, (euro)50,000, and (z) in the case of a Letter of Credit
denominated in Canadian Dollars, $CDN 50,000, or in each case such lesser amount
as is reasonably acceptable to the respective Issuing Lender.

                2.03    Letter of Credit Requests. (a) Whenever the Borrower
desires that a Letter of Credit be issued for its account, the Borrower shall
give the Administrative Agent at the Notice Office and the respective Issuing
Lender at least five Business Days' (or such shorter period as is acceptable to
such Issuing Lender in any given case) written notice (including by way of
facsimile) prior to the proposed date of issuance (which shall be a Business
Day). Each notice shall be in the form of Exhibit C, appropriately completed
(each, a "Letter of Credit Request") to specify: (i) the name of the respective
Issuing Lender thereof; (ii) whether the requested Letter of Credit shall be an
RL Letter of Credit or a CL Letter of Credit; (iii) the currency in which the
requested Letter of Credit is to be denominated (which shall be Dollars or, to
the extent permitted hereunder, an Alternative Currency); (iv) whether such
Letter of Credit is

                                      -18-
<PAGE>

to be a Standby Letter of Credit or a Trade Letter of Credit; (v) the date of
issuance of such Letter of Credit (which shall be a Business Day); (vi) the
initial Stated Amount of such Letter of Credit (expressed in the Applicable
Currency); (vii) the beneficiary of such Letter of Credit and the obligations to
be supported by such Letter of Credit; and (viii) the stated expiration date of
such Letter of Credit. Each Letter of Credit Request shall include any other
documents as such Issuing Lender customarily requires in connection therewith.

                (b)     The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.01(c). Unless the respective Issuing Lender has received notice
from the Required Lenders before it issues a Letter of Credit that one or more
of the applicable conditions specified in Section 5 or 6, as the case may be,
are not then satisfied, or that the issuance of such Letter of Credit would
violate Section 2.01(c), then such Issuing Lender may issue the requested Letter
of Credit for the account of the Borrower in accordance with such Issuing
Lender's usual and customary practices.

                (c)     In the event that an RL Letter of Credit is outstanding
at a time when the Borrower has the availability to issue a new CL Letter of
Credit in accordance with the terms of this Agreement, the Borrower shall have
the right, upon written notice to the Administrative Agent and the respective
Issuing Lender, to re-designate one or more RL Letters of Credit as a CL Letter
of Credit in each case so long as (i) each such CL Letter of Credit may
otherwise be issued in accordance with, and will not violate the requirements
of, Section 2.01, (ii) the Borrower certifies in writing to the Administrative
Agent and the respective Issuing Lender that (x) no Default or Event of Default
then exists or would result therefrom and (y) all of the representations and
warranties contained herein and in the other Credit Documents are true and
correct in all material respects with the same effect as though such
representations and warranties had been made on the date of such re-designation
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date) and (iii) neither the
Administrative Agent nor the respective Issuing Lender has received a written
notice from the Borrower, any other Credit Party or any Lender stating that a
Default or an Event of Default exists and is continuing unless the
Administrative Agent and such Issuing Lender shall have received written notice
(A) of rescission of all such notices from the party or parties originally
delivering such notice or notices or (B) of the waiver of such Default or Event
of Default by the Required Lenders. Upon satisfaction of the conditions
described above in this Section 2.03(c), (x) the respective Issuing Lender shall
re-designate the affected RL Letter of Credit or RL Letters of Credit as a CL
Letter of Credit or CL Letters of Credit, as the case may be, and (y) a new CL
Letter of Credit or CL Letters of Credit shall be deemed issued at such time
under this Agreement.

                2.04    Letter of Credit Participations. (a) Immediately upon
the issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender
shall be deemed to have sold and transferred to each RL Lender or CL Lender, as
the case may be (each such RL Lender or CL Lender, as the case may be, with
respect to any Letter of Credit, in its capacity under this Section 2.04, a "L/C
Participant"), and each such L/C Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation, in a percentage
equal to such L/C Participant's

                                      -19-
<PAGE>

RL Percentage or CL Percentage, as the case may be, in such Letter of Credit,
each Drawing made thereunder and the obligations of the Borrower under this
Agreement with respect thereto (although Letter of Credit Fees shall be payable
directly to the Administrative Agent for the account of the respective Lenders
as provided in Section 3.01(b) and the L/C Participants shall have no right to
receive any portion of any Facing Fees with respect to any such Letters of
Credit) and any security therefor or guaranty pertaining thereto. Upon any
change in the Revolving Loan Commitments or the RL Percentages of the respective
RL Lenders or the Credit-Linked Commitments or the CL Percentages of the
respective CL Lenders, in each case pursuant to Section 1.13, 1.14 or 13.04(b),
it is hereby agreed that, with respect to all outstanding Letters of Credit and
Unpaid Drawings relating thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 2.04 to reflect the new RL Percentages
or CL Percentages, as the case may be, of the respective Lenders.

        (b)     In determining whether to pay under any Letter of Credit, the
respective Issuing Lender shall have no obligation relative to the other Lenders
other than to confirm that any documents required to be delivered under such
Letter of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by any Issuing Lender under or
in connection with any Letter of Credit issued by it if taken or omitted in the
absence of gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision), shall not create
for such Issuing Lender any resulting liability to the Borrower, any Subsidiary
thereof or any Lender.

        (c)     (i) In the event that any Issuing Lender makes any payment or
disbursement under any RL Letter of Credit issued by it and the Borrower shall
not have reimbursed such amount in full to such Issuing Lender pursuant to
Section 2.05(a), such Issuing Lender shall promptly notify the Administrative
Agent, which shall promptly notify each L/C Participant therein of such failure,
and each L/C Participant therein shall promptly and unconditionally pay to the
Administrative Agent for the account of such Issuing Lender the amount of such
L/C Participant's RL Percentage of the respective RL Unpaid Drawing in Dollars
(or, to the extent that the respective RL Unpaid Drawing is in an Alternative
Currency, in an amount equal to the Dollar Equivalent thereof, as determined by
the respective Issuing Lender on the date on which such payment or disbursement
was made under the respective RL Letter of Credit), and in same day funds. If
the Administrative Agent so notifies, prior to 12:00 Noon (New York time) on any
Business Day, any L/C Participant required to fund an RL Unpaid Drawing under an
RL Letter of Credit, such L/C Participant shall make available to the
Administrative Agent at the Payment Office for the account of the respective
Issuing Lender, in Dollars (or, to the extent that the respective RL Unpaid
Drawing is in an Alternative Currency, in an amount equal to the Dollar
Equivalent thereof), such L/C Participant's RL Percentage of the amount of such
payment on such Business Day in same day funds (or on the immediately succeeding
Business Day to the extent that the respective notice is given by the
Administrative Agent to any such L/C Participant on or after 12:00 Noon (New
York time) on any such Business Day). If and to the extent that, for any reason,
such L/C Participant shall not have made its RL Percentage of the amount of such
payment available to the Administrative Agent for the account of the respective
Issuing Lender as required above, such L/C Participant agrees to pay to the
Administrative Agent for the account of such Issuing Lender, forthwith on demand
such amount, together with interest thereon, for each day from the date the
respective RL Unpaid Drawing occurred until the date such amount is

                                      -20-
<PAGE>

paid to the Administrative Agent for the account of such Issuing Lender at the
overnight Federal Funds Rate (or, in the case of an RL Unpaid Drawing under an
RL Letter of Credit denominated in an Alternative Currency, at the respective
Issuing Lender's customary rate for interbank advances), provided that if any
L/C Participant does not make available to the Administrative Agent any amounts
required to be made available by it as described above within three Business
Days after the respective L/C Participant has been notified by the
Administrative Agent or the respective Issuing Lender to make such amounts
available, then the respective L/C Participant shall pay interest on the amounts
demanded of it at the same rates payable from time to time by the Borrower on
the respective RL Unpaid Drawings pursuant to Section 2.05(a). The failure of
any L/C Participant to make available to the Administrative Agent for the
account of the respective Issuing Lender its RL Percentage of any payment under
any RL Letter of Credit issued by it shall not relieve any other L/C Participant
in the respective RL Letter of Credit of its obligation hereunder to make
available to the Administrative Agent for the account of such Issuing Lender its
RL Percentage of any such RL Letter of Credit on the date required, as specified
above, but no L/C Participant shall be responsible for the failure of any other
L/C Participant to make available to the Administrative Agent for the account of
such Issuing Lender such other L/C Participant's RL Percentage of any such
payment.

                (ii)    In the event that any Issuing Lender makes any payment
or disbursement under any CL Letter of Credit issued by it and the Borrower
shall not have reimbursed such amount in full to such Issuing Lender pursuant to
Section 2.05(a), such Issuing Lender shall promptly notify the Administrative
Agent, which shall promptly notify each L/C Participant therein and the Deposit
Bank of such failure, and each CL Lender hereby irrevocably authorizes the
Deposit Bank (and the Deposit Bank hereby agrees) to reimburse such Issuing
Lender for such amount in Dollars (or, to the extent that the respective CL
Unpaid Drawing is in an Alternative Currency, in an amount equal to the Dollar
Equivalent thereof, as determined by the respective Issuing Lender on the date
on which such payment or disbursement was made under the respective CL Letter of
Credit) solely from such CL Lender's CL Percentage of the Credit-Linked Deposits
on deposit with the Deposit Bank in the Credit-Linked Deposit Account.

                (d)     Whenever any Issuing Lender receives a payment from the
Borrower of a reimbursement obligation as to which the Administrative Agent has
received for the account of such Issuing Lender any payments from the L/C
Participants pursuant to clause (c) above, such Issuing Lender shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay each L/C
Participant which has paid its RL Percentage thereof or CL Percentage thereof,
as the case may be, in Dollars (or, to the extent that the respective payment is
in respect of a Letter of Credit denominated in an Alternative Currency, in an
amount equal to the Dollar Equivalent thereof) and in same day funds, an amount
equal to such L/C Participant's share (based on the proportionate aggregate
amount funded by such L/C Participant to the aggregate amount funded by all
relevant L/C Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations (it being understood and agreed that any such payment to be made
pursuant to this Section 2.04(d) to an L/C Participant which is a CL Lender
shall be made by such Issuing Lender to the Administrative Agent for the account
of such CL Lender and for deposit by the Deposit Bank in the Credit-Linked
Deposit Account).

                                      -21-
<PAGE>

                (e)     Each Issuing Lender shall, promptly after the issuance
of, or amendment or modification to, a Standby Letter of Credit, give the
Administrative Agent and the Borrower written notice of such issuance, amendment
or modification, as the case may be, and such notice shall be accompanied by a
copy of such Standby Letter of Credit, such amendment or such modification, as
the case may be. Promptly upon receipt of such notice, the Administrative Agent
shall notify each L/C Participant, in writing, of such issuance, amendment or
modification and if any L/C Participant shall so request, the Administrative
Agent shall furnish said L/C Participant with a copy of such Standby Letter of
Credit, such amendment or such modification, as the case may be.

                (f)     Each Issuing Lender shall deliver to the Administrative
Agent, promptly on the first Business Day of each week, by facsimile
transmission, the aggregate daily Stated Amount available to be drawn under the
outstanding Letters of Credit issued by such Issuing Lender for the previous
week.

                (g)     The obligations of the L/C Participants to make payments
to the Administrative Agent for the account of the respective Issuing Lender
with respect to Letters of Credit issued by it shall be irrevocable and not
subject to counterclaim, set-off or other defense or any other qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

                (i)     any lack of validity or enforceability of this Agreement
        or any of the Credit Documents;

                (ii)    the existence of any claim, setoff, defense or other
        right which any Credit Party or any of its Subsidiaries may have at any
        time against a beneficiary named in a Letter of Credit, any transferee
        of any Letter of Credit (or any Person for whom any such transferee may
        be acting), the Administrative Agent, the Collateral Agent, any Lender,
        any Issuing Lender, any L/C Participant, or any other Person, whether in
        connection with this Agreement, any Letter of Credit, the transactions
        contemplated herein or any unrelated transactions (including any
        underlying transaction between any Credit Party or any of its
        Subsidiaries and the beneficiary named in any such Letter of Credit);

                (iii)   any draft, certificate or any other document presented
        under any Letter of Credit proving to be forged, fraudulent, invalid or
        insufficient in any respect or any statement therein being untrue or
        inaccurate in any respect;

                (iv)    the surrender or impairment of any security for the
        performance or observance of any of the terms of any of the Credit
        Documents; or

                (v)     the occurrence of any Default or Event of Default;

provided that the L/C Participants shall not be obligated to reimburse such
Issuing Lender for any wrongful payment made by such Issuing Lender under a
Letter of Credit issued by it as a result of deliberate acts or omissions
constituting willful misconduct or gross negligence on the part of such Issuing
Lender (as determined by a court of competent jurisdiction in a final and
non-appealable decision). Any action taken or omitted to be taken by any Issuing
Lender under

                                      -22-
<PAGE>

or in connection with any Letter of Credit shall not create for such Issuing
Lender any resulting liability to the L/C Participants or any other Person
unless such action is taken or omitted to be taken with gross negligence or
willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision).

                2.05    Agreement to Repay Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the respective Issuing Lender, by making
payment in Dollars (or, to the extent that the respective Letter of Credit is
denominated in an Alternative Currency, the Dollar Equivalent of the respective
payment or disbursement, as determined by the respective Issuing Lender on the
date of such payment or disbursement) to the Administrative Agent in immediately
available funds at the Payment Office, for any payment or disbursement made by
such Issuing Lender under any Letter of Credit issued by it for the account of
the Borrower (each such amount (or the Dollar Equivalent thereof, as the case
may be) so paid until reimbursed by the Borrower, an "Unpaid Drawing"), not
later than one Business Day after the Administrative Agent or the respective
Issuing Lender notifies the Borrower of such payment or disbursement, with
interest on the amount so paid or disbursed by such Issuing Lender, to the
extent not reimbursed prior to 12:00 Noon (New York time), on the date of such
payment or disbursement, from and including the date paid or disbursed to but
excluding the date such Issuing Lender is reimbursed by the Borrower at a rate
per annum which shall be the Base Rate in effect from time to time plus the
Applicable Margin for (x) Revolving Loans maintained as Base Rate Loans in the
case of an RL Letter of Credit as in effect from time to time and (y) CL Loans
maintained as Base Rate Loans in the case of a CL Letter of Credit; provided,
however, (A) to the extent that such amounts are not reimbursed prior to 12:00
Noon (New York time) on the third Business Day following notice to the Borrower
by the Administrative Agent or the respective Issuing Lender of such payment or
disbursement, interest shall thereafter accrue on the amounts so paid or
disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a
rate per annum which shall be the Base Rate in effect from time to time plus the
Applicable Margin for (x) Revolving Loans maintained as Base Rate Loans in the
case of an RL Letter of Credit as in effect from time to time and (y) CL Loans
maintained as Base Rate Loans in the case of a CL Letter of Credit, in each case
plus 2% and (B) it is understood and agreed that the notices referred to above
in this clause (a) (including in sub-clause (A) of this proviso) shall not be
required to be given if a Default or an Event of Default under Section 10.05
shall have occurred and be continuing with respect to the Borrower (in which
case the Unpaid Drawings shall be due and payable immediately without
presentment, demand, protest or notice of any kind (all of which are hereby
waived by the Borrower) and shall bear interest at the applicable rate provided
in the foregoing sub-clause (A) on and after the third Business Day following
the respective Drawing). The respective Issuing Lender shall give the Borrower
prompt notice of each Drawing under any Letter of Credit, provided that the
failure to give, or any delay in giving, any such notice shall in no way affect,
impair or diminish the Borrower's obligations under this Agreement.

                (b)     The obligations of the Borrower under this Section 2.05
to reimburse the respective Issuing Lender with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any Lender
(including in its capacity as Issuing Lender or as L/C Participant), including,
without limitation, any defense based upon the failure of any drawing under a
Letter of Credit (each, a "Drawing") to conform to the terms of such Letter of
Credit or any nonapplication or

                                      -23-
<PAGE>

misapplication by the beneficiary of the proceeds of such Drawing, the
respective Issuing Lender's only obligation to the Borrower being to confirm
that any documents required to be delivered under such Letter of Credit appear
to have been delivered and that they appear to substantially comply on their
face with requirements of such Letter of Credit; provided, however, the Borrower
shall not be obligated to reimburse any Issuing Lender for any wrongful payment
made by such Issuing Lender under a Letter of Credit issued by it as a result of
deliberate acts or omissions constituting willful misconduct or gross negligence
on the part of such Issuing Lender (as determined by a court of competent
jurisdiction in a final and non-appealable decision). Any action taken or
omitted to be taken by any Issuing Lender under or in connection with any Letter
of Credit shall not create for such Issuing Lender any resulting liability to
the Borrower or any Subsidiary thereof unless such action is taken or omitted to
be taken with gross negligence or willful misconduct (as determined by a court
of competent jurisdiction in a final and non-appealable decision).

                2.06    Increased Costs. If after the Effective Date (but
otherwise subject to Section 13.04(b)), any Issuing Lender or any L/C
Participant determines in good faith that the adoption or effectiveness after
the Effective Date of any applicable law, rule or regulation, order, guideline
or request or any change therein, or any change after the Effective Date in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Issuing Lender or any L/C Participant with any
request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency shall either (i) impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against Letters of Credit issued by such Issuing Lender or such L/C
Participant's participation therein, or (ii) impose on any Issuing Lender or any
L/C Participant any other conditions directly or indirectly affecting this
Agreement, the Credit-Linked Deposits, any Letter of Credit or such L/C
Participant's participation therein (other than taxes and certain related
amounts that are excluded under Section 1.10(a)(ii) (and with such exclusions
also applying to each Issuing Lender and L/C Participant)); and the result of
any of the foregoing is to increase the cost to such Issuing Lender or such L/C
Participant of issuing, maintaining or participating in the Credit-Linked
Deposits or any Letter of Credit, or to reduce the amount of any sum received or
receivable by such Issuing Lender or such L/C Participant hereunder or reduce
the rate of return on its capital with respect to Letters of Credit, then, upon
written demand to the Borrower by such Issuing Lender or such L/C Participant (a
copy of which notice shall be sent by such Issuing Lender or such L/C
Participant to the Administrative Agent), accompanied by the certificate
described in the last sentence of this Section 2.06, the Borrower shall pay to
such Issuing Lender or such L/C Participant the amount necessary to cover such
increased cost or reduction. A certificate submitted to the Borrower by such
Issuing Lender or such L/C Participant, as the case may be (a copy of which
certificate shall be sent by such Issuing Lender or such L/C Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
determination of such additional amount or amounts necessary to compensate such
Issuing Lender or such L/C Participant as aforesaid shall be final and
conclusive and binding on the Borrower absent manifest error, although the
failure to deliver any such certificate shall not release or diminish the
Borrower's obligations to pay additional amounts pursuant to this Section 2.06
upon subsequent receipt of such certificate.

                                      -24-
<PAGE>

                2.07    Credit-Linked Deposit Account. (a) On the Effective Date
and subject to the satisfaction of the conditions precedent set forth in Section
5, each CL Lender on such date shall pay to the Deposit Bank such CL Lender's
Credit-Linked Deposit. The Credit-Linked Deposits shall be held by the Deposit
Bank in (or credited to) the Credit-Linked Deposit Account, and no Person other
than the Deposit Bank shall have a right of withdrawal from the Credit-Linked
Deposit Account or any other right or power with respect to the Credit-Linked
Deposits. Notwithstanding anything herein to the contrary, the funding
obligation of each CL Lender in respect of its participation in CL Credit Events
shall be satisfied in full upon the funding of its Credit-Linked Deposit.

                (b)     Each of the Deposit Bank, the Administrative Agent, each
Issuing Lender and each CL Lender hereby acknowledges and agrees that (i) each
CL Lender is funding its Credit-Linked Deposit to the Deposit Bank for
application in the manner contemplated by Sections 1.04 and/or 2.04, (ii) the
Deposit Bank may invest the Credit-Linked Deposits in such investments as may be
determined from time to time by the Deposit Bank and (iii) the Deposit Bank has
agreed to pay to each CL Lender a return on its Credit-Linked Deposit (except
(x) during periods when such Credit-Linked Deposits are used to fund CL Loans or
reimburse an Issuing Lender with respect to Drawings on CL Letters of Credit or
(y) as otherwise provided in Sections 2.07(d) and (e)) for each CL Lender equal
at any time to the LIBOR Rate for the Interest Period in effect for the
Credit-Linked Deposits at such time less the Credit-Linked Deposit Cost Amount
at such time. Such interest will be paid to the CL Lenders by the Deposit Bank
at the LIBOR Rate for an Interest Period of one month (or at an amount
determined in accordance with Section 2.07(d) or (e), as applicable) less, in
each case, the Credit-Linked Deposit Cost Amount in arrears on each CL Interest
Payment Date.

                (c)     Neither the Borrower nor any other Credit Party shall
have any right, title or interest in or to the Credit-Linked Deposit Account or
the Credit-Linked Deposits and no obligations with respect thereto (except to
repay CL Loans and to refund portions thereof used to reimburse an Issuing
Lender with respect to Drawings on CL Letters of Credit as provided in Section
2.04), it being acknowledged and agreed by the parties hereto that the funding
of the Credit-Linked Deposits by the CL Lenders to the Deposit Bank for deposit
in the Credit-Linked Deposit Account and the application of the Credit-Linked
Deposits in the manner contemplated by Section 2.04(c)(ii) constitute agreements
among the Deposit Bank, the Administrative Agent, each Issuing Lender and each
CL Lender with respect to the Participation in the CL Letters of Credit and do
not constitute any loan or extension of credit to the Borrower.

                (d)     If the Deposit Bank is not offering Dollar deposits (in
the applicable amounts) in the applicable Eurodollar interbank market, or the
Deposit Bank determines that adequate and fair means do not otherwise exist for
ascertaining the LIBOR Rate for the Credit-Linked Deposits (or any part
thereof), then the Credit-Linked Deposits (or such parts, as applicable) shall
be invested so as to earn a return equal to the greater of the Federal Funds
Rate and a rate determined by the Deposit Bank in accordance with banking
industry rules on interbank compensation.

                (e)     If any CL Loan is repaid, or if any Drawing under a CL
Letter of Credit that has been funded by the CL Lenders from the Credit-Linked
Deposits as provided in Section 2.04(c)(ii) shall be reimbursed by the Borrower,
in either case on a day other than on the last day

                                      -25-
<PAGE>

of an Interest Period or scheduled investment termination date applicable to the
Credit-Linked Deposits, the Administrative Agent shall, upon receipt thereof,
pay over such amounts to the Deposit Bank which will invest the amount so
reimbursed in overnight or short-term cash equivalent investments until the end
of the Interest Period or scheduled investment termination date at the time in
effect and the Borrower shall pay to the Deposit Bank, upon the Deposit Bank's
request therefor, the amount, if any, by which the interest accrued on a like
amount of the Credit-Linked Deposits at the LIBOR Rate for the Interest Period
in effect therefor shall exceed the interest earned through the investment of
the amount so reimbursed for the period from the date of such repayment or
reimbursement through the end of the applicable Interest Period, as determined
by the Deposit Bank (such determination shall, absent manifest error, be final
and conclusive and binding on all parties hereto) and set forth in the request
for payment delivered to the Borrower. In the event that the Borrower shall fail
to pay any amount due under this Section 2.07(e), the interest payable by the
Deposit Bank to the CL Lenders on their Credit-Linked Deposits under Section
2.07(b) shall be correspondingly reduced and the CL Lenders shall without
further act succeed, ratably in accordance with their CL Percentages, to the
rights of the Deposit Bank with respect to such amount due from the Borrower.
All repayments of CL Loans and all reimbursements of Drawings under CL Letters
of Credit that have been funded by the CL Lenders from the Credit-Linked
Deposits, in each case received by the Administrative Agent prior to the
termination of the Total Credit-Linked Commitment, shall be paid over to the
Deposit Bank which will deposit same in the Credit-Linked Deposit Account.

                SECTION 3. Fees; Commitments.

                3.01    Fees. (a) The Borrower agrees to pay to the
Administrative Agent for distribution to each Non-Defaulting Lender with a
Revolving Loan Commitment, a commitment commission (the "Commitment Commission")
for the period from the Effective Date to but excluding the Final Maturity Date
(or such earlier date as the Total Revolving Loan Commitment shall have been
terminated), computed at a rate per annum equal to the Applicable Commitment Fee
Percentage on the daily average Unutilized Revolving Loan Commitment of such
Non-Defaulting Lender as in effect from time to time. Accrued Commitment
Commission shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the Final Maturity Date or such earlier date upon which the
Total Revolving Loan Commitment is terminated.

                (b)     The Borrower agrees to pay to the Administrative Agent
for distribution to each RL Lender (based on their respective RL Percentages as
from time to time in effect in each RL Letter of Credit) a fee in respect of
each RL Letter of Credit issued hereunder (the "RL Letter of Credit Fee"), for
the period from and including the date of issuance of such RL Letter of Credit
to and including the termination or expiration of such RL Letter of Credit,
computed at a rate per annum equal to the Applicable Margin for Revolving Loans
maintained as Eurodollar Loans, as in effect from time to time, on the Stated
Amount of such RL Letter of Credit. Accrued RL Letter of Credit Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and on the
first day on or after the termination of the Total Revolving Loan Commitment
upon which no RL Letters of Credit remain outstanding.

                (c)     The Borrower agrees to pay to the Administrative Agent
for distribution to each CL Lender (based on each such CL Lender's CL
Percentage) a fee (the "CL Facility Fee") equal to the sum of (I) a rate per
annum equal to the Applicable Margin for CL Loans maintained

                                      -26-
<PAGE>

as Eurodollar Loans on the aggregate amount of the Credit-Linked Deposits from
time to time and (II) a rate per annum equal to the Credit-Linked Deposit Cost
Amount as in effect from time to time on the aggregate amount of the
Credit-Linked Deposits from time to time, in each case for the period from and
including the Effective Date to and including the date on which the Total
Credit-Linked Commitment has been terminated, the Credit-Linked Deposits have
been returned to the CL Lenders and all CL Letters of Credit have been
terminated. Accrued CL Facility Fees shall be due and payable quarterly in
arrears on each CL Interest Payment Date and on the date on which the Total
Credit-Linked Commitment has been terminated, the Credit-Linked Deposits have
been returned to the CL Lenders and all CL Letters of Credit have been
terminated.

                (d)     The Borrower agrees to pay to the respective Issuing
Lender, for its own account, a facing fee in respect of each Letter of Credit
issued by it hereunder (the "Facing Fee") for the period from and including the
date of issuance of such Letter of Credit to and including the termination or
expiration of such Letter of Credit, computed at a rate per annum equal to 1/4
of 1% of the daily Stated Amount of such Letter of Credit, provided that in any
event the minimum amount of Facing Fees payable in any twelve-month period with
respect to each Letter of Credit shall not be less than $500; it being agreed
that, on the day of issuance of any Letter of Credit and on each anniversary
thereof prior to the termination or expiration of such Letter of Credit, if $500
will exceed the amount of Facing Fees that will accrue with respect to such
Letter of Credit for the immediately succeeding twelve-month period, the full
$500 shall be payable on the date of issuance of such Letter of Credit and on
each such anniversary thereof. Except as provided in the immediately preceding
sentence, accrued Facing Fees shall be due and payable (x) in the case of RL
Letters of Credit, quarterly in arrears on each Quarterly Payment Date and upon
the first day on or after the termination of the Total Revolving Loan Commitment
upon which no RL Letters of Credit remain outstanding and (y) in the case of CL
Letters of Credit, quarterly in arrears on each CL Interest Payment Date and
upon the first day on or after the termination of the Total Credit-Linked
Commitment upon which no CL Letters of Credit remain outstanding.

                (e)     The Borrower agrees to pay to the respective Issuing
Lender for its own account, upon each payment under, issuance of, or amendment
to, any Letter of Credit, such amount as shall at the time of such event be the
administrative charge which such Issuing Lender is customarily charging for
issuances of, payments under or amendments of, Letters of Credit issued by it.

                (f)     The Borrower agrees to pay to the Administrative Agent,
for its own account, such other fees as have been agreed to in writing by the
Borrower and the Administrative Agent.

                (g)     All computations of Fees shall be made in accordance
with Section 13.07(b).

                3.02    Voluntary Termination or Reduction of Commitments and
Adjustments of Commitments. (a) Upon at least two Business Days' prior notice
from an Authorized Officer of the Borrower to the Administrative Agent at the
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders), the Borrower shall have the right, at any time or from
time to time, without premium or penalty, to terminate the Total Unutilized
Revolving Loan Commitment at such time, in whole or in part, in aggregate
minimum amounts

                                      -27-
<PAGE>

of at least $5,000,000 in the case of partial reductions, provided that no such
reduction shall be permitted to be made pursuant to this Section 3.02(a) if the
effect thereof is to cause the Aggregate RL Exposure to exceed the Total
Revolving Loan Commitment after giving effect to the reduction thereto pursuant
to this Section 3.02(a). Each reduction to the Total Revolving Loan Commitment
pursuant to this Section 3.02(a) shall apply to proportionately and permanently
reduce the Revolving Loan Commitment of each RL Lender (based on their
respective RL Percentages).

                (b)     Upon at least two Business Days' prior written notice to
the Administrative Agent at the Notice Office (which notice the Administrative
Agent shall promptly transmit to each of the Lenders), the Borrower shall have
the right, at any time or from time to time, without premium or penalty, to
terminate the Total Unutilized Credit-Linked Commitment in whole, or reduce it
in part in an integral multiple of $5,000,000, provided that no such reduction
shall be permitted to be made pursuant to this Section 3.02(b) if the effect
thereof is to cause the Aggregate CL Exposure to exceed the Total Credit-Linked
Commitment after giving effect to the reduction thereto pursuant to this Section
3.02(b). Each reduction to the Total Credit-Linked Commitment pursuant to this
Section 3.02(b) shall apply to proportionately and permanently reduce the
Credit-Linked Commitment of each CL Lender (based on their respective CL
Percentages). At the time of any termination or reduction of the Total
Credit-Linked Commitment pursuant to this Section 3.02(b), the Administrative
Agent shall request the Deposit Bank to (and the Deposit Bank agrees that it
will) withdraw from the Credit-Linked Deposit Account and to pay same over to
the Administrative Agent, and the Administrative Agent shall return to the CL
Lenders (ratably in accordance with their respective CL Percentages) their
Credit-Linked Deposits in an aggregate amount equal to such reduction or the
amount of such Commitment being terminated, as the case may be.

                (c)     In the event of certain refusals by a Lender as (and to
the extent) provided in Section 13.12(b) to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders, the Borrower may, subject to the
applicable requirements of Sections 4.01(b) and/or 13.12(b), upon at least five
Business Days' prior written notice to the Administrative Agent at the Notice
Office (which notice the Administrative Agent shall promptly transmit to each of
the Lenders) terminate all of the Commitments of such Lender (other than any
such Commitment which is being maintained by such Lender (and not being
terminated by the Borrower) as provided in Section 13.12(b)), so long as (x) all
Loans (other than any such Loans that are being maintained by such Lender (and
not being repaid by the Borrower) as provided in Section 13.12(b)) and Unpaid
Drawings (other than any such Unpaid Drawings which relate to a Commitment which
is being maintained by such Lender (and not being terminated by the Borrower) as
provided in Section 13.12(b)), together with accrued and unpaid interest, Fees
and all other amounts, owing to such Lender are repaid concurrently with the
effectiveness of such termination (at which time Schedule I shall be deemed
modified to reflect such changed amounts) and (y) after giving effect to such
termination (and the adjustments to the respective Percentages of the remaining
Lenders as contemplated below), (i) the Individual RL Exposure of any remaining
RL Lender shall not exceed its Revolving Loan Commitment and (ii) the Individual
CL Exposure of any remaining CL Lender shall not exceed its Credit-Linked
Commitment. After giving effect to the termination of all of the Commitments of
any Lender pursuant to the provisions of this Section 3.02(c), such Lender shall
no longer constitute a "Lender" for purposes of this Agreement,

                                      -28-
<PAGE>

except with respect to indemnifications under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall
survive as to such repaid Lender. In cases where the Commitments of any Lender
are terminated pursuant to this Section 3.02(c), except where such Commitments
are replaced in full, after giving effect to the termination of any such
Commitments of a given Lender pursuant to this Section 3.02(c), there shall
occur automatic adjustments (as determined by the Administrative Agent) in the
respective Percentages of the remaining Lenders. At the time of any termination
of a CL Lender's Credit-Linked Commitment pursuant to this Section 3.02(c), the
Administrative Agent shall request the Deposit Bank to (and the Deposit Bank
agrees that it will) withdraw from the Credit-Linked Deposit Account and to pay
same over to the Administrative Agent, and the Administrative Agent shall return
to such CL Lender its Credit-Linked Deposit.

                3.03    Mandatory Reduction of Commitments. (a) In addition to
any other mandatory commitment reductions pursuant to this Section 3.03, the
Total Commitment (and the Commitments of each Lender) shall terminate in its
entirety on the earlier of (i) the Final Maturity Date and (ii) unless the
Required Lenders otherwise agree, the date on which a Change of Control occurs.
At the time of any termination of the Total Credit-Linked Commitment pursuant to
this Section 3.03(a), the Administrative Agent shall request the Deposit Bank to
(and the Deposit Bank agrees that it will) withdraw from the Credit-Linked
Deposit Account and to pay same over to the Administrative Agent, and the
Administrative Agent shall return to the CL Lenders (ratably in accordance with
their respective CL Percentages) their Credit-Linked Deposits in an amount by
which the aggregate amount of the Credit-Linked Deposits at such time exceeds
the aggregate CL Letter of Credit Outstandings at such time.

                (b)     In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, in connection with any asset sale by the Borrower
or any of its Subsidiaries which would require the Borrower to make an offer to
repurchase New Senior Notes pursuant to the New Senior Notes Indentures, in lieu
of making such an offer to repurchase (which, in any event, is prohibited by the
terms of this Agreement), the Total Commitment shall be permanently reduced on
the day before any such offer to repurchase would be required to be made by the
Borrower pursuant to any of the New Senior Notes Indentures (and determined
without regard to the Borrower's right to defer such offer because the aggregate
unutilized Net Proceeds Offer Amount (as defined in the New Senior Notes
Indentures) does not exceed $10,000,000) in an amount equal to the remaining Net
Sale Proceeds from such asset sale which have not otherwise been used as
permitted pursuant to Section 4.10(a)(3) of the New Senior Notes Indentures and
as otherwise permitted pursuant to this Agreement (including to effect a
voluntary reduction in the Total Commitment pursuant to Section 3.02(a) or (b),
as the case may be). Each reduction to the Total Commitment pursuant to this
Section 3.03(b) shall be applied pro rata to each of the Total Revolving Loan
Commitment and the Total Credit-Linked Commitment (based on the relative amounts
thereof) and, to the extent so applied, shall proportionately reduce the
Revolving Loan Commitment of each RL Lender and the Credit-Linked Commitment of
each CL Lender. At the time of any reduction of the Total Credit-Linked
Commitment pursuant to this Section 3.03(b), the Administrative Agent shall
request the Deposit Bank to (and the Deposit Bank agrees that it will) withdraw
from the Credit-Linked Deposit Account and to pay same over to the
Administrative Agent, and the Administrative Agent shall return to the CL
Lenders (ratably in accordance with their respective CL Percentages) their
Credit-Linked Deposits in an aggregate amount equal to such reduction.

                                      -29-
<PAGE>

                SECTION 4. Prepayments; Repayments; Taxes.

                4.01    Voluntary Prepayments. (a) The Borrower shall have the
right to prepay the Loans made to it, without premium or penalty, in whole or in
part at any time and from time to time on, and subject to, the following terms
and conditions:

                (i)     an Authorized Officer of the Borrower shall give the
        Administrative Agent at the Notice Office written notice (or telephonic
        notice promptly confirmed in writing) of its intent to prepay the Loans
        made to it, whether such Loans are Revolving Loans, CL Loans and/or
        Swingline Loans, the amount of the respective Loans to be prepaid, the
        Types of Loans to be repaid and, in the case of Eurodollar Loans, the
        specific Borrowing or Borrowings pursuant to which such Eurodollar Loans
        were made, which notice shall be given by an Authorized Officer of the
        Borrower (x) prior to 11:00 A.M. (New York time) at least one Business
        Day prior to the date of such prepayment in the case of Revolving Loans
        or CL Loans maintained as Base Rate Loans, (y) prior to 11:00 A.M. (New
        York time) on the date of such prepayment in the case of Swingline
        Loans, and (z) prior to 11:00 A.M. (New York time) at least three
        Business Days prior to the date of such prepayment in the case of
        Eurodollar Loans and each such notice shall, except in the case of
        Swingline Loans, be promptly transmitted by the Administrative Agent to
        each of the Lenders;

                (ii)    (x) each partial prepayment of Revolving Loans and CL
        Loans pursuant to this Section 4.01(a) shall be in an aggregate
        principal amount of at least $1,000,000 (or such lesser amount as is
        acceptable to the Administrative Agent), and (y) each partial prepayment
        of Swingline Loans pursuant to this Section 4.01(a) shall be in an
        aggregate principal amount of at least $250,000 (or such lesser amount
        as is acceptable to the Administrative Agent), provided that if any
        partial prepayment of Eurodollar Loans made pursuant to any Borrowing
        shall reduce the outstanding Eurodollar Loans made pursuant to such
        Borrowing to an amount less than the Minimum Borrowing Amount applicable
        thereto, then such Borrowing may not be continued as a Borrowing of
        Eurodollar Loans beyond the Interest Period applicable thereto and any
        election of an Interest Period with respect thereto given by the
        Borrower shall have no force or effect;

                (iii)   at the time of any prepayment of Eurodollar Loans
        pursuant to this Section 4.01(a) on any date other than the last day of
        the Interest Period applicable thereto, the Borrower shall pay the
        amounts required pursuant to Section 1.11; and

                (iv)    each prepayment pursuant to this Section 4.01(a) in
        respect of any Revolving Loans or CL Loans made pursuant to a Borrowing
        shall be applied pro rata among such Loans made pursuant to such
        Borrowing, provided that, at the Borrower's election in connection with
        any prepayment of Revolving Loans pursuant to this Section 4.01(a), such
        prepayment shall not be applied to the prepayment of the respective
        Revolving Loans of a Defaulting RL Lender.

                (b)     In the event of certain refusals by a Lender as (and to
the extent) provided in Section 13.12(b) to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders, the

                                      -30-
<PAGE>

Borrower may, upon at least five Business Days' written notice by an Authorized
Officer of the Borrower to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders),
repay all Loans and pay all accrued and unpaid interest, Fees and other amounts,
in each case owing to such Lender (or owing to such Lender with respect to each
Tranche which gave rise to the need to obtain such Lender's individual consent)
in accordance with, and subject to the requirements of, said Section 13.12(b) so
long as (A) all Commitments of such Lender (or the respective Commitments of
such Lender with respect to each Tranche which gave rise to the need to obtain
such Lender's individual consent) are terminated concurrently with such
repayment pursuant to Section 3.02(c) (at which time Schedule I shall be deemed
modified to reflect such changed Commitments) and (B) the consents required by
Section 13.12(b) in connection with the repayment pursuant to this Section
4.01(b) have been obtained.

                4.02    Mandatory Repayments. (a) (i) If on any date the
Aggregate RL Exposure exceeds the Total Available Revolving Loan Commitment as
then in effect, then the Borrower shall prepay on such date the principal of
outstanding Revolving Loans and/or Swingline Loans in an amount equal to such
excess. If, after giving effect to the prepayment of all outstanding Swingline
Loans and Revolving Loans as may be required pursuant to the immediately
preceding sentence, the aggregate amount of all RL Letter of Credit Outstandings
exceeds the Total Available Revolving Loan Commitment as then in effect, then
the Borrower agrees to pay to the Administrative Agent at the Payment Office on
such date an amount of cash or Cash Equivalents in Dollars (and/or, to the
extent that any RL Letter of Credit Outstandings are denominated in an
Alternative Currency, in the Dollar Equivalent thereof) equal to the amount of
such excess (up to a maximum amount equal to the RL Letter of Credit
Outstandings at such time), such cash or Cash Equivalents to be held as security
for all Obligations of the Borrower hereunder in a cash collateral account to be
established by the Administrative Agent.

                (ii)    On any day on which the aggregate amount of all RL
        Letter of Credit Outstandings exceeds $25,000,000, the Borrower agrees
        to pay to the Administrative Agent at the Payment Office on such day an
        amount of cash and/or Cash Equivalents in Dollars (and/or, to the extent
        that any RL Letter of Credit Outstandings are denominated in an
        Alternative Currency, in the Dollar Equivalent thereof) equal to the
        amount of such excess, such cash and/or Cash Equivalents to be held as
        security for all Obligations of the Borrower hereunder in a cash
        collateral account to be established by the Administrative Agent.

                (iii)   If on any date the Aggregate CL Exposure exceeds the
        Total Available Credit-Linked Commitment as then in effect, then the
        Borrower shall prepay on such date the principal of outstanding CL Loans
        in an amount equal to such excess. If, after giving effect to the
        prepayment of all outstanding CL Loans as may be required pursuant to
        the immediately preceding sentence, the aggregate amount of all CL
        Letter of Credit Outstandings exceeds the Total Available Credit-Linked
        Commitment as then in effect, then the Borrower agrees to pay to the
        Administrative Agent at the Payment Office on such date an amount of
        cash and/or Cash Equivalents in Dollars (and/or, to the extent that any
        CL Letter of Credit Outstandings are denominated in an Alternative
        Currency, in the Dollar Equivalent thereof) equal to the amount of such
        excess (up to a maximum amount equal to the CL Letter of Credit
        Outstandings at such time), such cash or Cash Equivalents to be held as
        security for all Obligations of the Borrower to

                                      -31-
<PAGE>

        the Issuing Lenders and the Lenders hereunder in a cash collateral
        account to be established by the Administrative Agent.

                (iv)    On any day on which the aggregate amount of all CL
        Letter of Credit Outstandings denominated in an Alternative Currency
        exceeds $40,000,000, the Borrower agrees to pay to the Administrative
        Agent at the Payment Office on such day an amount of cash and/or Cash
        Equivalents, in the Dollar Equivalent thereof, equal to the amount of
        such excess, such cash and/or Cash Equivalents to be held as security
        for all Obligations of the Borrower hereunder in a cash collateral
        account to be established by the Administrative Agent.

                (b)     In addition to any other mandatory repayments pursuant
to this Section 4.02, on each date on or after the Effective Date upon which the
Borrower or any of its Subsidiaries receives Net Sale Proceeds from any Asset
Sale (other than (x) any Asset Sale made by a Foreign Subsidiary of the Borrower
other than pursuant to Section 9.02(vi), and (y) any Asset Sale or series of
related Asset Sales where the Net Sale Proceeds therefrom are less than
$2,500,000), an amount equal to 100% of the Net Sale Proceeds from such Asset
Sale shall be applied on each such date as a mandatory repayment of Loans in
accordance with the requirements of Section 4.02(d); provided, however, (A) so
long as no Default or Event of Default then exists or would result therefrom,
the Borrower may, at its option and in lieu of making all or any portion of the
mandatory repayment otherwise required above in this Section 4.02(b), elect to
deposit the Net Sale Proceeds (or such lesser portion thereof) from Asset Sales
pursuant to Section 9.02(vi) with the Administrative Agent in accordance with
the terms of the Cash Collateral Agreement, (B) to the extent that such election
is not made, the Borrower shall notify the Administrative Agent that an Asset
Sale pursuant to such Section 9.02(vi) has occurred and that the Net Sale
Proceeds therefrom are being used to repay outstanding Loans as otherwise
required above in this Section 4.02(b) (which repayment shall result in a like
increase in the amount of the respective Blocked Commitments of the Tranche or
Tranches being repaid), and (C) to the extent that no Loans are outstanding at
the time of receipt of any Net Sale Proceeds from an Asset Sale pursuant to
Section 9.02(vi) or if such Net Sale Proceeds exceed the amount of Loans so
prepaid as otherwise required above, in either case such Net Sale Proceeds shall
be deposited with the Administrative Agent in accordance with the terms of the
Cash Collateral Agreement.

                (c)     In addition to any other mandatory repayments pursuant
to this Section 4.02, on each date on or after the Effective Date on which the
Borrower or any other Credit Party receives any cash proceeds from any Recovery
Event (other than Recovery Events where the Net Insurance Proceeds therefrom are
less than $2,500,000), an amount equal to 100% of the Net Insurance Proceeds
from such Recovery Event shall be applied on each such date as a mandatory
repayment of Loans in accordance with the requirements of Section 4.02(d).

                (d)     Each amount required to be applied to outstanding Loans
pursuant to Sections 4.02(b) and (c) in accordance with this Section 4.02(d)
shall be applied pro rata to outstanding Revolving Loans and CL Loans (based on
the relative outstanding amounts thereof). With respect to each repayment of
Loans required by this Section 4.02, the Borrower may designate the Types of
Loans of the respective Tranche which are to be repaid, and, in the case of
Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such
Eurodollar Loans were made, provided that: (i) in the case of Eurodollar Loans,
repayments of such

                                      -32-
<PAGE>

Eurodollar Loans pursuant to this Section 4.02 that are made on any day other
than the last day of an Interest Period applicable thereto shall be accompanied
by payment by the Borrower of all amounts owing in connection therewith pursuant
to Section 1.11; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable to
the respective Eurodollar Loans, such Borrowing shall be converted at the end of
the then current Interest Period into a Borrowing of Base Rate Loans; and (iii)
each repayment of any Revolving Loans or CL Loans made pursuant to a Borrowing
shall be applied pro rata among such Revolving Loans or CL Loans, as the case
may be. In the absence of a designation by the Borrower as described in the
preceding sentence, the Administrative Agent shall, subject to the above, make
such designation in its sole discretion with a view, but no obligation, to
minimize breakage costs owing under Section 1.11.

                (e)     In addition to any other mandatory repayments required
by this Section 4.02, (i) all then outstanding Swingline Loans shall be repaid
in full on the Swingline Expiry Date, (ii) all then outstanding Revolving Loans
and CL Loans shall be repaid in full on the Final Maturity Date, and (iii)
unless the Required Lenders otherwise agree, all then outstanding Loans and
other Obligations shall be repaid in full on the date on which a Change of
Control occurs.

                4.03    Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement and under any
Note shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York time) on the date
when due and shall be made in Dollars (or, in the case of any Unpaid Drawing
denominated in an Alternative Currency, in an amount equal to the Dollar
Equivalent thereof) in immediately available funds at the Payment Office (and
also calculated, in the case of Letter of Credit Fees and Facing Fees owing with
respect to Letters of Credit denominated in an Alternative Currency, using the
Dollar Equivalent thereof). Any payments under this Agreement or under any Note
which are made later than 12:00 Noon (New York time) shall be deemed to have
been made on the next succeeding Business Day. Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable at the applicable rate during such extension.

                4.04    Net Payments. (a) All payments made by any Credit Party
under any Credit Document or under any Note will be made without setoff,
counterclaim or other defense. Except as provided in Section 4.04(b), all such
payments will be made free and clear of, and without deduction or withholding
for, any present or future taxes, levies, imposts, duties, fees, assessments or
other charges of whatever nature now or hereafter imposed by any jurisdiction or
by any political subdivision or taxing authority thereof or therein with respect
to such payments (but excluding, except as provided in the second succeeding
sentence, any tax imposed on or measured by the net income or net profits (or
franchise or capital taxes imposed in lieu thereof) of a Lender or the
Administrative Agent or, in the case of a Lender that is a flow-through entity
for tax purposes, a member or a partner of such Lender, pursuant to the laws of
the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of such Person is located or any
subdivision thereof or therein or in which it is otherwise doing business (other
than a jurisdiction in which it would not have been treated as doing business
but

                                      -33-
<PAGE>

for the execution or delivery of this Agreement or any other Credit Document or
the exercise of any rights or performance of any of the obligations hereunder or
thereunder)) and all interest, penalties or similar liabilities with respect
thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments
or other charges being referred to collectively as "Taxes"). If any Taxes are so
levied or imposed, the Borrower (and any other Credit Party making the payment)
agrees to pay the full amount of such Taxes to the appropriate taxing authority,
and shall pay to the applicable Lender such additional amounts as may be
necessary so that every payment of all amounts due under this Agreement or under
any Note to such Lender, after withholding or deduction for or on account of any
Taxes, will not be less than the amount provided for herein or in such Note. If
any amounts are payable in respect of Taxes pursuant to the preceding sentence,
then the Borrower (and any other Credit Party making the payment) shall be
obligated to reimburse each Lender, the Administrative Agent and, in the case of
a Lender that is a flow-through entity for tax purposes, each member or partner
of such Lender upon the written request of such Person, for taxes imposed on or
measured by the net income or net profits (or franchise or capital taxes imposed
in lieu thereof) of such Lender or the Administrative Agent or, in the case such
Lender is a flow through entity for tax purposes, a member or a partner of such
Lender, pursuant to the laws of the jurisdiction in which such Person is
organized or in which the principal office or applicable lending office of such
Person is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which it is otherwise doing business and
for any withholding of taxes as such Lender shall determine are payable by, or
withheld from, such Lender in respect of such amounts so paid to or on behalf of
such Lender pursuant to the preceding sentence and in respect of any amounts
paid to or on behalf of such Lender pursuant to this sentence. Such written
request shall include the original or a copy of a receipt issued by the relevant
taxing authority evidencing such payment or other evidence of such payment
reasonably satisfactory to the Borrower and the Administrative Agent (to the
extent that the same has been delivered to such Lender by the Borrower (or other
Credit Party as provided above)), together with a statement setting forth the
amount of such Taxes and, in reasonable detail, the calculation and basis for
such indemnified Taxes; such certificate shall be conclusive absent manifest
error; provided, however, that nothing in this sentence shall require a Lender
to disclose any confidential information (including, without limitation, its tax
returns). The Borrower (or other Credit Party) will furnish to the
Administrative Agent within 45 days after the date of the payment of any Taxes
due pursuant to applicable law certified copies of tax receipts (or other
evidence reasonably satisfactory to the Administrative Agent) evidencing such
payment by the Borrower (or the respective other Credit Party). The Borrower
agrees (and each Subsidiary Guarantor pursuant to the Subsidiaries Guaranty, and
the incorporation by reference therein of the provisions of this Section 4.04,
shall agree) to indemnify and hold harmless each Lender, and reimburse such
Lender upon its written request (without duplication of any other amounts
payable pursuant to this Section 4.04), for the amount of any Taxes so levied or
imposed and paid by such Lender.

                (b)     The Administrative Agent and each Lender (in each case)
that is not a "United States person" (as such term is defined in Section
7701(a)(30) of the Code) agrees to deliver to the Borrower and the
Administrative Agent on or prior to the Effective Date, (i) two accurate and
complete original signed copies of Internal Revenue Service Form W-8ECI or Form
W-8BEN (with respect to a complete exemption under an income tax treaty) (or
successor forms) certifying to such Lender's entitlement as of such date to a
complete exemption from United States withholding tax with respect to payments
to be made by the Borrower under this

                                      -34-
<PAGE>

Agreement and under any Note, (ii) if the Lender is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal
Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption
under an income tax treaty) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit D (any such certificate, a "Section
4.04(b)(ii) Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio
interest exemption) (or successor form) certifying to such Lender's entitlement
as of such date to a complete exemption from United States withholding tax with
respect to payments of interest to be made by the Borrower under this Agreement
and under any Note, or (iii) if a Lender or the Administrative Agent is a
foreign intermediary or flow-through entity for U.S. federal income tax
purposes, two accurate and complete signed copies of Internal Revenue Service
Form W-8IMY (and all necessary attachments) establishing a complete exemption
from the United States withholding tax with respect to payments made under this
Agreement and under any Note. In addition, each Lender and the Administrative
Agent agree that from time to time after the Effective Date, when a lapse in
time or change in circumstances renders the previous certification obsolete
(including invalid) or inaccurate in any material respect, it will deliver to
the Borrower and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect
to the benefits of any income tax treaty), Form W-8BEN (with respect to the
portfolio interest exemption) and a Section 4.04(b)(ii) Certificate, or Form
W-8IMY (with respect to a foreign intermediary or flow-through entity), as the
case may be, and such other forms and necessary attachments as may be required
in order to confirm or establish the entitlement of such Person to a continued
exemption from or reduction in United States withholding tax with respect to
payments to the Borrower under this Agreement and any Note, or it shall
immediately notify the Borrower and the Administrative Agent of its inability to
deliver any such Form or Certificate, in which case such Person shall not be
required to deliver any such Form or Certificate pursuant to this Section
4.04(b). Each Lender that is a "United States person" (as such term is defined
in Section 7701(a)(30) of the Code) for U.S. Federal income taxes (other than a
Lender that may be treated as an exempt recipient based on the indicators
described in U.S. Treasury Regulation section 1.6049-4(c)(1)(ii) except to the
extent required by Treasury Regulation Section 1.1441-1(d)(4) (and any successor
provision)) agrees to deliver to the Borrower and the Administrative Agent on or
prior to the Effective Date or, in the case of such a Lender that is an assignee
or transferee of an interest under this Agreement pursuant to Section 1.13 or
13.04(b) (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender and at the other times described above
with respect to Lenders that are not "United States persons", two accurate and
complete original signed copies of U.S. Internal Revenue Service Form W-9 (or
successor forms) certifying to such Lender's entitlement as of such date to a
complete exemption from United States backup withholding tax with respect to
payments to be made under this Agreement and under any other Credit Document.
Notwithstanding anything to the contrary contained in Section 4.04(a), but
subject to Section 13.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable by the Borrower hereunder to the extent that such
Lender or such Administrative Agent has not provided to the Borrower U.S.
Internal Revenue Service Forms that establish a complete exemption from such
deduction or withholding and (y) the

                                      -35-
<PAGE>

Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up
payments to be made to a Lender or the Administrative Agent in respect of
withholding, income or similar taxes imposed by the United States if (I) such
Lender or such Administrative Agent has not provided to the Borrower the
Internal Revenue Service Forms required to be provided to the Borrower pursuant
to this Section 4.04(b) or (II) in the case of a payment, other than interest,
to a Lender described in clause (ii) above, to the extent that such forms do not
establish a complete exemption from withholding of such taxes. Notwithstanding
anything to the contrary contained elsewhere in this Section 4.04 and except as
set forth in Section 13.04(b), the Borrower agrees to pay additional amounts and
to indemnify each Lender in the manner set forth in Section 4.04(a) (without
regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes after the
Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of income or similar taxes.

                (c)     If the Borrower pays any additional amount under this
Section 4.04 to a Lender and such Lender determines in its sole discretion that
it has actually received or realized in connection therewith any refund or any
reduction of, or credit against, its Tax liabilities in or with respect to the
taxable year in which the additional amount is paid (a "Tax Benefit"), such
Lender shall pay to the Borrower an amount that such Lender shall, in its sole
discretion, determine is equal to the net benefit, after tax, which was obtained
by such Lender in such year as a consequence of such Tax Benefit; provided,
however, that (i) any Lender may determine, in its sole discretion consistent
with the policies of such Lender, whether to seek a Tax Benefit, (ii) any Taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of
such Lender that otherwise would not have expired) of any Tax Benefit with
respect to which such Lender has made a payment to the Borrower pursuant to this
Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to
indemnify such Lender pursuant to this Section 4.04 without any exclusions or
defenses, (iii) nothing in this Section 4.04(c) shall require the Lender to
disclose any confidential information to the Borrower (including, without
limitation, its tax returns), and (iv) no Lender shall be required to pay any
amounts pursuant to this Section 4.04(c) at any time which a Default or Event of
Default exists.

                SECTION 5. Conditions Precedent to the Effective Date. The
occurrence of the Effective Date pursuant to Section 13.10 and the obligation of
each Lender to make each Loan hereunder, the obligation of each CL Lender to
fund its Credit-Linked Deposit and the obligation of each Issuing Lender to
issue each Letter of Credit hereunder, in any case on the Effective Date, is
subject, at the time of the making of such Loans, the funding of such
Credit-Linked Deposit and the issuance of such Letters of Credit to the
satisfaction of the following conditions (or the written waiver of such
conditions by the Administrative Agent and the Required Lenders):

                5.01    Execution of Agreement; Notes. On or prior to the
Effective Date, (i) this Agreement shall have been executed and delivered as
provided in Section 13.10 and (ii) there shall have been delivered to the
Administrative Agent for the account of each Lender which has requested the same
the appropriate Revolving Note and/or CL Note, and to the Swingline

                                      -36-
<PAGE>

Lender, if so requested by it, the Swingline Note, in each case executed by the
Borrower and in the amount, maturity and as otherwise provided herein.

                5.02    Officer's Certificate. On the Effective Date, the
Administrative Agent shall have received a certificate from the Borrower, dated
such date and signed by an Authorized Officer of the Borrower, certifying that
all of the applicable conditions set forth in Sections 5.05 through 5.08,
inclusive, and Section 6.02 (other than such conditions to the extent that such
conditions are expressly subject to the satisfaction of the Administrative Agent
and/or the Required Lenders), have been satisfied on such date.

                5.03    Opinions of Counsel. On the Effective Date, the
Administrative Agent shall have received (i) from Skadden, Arps, Slate, Meagher
and Flom LLP, special counsel to the Credit Parties, an opinion addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Effective Date substantially in the form of Exhibit E, (ii) from local counsel
to the Credit Parties and/or the Administrative Agent reasonably satisfactory to
the Administrative Agent practicing in those jurisdictions in which Mortgaged
Properties are located and/or Subsidiary Guarantors are organized (although no
UCC perfection opinion shall be required for personal property for those
Subsidiary Guarantors organized under the laws of Georgia and Minnesota), such
opinions as the Administrative Agent may reasonably request, which opinions (x)
shall be addressed to the Administrative Agent, the Collateral Agent and each of
the Lenders and be dated the Effective Date, (y) shall cover the perfection of
the security interests and/or liens granted pursuant to the relevant Security
Documents and such other matters incident to the transactions contemplated
herein as the Administrative Agent may reasonably request and (z) shall be in
form and substance reasonably satisfactory to the Administrative Agent, and
(iii) reliance letters addressed to the Administrative Agent, the Collateral
Agent and each of the Lenders and dated the Effective Date with respect to
certain of the legal opinions delivered by, or on behalf of, the Borrower in
connection with the issuance of the New Senior Notes, as may have been requested
by the Administrative Agent, which reliance letters and opinions shall cover
such matters as the Administrative Agent may reasonably request and be in form,
scope and substance reasonably satisfactory to the Administrative Agent.

                5.04    Company Documents; Proceedings. (a) On the Effective
Date, the Administrative Agent shall have received from the Borrower and each
Subsidiary Guarantor a certificate, dated the Effective Date, signed by the
chairman, a vice-chairman, the president, any vice-president or any other
authorized person of such Credit Party, and attested to by the secretary, any
assistant secretary or other senior officer of such Credit Party, in the form of
Exhibit F with appropriate insertions, together with copies of the certificate
of incorporation, by-laws or equivalent organizational documents of such Credit
Party and the resolutions of such Credit Party referred to in such certificate,
and all of the foregoing shall be reasonably satisfactory to the Administrative
Agent.

                (b)     On the Effective Date, all instruments and agreements in
connection with the transactions contemplated by this Agreement and the other
Documents shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received all
information and copies of all certificates, documents and papers, including good
standing certificates, bring-down certificates and any other records of Company
proceedings and governmental approvals, if any, which the Administrative Agent
reasonably

                                      -37-
<PAGE>

may have requested in connection therewith, such documents and papers, where
appropriate, to be certified by proper Company or governmental authorities.

                5.05    Adverse Change, etc. On or prior to the Effective Date,
nothing shall have occurred since December 31, 2003 (and neither the
Administrative Agent nor any Lender shall have become aware of any facts,
conditions or other information not previously known) which the Administrative
Agent or the Required Lenders shall reasonably determine has had, or could
reasonably be likely to have, either individually or in the aggregate, (i) a
Material Adverse Effect or (ii) material adverse effect on the Transaction.

                5.06    Litigation. On the Effective Date, there shall be no
actions, suits, proceedings or investigations pending or threatened in writing
with respect to the Transaction or any documentation executed in connection
therewith (including any Credit Document) or the transactions contemplated
hereby and thereby, or which the Administrative Agent or the Required Lenders
shall reasonably determine has had, or could reasonably be expected to have,
either individually or in the aggregate, (i) a Material Adverse Effect or (ii) a
material adverse effect on the Transaction.

                5.07    Approvals. On or prior to the Effective Date, (i) all
necessary governmental (domestic and foreign), regulatory and material third
party approvals and/or consents in connection with any Scheduled Existing
Indebtedness and the Transaction and otherwise referred to herein or therein
shall have been obtained and remain in full force and effect and evidence
thereof shall have been provided to the Administrative Agent, and (ii) all
applicable waiting periods shall have expired without any action being taken by
any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of the Transaction, the making of the Loans and
the transactions contemplated by the Documents or otherwise referred to herein
or therein. Additionally, on the Effective Date, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohibiting or
imposing materially adverse conditions upon, or materially delaying, or making
economically unfeasible, the consummation of the Transaction or the making of
the Loans or the other transactions contemplated by the Documents or otherwise
referred to herein or therein.

                5.08    Consummation of the Transaction. (a) On or prior to the
Effective Date, (i) the Borrower shall have received cash proceeds of
approximately $600,000,000 (calculated before underwriting fees, discounts and
commissions and any other expenses for which the Borrower is responsible) from
the issuance by it of a like principal amount of New Senior Notes in accordance
with the terms and conditions of the New Senior Notes Documents and all
applicable laws and (ii) there shall have been delivered to the Administrative
Agent true and correct copies of all New Senior Notes Documents.

                (b)     On or prior to the Effective Date, (i) the Borrower
shall have consummated (subject to the termination time set forth below) a
tender offer/consent solicitation with respect to each of the outstanding
Existing 2005 Senior Notes and Existing 2006 Senior Notes (collectively, the
"Existing 2005/2006 Senior Notes Tender Offer/Consent Solicitation"), pursuant
to which (x) the Borrower shall have offered, subject to the terms and
conditions contained in the Existing 2005/2006 Senior Notes Tender Offer/Consent
Solicitation, to purchase

                                      -38-
<PAGE>

all of the outstanding Existing 2005 Senior Notes and Existing 2006 Senior Notes
plus accrued and unpaid interest thereon and (y) consents shall have been
solicited to a proposed supplemental indenture to each of the Existing 2005
Senior Notes Indenture (the "Existing 2005 Senior Notes Indenture Amendment")
and the Existing Senior Notes Indenture (but only with respect to the Existing
2006 Notes) (the "Existing 2006 Senior Notes Indenture Amendment") on terms and
conditions satisfactory to Administrative Agent, which amendments shall provide
for the elimination of certain of the covenants contained in each of the
Existing 2005 Senior Notes Indenture and the Existing Senior Notes Indenture
(including, without limitation, limitations on restricted payments, dividends,
liens, transactions with affiliates, indebtedness and guarantees by
subsidiaries) to the extent applicable, (ii) the period of time for tendering
Existing 2005 Senior Notes and Existing 2006 Senior Notes pursuant thereto shall
terminate at 5:00 P.M. (New York time) on August 16, 2004, (iii) the Borrower
shall have received sufficient consents to authorize the execution and delivery
of the Existing 2005 Senior Notes Indenture Amendment and the Existing 2006
Senior Notes Indenture Amendment, (iv) the Borrower and the trustee under each
of the Existing 2005 Senior Notes Indenture and the Existing Senior Notes
Indenture shall have duly executed and delivered the Existing 2005 Senior Notes
Indenture Amendment and the Existing 2006 Senior Notes Indenture Amendment and
same shall have become effective in accordance with its terms and the terms of
the Existing 2005 Senior Notes Indenture and the Existing Senior Notes
Indenture, (v) the Borrower shall have purchased all of the Existing 2005 Senior
Notes validly tendered, and not theretofore withdrawn prior to August 16, 2004,
pursuant to the Existing 2005/2006 Senior Notes Tender Offer/Consent
Solicitation and will purchase any Existing 2005 Senior Notes validly tendered
on August 16, 2004 as soon as practicable thereafter, (vi) to the extent that
any Existing 2005 Senior Notes remain outstanding at 5:00 P.M. (New York time)
on the Effective Date after the Existing 2005/2006 Existing Senior Notes Tender
Offer/Consent Solicitation, (w) the Borrower shall deliver to the trustee for
the Existing 2005 Senior Notes an irrevocable notice of redemption for all
outstanding Existing 2005 Senior Notes, which redemption (the "Existing 2005
Senior Notes Redemption") shall be effected on a date (the "Existing 2005 Senior
Notes Redemption Date") no later than 35 days following the Effective Date in
accordance with the optional redemption provisions set forth in the Existing
2005 Senior Notes Indenture, (x) as soon as possible after 5:00 P.M. (New York
time) on August 16, 2004, the Borrower shall irrevocably deposit with such
trustee cash in an amount sufficient to pay and discharge the entire
Indebtedness on the outstanding Existing 2005 Senior Notes for principal of,
premium, if any, and interest on such Existing 2005 Senior Notes through the
Existing 2005 Senior Notes Redemption Date, (y) the Borrower shall pay all other
sums that are then payable by the Borrower under the Existing 2005 Senior Notes
Indenture, and (z) the Borrower shall irrevocably instruct such trustee in
writing to apply the funds referred to in preceding sub-clause (x) to the
payment of the Existing 2005 Senior Notes on the Existing 2005 Senior Notes
Redemption Date, (vii) the Borrower shall have purchased all of the Existing
2006 Senior Notes validly tendered, and not theretofore withdrawn prior to
August 16, 2004, pursuant to the Existing 2005/2006 Senior Notes Tender
Offer/Consent Solicitation and will purchase any Existing 2006 Senior Notes
validly tendered on August 16, 2004 as soon as practicable thereafter and, in
each case after giving effect to all such purchases, no more than $25,000,000 in
aggregate principal amount of Existing 2006 Senior Notes shall remain
outstanding, and (viii) the Administrative Agent shall have received evidence,
in form and substance reasonably satisfactory to it, that the matters set forth
above in this Section 5.08(b) have been satisfied.

                                      -39-
<PAGE>

                (c)     On the Effective Date, (i) all Indebtedness under the
Existing Credit Agreement shall have been repaid in full and all commitments in
respect thereof shall have been terminated (or, in the case of Existing Letters
of Credit, incorporated as Letters of Credit hereunder as contemplated by
Section 2.01(d)) and all Liens and guaranties in connection therewith shall have
been terminated (and all appropriate releases, termination statements or other
instruments of assignment with respect thereto shall have been obtained) to the
reasonable satisfaction of the Administrative Agent, and (ii) the Administrative
Agent shall have received reasonably satisfactory evidence (including
satisfactory pay-off letters, UCC-3 Termination Statements, mortgage releases
and intellectual property releases, if applicable) that the matters set forth in
preceding clause (i) have been satisfied as of the Effective Date.

                (d)     On or prior to the Effective Date, (i) there shall have
been delivered to the Administrative Agent true and correct copies of all
Refinancing Documents, (ii) all such Refinancing Documents, and all terms and
conditions thereof, shall be in form and substance reasonably satisfactory to
the Administrative Agent and the Required Lenders and (iii) all such Refinancing
Documents shall be in full force and effect.

                (e)     On or prior to the Effective Date, (i) the Borrower and
certain of its Domestic Subsidiaries shall have entered into the New Domestic
Receivables Facility (and thereby amending and restating the Existing Domestic
Receivables Facility) in the aggregate amount of $125,000,000, which shall have
a stated term of no earlier than August 15, 2007 and shall otherwise be on terms
and conditions substantially the same as those contained in the Existing
Domestic Receivables Facility, (ii) the availability under the European
Receivables Facility will not exceed $125,000,000 and (iii) there shall have
been delivered to the Administrative Agent true and correct copies of all
operative documents relating to the New Domestic Receivables Facility as well as
evidence as to the other matters set forth above in this Section 5.08(e).

                5.09    Subsidiaries Guaranty; Intercompany Subordination
Agreement. (a) On the Effective Date, each Subsidiary Guarantor shall have duly
authorized, executed and delivered the Subsidiaries Guaranty in the form of
Exhibit G (as amended, modified, restated and/or supplemented from time to time,
the "Subsidiaries Guaranty"), guaranteeing all of the Obligations of the
Borrower as more fully provided therein, and the Subsidiaries Guaranty shall be
in full force and effect.

                (b)     On the Effective Date, each Credit Party and each other
Subsidiary of the Borrower which is an obligee with respect to any Intercompany
Debt owed by a Credit Party shall have duly authorized, executed and delivered
the Intercompany Subordination Agreement in the form of Exhibit H (as amended,
modified, restated and/or supplemented from time to time, the "Intercompany
Subordination Agreement"), and the Intercompany Subordination Agreement shall be
in full force and effect.

                5.10    Pledge Agreement. On the Effective Date, each Credit
Party shall have duly authorized, executed and delivered the Pledge Agreement in
the form of Exhibit I (as amended, modified, restated and/or supplemented from
time to time, the "Pledge Agreement") and shall have delivered to the Collateral
Agent, as Pledgee thereunder, all of the Pledge Agreement Collateral, if any,
referred to therein and then owned by such Credit Party, (x)

                                      -40-
<PAGE>

endorsed in blank in the case of promissory notes constituting Pledge Agreement
Collateral and (y) together with executed and undated transfer powers in the
case of certificated Equity Interests constituting Pledge Agreement Collateral,
and the Pledge Agreement shall be in full force and effect.

                5.11    Security Agreement. On the Effective Date, each Credit
Party shall have duly authorized, executed and delivered the Security Agreement
in the form of Exhibit J (as amended, modified, restated and/or supplemented
from time to time, the "Security Agreement") covering all of each such Credit
Party's present and future Security Agreement Collateral referred to therein,
together with:

                (i)     proper financing statements (Form UCC-1 or the
        equivalent) fully executed (where required) for filing under the UCC or
        other appropriate filing offices of each jurisdiction as may be
        necessary or, in the reasonable opinion of the Collateral Agent
        desirable, to perfect the security interests purported to be created by
        the Security Agreement;

                (ii)    certified copies of Requests for Information or Copies
        (Form UCC-11), or equivalent reports, each of a recent date, listing all
        effective financing statements that name any Credit Party or any of its
        Domestic Subsidiaries as debtor and that are filed in the jurisdictions
        referred to in clause (i) above, together with copies of such other
        financing statements that name any Credit Party or any of its Domestic
        Subsidiaries as debtor (none of which shall cover any of the Collateral,
        except to the extent evidencing Permitted Liens or in respect of which
        the Collateral Agent shall have received termination statements (Form
        UCC-3) or such other termination statements as shall be required by
        local law fully executed (where required) for filing);

                (iii)   evidence of the completion of (or adequate provision
        for) all other recordings and filings of, or with respect to, the
        Security Agreement as may be necessary or, in the reasonable opinion of
        the Collateral Agent desirable, to perfect the security interests
        intended to be created by the Security Agreement; and

                (iv)    evidence that all other actions necessary or, in the
        reasonable opinion of the Collateral Agent desirable, to create,
        maintain, effect, perfect, preserve, maintain and protect the security
        interests purported to be created by the Security Agreement have been
        taken;

and the Security Agreement shall be in full force and effect.

                5.12    Mortgages; Title Insurance; Surveys; etc. On the
        Effective Date, the Collateral Agent shall have received:

                (i)     fully executed counterparts of Mortgages, in form and
        substance reasonably satisfactory to the Collateral Agent, which
        Mortgages shall cover such of the Real Property owned by the Credit
        Parties as are designated on Part A of Schedule IV as a Mortgaged
        Property, for recording in all places to the extent necessary or, in the
        reasonable opinion of the Collateral Agent desirable, to effectively
        create a valid and enforceable first priority mortgage lien on each
        Mortgaged Property in favor of the

                                      -41-
<PAGE>

        Collateral Agent (or such other trustee as may be required or desired
        under local law) for the benefit of the Secured Creditors, subject to
        Permitted Encumbrances related thereto and the Permitted Liens described
        in Sections 9.03(i), (ii), (vii) and (viii) related thereto
        (collectively referred to herein as the "Permitted Exceptions");

                (ii)    Mortgage Policies on the Mortgaged Properties issued by
        such title insurers reasonably satisfactory to the Collateral Agent in
        amounts mutually acceptable to the Collateral Agent and the Borrower
        assuring the Collateral Agent that the Mortgages on such Mortgaged
        Properties are valid and enforceable first priority mortgage liens on
        the respective Mortgaged Properties, free and clear of all defects and
        encumbrances except Permitted Exceptions and such Mortgage Policies
        shall otherwise be in form and substance reasonably satisfactory to the
        Collateral Agent and shall include, as appropriate and available, an
        endorsement for future advances under this Agreement and the Notes and
        for any other matter that the Collateral Agent may reasonably request,
        shall not include an exception for mechanics' liens or creditors'
        rights, and shall provide for affirmative insurance and such reinsurance
        (including direct access agreements) as the Collateral Agent may
        reasonably request and as shall be available;

                (iii)   to the extent currently available, surveys, in form and
        substance reasonably satisfactory to the Collateral Agent, of each
        Mortgaged Property and certified in a manner reasonably satisfactory to
        the Collateral Agent by a licensed professional surveyor reasonably
        satisfactory to the Collateral Agent; and

                (iv)    flood certificates covering each parcel of Mortgaged
        Property in form and substance reasonably acceptable to the Collateral
        Agent, addressed to the Collateral Agent in its capacity as such and
        certifying whether or not each such Mortgaged Property is located in a
        flood hazard area, as determined by designation of each such Mortgaged
        Property in a specific flood hazard zone by reference to the applicable
        FEMA map.

                5.13    Cash Collateral Agreement. On the Effective Date, the
Borrower shall have duly authorized, executed and delivered the Cash Collateral
Agreement in the form of Exhibit K (as amended, modified, restated and/or
supplemented from time to time, the "Cash Collateral Agreement"), and the Cash
Collateral Agreement shall be in full force and effect.

                5.14    Existing Indebtedness Agreements; Tax Allocation
Agreements. On or prior to the Effective Date, there shall have been delivered
to the Administrative Agent by the Borrower true and correct copies of the
following documents, certified as such by the Borrower:

                (i)     all agreements evidencing or relating to any Scheduled
        Existing Indebtedness of the Borrower or any of its Subsidiaries
        (collectively, the "Existing Indebtedness Agreements"), but only to the
        extent that the aggregate principal amount of any item of Scheduled
        Existing Indebtedness (including unused commitments in respect thereof)
        equals or exceed $10,000,000; and

                (ii)    all tax sharing and other tax allocation agreements
        entered into by the Borrower or any of its Subsidiaries (collectively,
        the "Tax Allocation Agreements");

                                      -42-
<PAGE>

all of which Existing Indebtedness Agreements and Tax Allocation Agreements
shall be in form and substance reasonably satisfactory to the Administrative
Agent and shall be in full force and effect on the Effective Date.

                5.15    Solvency Certificate; Insurance Certificates; etc. On
the Effective Date, the Administrative Agent shall have received:

                (i)     a solvency certificate in the form of Exhibit L from the
        chief financial officer of the Borrower, dated the Effective Date, and
        supporting the conclusion that, after giving effect to the Transaction
        and the incurrence of all financings contemplated herein, the Borrower
        (on a stand-alone basis), and the Borrower and its Subsidiaries (on a
        consolidated basis), in each case, are not insolvent and will not be
        rendered insolvent by the indebtedness incurred in connection herewith,
        will not be left with unreasonably small capital with which to engage in
        its or their respective businesses and will not have incurred debts
        beyond its or their ability to pay such debts as they mature and become
        due; and

                (ii)    evidence of insurance complying with the requirements of
        Section 8.03 for the business and properties of the Borrower and its
        Domestic Subsidiaries, in scope, form and substance reasonably
        satisfactory to the Administrative Agent and naming the Collateral Agent
        as an additional insured and/or loss payee, and stating that such
        insurance shall not be canceled or materially revised without at least
        30 days' prior written notice by the respective insurer to the
        Collateral Agent.

                5.16    Financial Statements; Pro Forma Financial Statements;
Projections. On or prior to the Effective Date, there shall have been delivered
to the Administrative Agent and the Lenders true and correct copies of the
historical and pro forma financial statements and the Projections referred to in
Sections 7.10(b) and (c), which historical and pro forma financial statements
and Projections shall be reasonably satisfactory to the Administrative Agent and
the Required Lenders.

                5.17    Payment of Fees. On the Effective Date, all costs, fees
and expenses, and all other compensation due to the Administrative Agent and the
Lenders (including, without limitation, legal fees and expenses) shall have been
paid to the extent then due.

                SECTION 6. Conditions Precedent to All Credit Events. The
obligation of each Lender to make Loans (including Loans made on the Effective
Date, but excluding Mandatory Borrowings made after the Effective Date, which
shall be made as provided in Section 1.01(d)) and the obligation of an Issuing
Lender to issue any Letter of Credit (including Letters of Credit issued on the
Effective Date), is subject, at the time of each such Credit Event (except as
hereinafter indicated), to the satisfaction of the following conditions:

                6.01    Effective Date. The Effective Date shall have occurred.

                6.02    No Default; Representations and Warranties. At the time
of each such Credit Event and immediately after giving effect thereto (i) there
shall exist no Default or Event of Default and (ii) all representations and
warranties contained herein and in each other Credit Document shall be true and
correct in all material respects with the same effect as though such

                                      -43-
<PAGE>

representations and warranties had been made on the date of such Credit Event
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).

                6.03    Notice of Borrowing; Letter of Credit Request; etc. (a)
Prior to the making of each Loan (excluding Swingline Loans and Mandatory
Borrowings), the Administrative Agent shall have received a Notice of Borrowing
meeting the requirements of Section 1.03(a). Prior to the making of any
Swingline Loan, the Swingline Lender shall have received a Notice of Borrowing
meeting the requirements of Section 1.03(b)(i).

                (b)     Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.03(a).

                6.04    No Excess Cash. The obligation of each Lender to make
Revolving Loans and CL Loans, and the obligation of the Swingline Lender to make
Swingline Loans, in each case, shall be subject to the satisfaction of the
condition that at the time of the making of each such Revolving Loan, CL Loan or
Swingline Loan and immediately after giving effect thereto, the Borrower and its
Subsidiaries shall not hold collected and Unrestricted cash and Cash Equivalents
in an aggregate amount (after giving effect to the incurrence of such Credit
Event and the application of proceeds therefrom and the application of any other
cash or Cash Equivalents on hand (to the extent such proceeds and/or other cash
or Cash Equivalents are actually utilized by the Borrower and/or any other
Subsidiary of the Borrower on the respective date of incurrence of the
respective Credit Event for a permitted purpose other than an investment in Cash
Equivalents)) in excess of $50,000,000.

                The occurrence of the Effective Date and the acceptance of the
benefits or proceeds of each Credit Event on or after the Effective Date shall
constitute a representation and warranty by the Borrower to the Administrative
Agent and each of the Lenders that all the conditions specified in Section 5
(with respect to Credit Events occurring on the Effective Date) and Section 6
(with respect to Credit Events on and after the Effective Date) and applicable
to such Credit Event (other than such conditions that are expressly subject to
the satisfaction of the Administrative Agent and/or the Required Lenders) exist
as of that time. All of the Notes, certificates, legal opinions and other
documents and papers referred to in Sections 5 and 6, unless otherwise
specified, shall be delivered to the Administrative Agent at the Notice Office
for the account of each of the Lenders and, except for the Notes, with as many
counterparts or copies as the Administrative Agent may reasonably request and
shall be in form and substance reasonably satisfactory to the Administrative
Agent and the Required Lenders.

                SECTION 7. Representations and Warranties. In order to induce
the Lenders to enter into this Agreement, to make the Loans, fund the
Credit-Linked Deposits, and issue and/or participate in the Letters of Credit as
provided for herein, the Borrower makes the following representations,
warranties and agreements with the Lenders, in each case after giving effect to
the Transaction, all of which shall survive the execution and delivery of this
Agreement, the making of the Loans, the funding of the Credit-Linked Deposits
and the issuance of the Letters of Credit (with the occurrence of the Effective
Date and each Credit Event on or after the

                                      -44-
<PAGE>

Effective Date being deemed to constitute a representation and warranty that the
matters specified in this Section 7 are true and correct in all material
respects on and as of the Effective Date and on and as of the date of each such
Credit Event, unless stated to relate to a specific earlier date in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date):

                7.01    Company Status. Each of the Borrower and each of its
Subsidiaries (i) is a duly organized and validly existing Company in good
standing (or its equivalent) under the laws of the jurisdiction of its
organization except where the failure to be so duly organized, validly existing
and in good standing in the case of a Foreign Subsidiary of the Borrower, either
individually or in the aggregate, has not had, or could not reasonably be
expected to have, a Material Adverse Effect, (ii) has the Company power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (iii) is duly qualified and
is authorized to do business and is in good standing (or its equivalent) in all
jurisdictions where it is required to be so qualified (or its equivalent) and
where the failure to be so qualified, either individually or in the aggregate,
has had, or could reasonably be expected to have, a Material Adverse Effect.

                7.02    Company Power and Authority. Each Credit Party has the
Company power and authority to execute, deliver and carry out the terms and
provisions of the Documents to which it is a party and has taken all necessary
Company action to authorize the execution, delivery and performance of the
Documents to which it is a party. Each Credit Party has duly executed and
delivered each Document to which it is a party and each such Document
constitutes the legal, valid and binding obligation of such Credit Party
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws generally affecting creditors' rights
and by equitable principles (regardless of whether enforcement is sought in
equity or at law).

                7.03    No Violation. Neither the execution, delivery or
performance by any Credit Party of the Documents to which it is a party, nor
compliance by any Credit Party with the terms and provisions thereof, nor the
consummation of the transactions contemplated herein or therein, (i) will
contravene any provision of any applicable law, statute, rule or regulation, or
any order, writ, injunction or decree of any court or governmental
instrumentality, (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 (other than pursuant to the Security Documents
and the New Domestic Receivables Facility) result in the creation or imposition
of (or the obligation to create or impose) any Lien upon any of the property or
assets of the Borrower or any of its Subsidiaries pursuant to the terms of any
material indenture, mortgage, deed of trust, loan agreement, credit agreement or
any other material agreement, contract or instrument to which the Borrower or
any of its Subsidiaries is a party or by which it or any of its material
property or assets are bound or to which it may be subject (including, without
limitation, the Existing Indebtedness Agreements), or (iii) will violate any
provision of the certificate of incorporation, by-laws, certificate of
partnership, partnership agreement, certificate of limited liability company,
limited liability company agreement or equivalent organizational document, as
the case may be, of the Borrower or any of its Subsidiaries.

                                      -45-
<PAGE>

                7.04    Litigation. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of the Borrower, threatened in
writing (i) with respect to any Credit Document or (ii) with respect to any
other matter, that, either individually or in the aggregate, have had, or could
reasonably be expected to have, a Material Adverse Effect.

                7.05    Use of Proceeds; Margin Regulations. (a) All proceeds of
Loans, and all Letters of Credit issued hereunder, shall be used for the
Borrower's and its Subsidiaries' ongoing working capital requirements, for
Capital Expenditures and other general corporate purposes.

                (b)     No part of any Credit Event (or the proceeds thereof)
will be used to purchase or carry any Margin Stock or to extend credit for the
purpose of purchasing or carrying any Margin Stock. Neither the making of any
Loan nor the use of the proceeds thereof nor the occurrence of any other Credit
Event will violate or be inconsistent with the provisions of Regulation T,
Regulation U or Regulation X.

                7.06    Governmental Approvals. Except as may have been obtained
or made on or prior to the Effective Date (and which remain in full force and
effect on the Effective Date), no order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by, any domestic or foreign governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required in
connection with (i) the execution, delivery and performance of any Document or
(ii) the legality, validity, binding effect or enforceability of any Document.

                7.07    Investment Company Act. Neither the Borrower nor any of
its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

                7.08    Public Utility Holding Company Act. Neither the Borrower
nor any of its Subsidiaries is a "holding company" or a "subsidiary company" of
a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                7.09    True and Complete Disclosure. All factual information
(taken as a whole) furnished by or on behalf of the Borrower or any of its
Subsidiaries in writing to the Administrative Agent or any Lender (including,
without limitation, all information contained in the Documents) for purposes of
or in connection with this Agreement and the Transaction is, and all other such
factual information (taken as a whole) hereafter furnished by or on behalf of
the Borrower or any of its Subsidiaries in writing to the Administrative Agent
or any Lender will be, true and accurate in all material respects on the date as
of which such information is dated or certified and not incomplete by omitting
to state any material fact necessary to make such information (taken as a whole)
not misleading in any material respect at such time in light of the
circumstances under which such information was provided.

                7.10    Financial Condition; Financial Statements. (a) On and as
of the Effective Date, on a pro forma basis after giving effect to the
Transaction and to all Indebtedness (including the Loans and the New Senior
Notes) incurred, and to be incurred, and Liens created, and to be created, by
each Credit Party in connection therewith, with respect to the Borrower (on

                                      -46-
<PAGE>

a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated
basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a
stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated
basis) will exceed its or their debts, (y) it has or they have not incurred nor
intended to, nor believes or believe that it or they will, incur debts beyond
its or their ability to pay such debts as such debts mature and (z) it or they
will have sufficient capital with which to conduct its or their business. For
purposes of this Section 7.10(a), "debt" means any liability on a claim, and
"claim" means (i) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured. The amount of contingent liabilities at any time shall be computed
as the amount that, in the light of all facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual
or matured liability.

                (b)     (i) The consolidated balance sheets of the Borrower for
its fiscal year ended December 31, 2003 and its fiscal quarter ended March 31,
2004 and the related consolidated statements of income and cash flows and
changes in shareholders' equity of the Borrower for the fiscal year and fiscal
quarter ended on such dates, in each case furnished to the Lenders prior to the
Effective Date, present fairly in all material respects the consolidated
financial position of the Borrower and its Subsidiaries at the date of said
balance sheets and the consolidated results of their operations for the
respective periods covered thereby. All of the foregoing financial statements
have been prepared in accordance with U.S. GAAP consistently applied (except, in
the case of the aforementioned quarterly financial statements, for normal
year-end audit adjustments and the absence of footnotes).

                (ii)    The pro forma consolidated balance sheet of the Borrower
as of March 31, 2004 (after giving effect to the Transaction and the financing
therefor) and the related pro forma consolidated statements of income of the
Borrower for the twelve-month period ended on March 31, 2004 (after giving
effect to the Transaction and the financing therefor), copies of which have been
furnished to the Lenders prior to the Effective Date, present fairly in all
material respects the pro forma consolidated financial position of the Borrower
and its Subsidiaries as of March 31, 2004 and the pro forma consolidated results
of the operations of the Borrower and its Subsidiaries for the period covered
thereby. All of the foregoing pro forma financial statements have been prepared
on a basis consistent with the historical financial statements of the Borrower
set forth in preceding clause (i).

                (c)     Since December 31, 2003 (but after giving effect to the
Transaction as if same had occurred immediately prior thereto), there has been
no change in the business, operations, liabilities, assets, property or
condition (financial or otherwise) of the Borrower or any of its Subsidiaries
that has had, or could reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.

                (d)     Except as reflected or disclosed in the financial
statements described in Section 7.10(b) and as otherwise permitted by Section
9.04, there were as of the Effective Date (and after giving effect to any Loans
made on such date), no liabilities or obligations with respect to the Borrower
or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued,

                                      -47-
<PAGE>

contingent or otherwise and whether or not due) which, either individually or in
the aggregate, could reasonably be expected to be material to the Borrower and
its Subsidiaries taken as a whole.

                (e)     The Projections have been prepared on a basis consistent
with the financial statements referred to in Section 7.10(b) and are based on
reasonable good faith estimates and assumptions made by the management of the
Borrower, and on the Effective Date, the Borrower believes that the Projections
are reasonable and attainable, it being recognized by the Lenders that such
projections of future events are not to be viewed as facts and that actual
results during the period or periods covered by any such Projections may differ
from the projected results contained therein.

                7.11    Security Interests. On and after the Effective Date,
each of the Security Documents creates (or after the execution, delivery and
recordation (if applicable) thereof will create), as security for the
Obligations covered thereby, a valid and enforceable perfected security interest
in and Lien on all of the Collateral subject thereto, without prejudice to any
statutory priority rights, superior to and prior to the rights of all third
Persons, and subject to no other Liens (except that (i) the Security Agreement
Collateral may be subject to Permitted Liens related thereto, and (ii) the
security interest and mortgage lien created on any Mortgaged Property may be
subject to the Permitted Exceptions related thereto, in favor of the Collateral
Agent (or such other trustee or sub-agent or any other third party as may be
required or desired under local law or, if required by local law, the Secured
Creditors). No filings or recordings or other formalities are required in order
to perfect and/or render enforceable as against third parties the security
interests created under any Security Document except for filings or recordings
required in connection with any such Security Document which shall have been
made on or prior to the Effective Date or on or prior to the execution and
delivery thereof as contemplated by Sections 8.11 (but in the case of an
Additional Mortgage, immediately following the execution and delivery thereof),
8.12, 8.15 and 9.13.

                7.12    Compliance with ERISA. (a) Each Plan (and each related
trust, insurance contract or fund) is in compliance with its terms and with all
applicable laws, including, without limitation, ERISA and the Code, except to
the extent that any such noncompliances, either individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. Except as, either individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect: (1) each Plan (and each
related trust, if any) which is intended to be qualified under Section 401(a) of
the Code has received a determination letter from the Internal Revenue Service
to the effect that it meets the requirements of Sections 401(a) and 501(a) of
the Code (or has submitted, or is within the remedial amendment period for
submitting an application for a determination letter with the Internal Revenue
Service, and is awaiting receipt of a response); (2) no Reportable Event has
occurred; (3) no Multiemployer Plan is insolvent or in reorganization; (4) no
Plan has an Unfunded Current Liability; (5) no Plan which is subject to Section
412 of the Code or Section 302 of ERISA has an accumulated funding deficiency,
within the meaning of such sections of the Code or ERISA, or has applied for or
received a waiver of an accumulated funding deficiency or an extension of any
amortization period, within the meaning of Section 412 of the Code or Section
303 or 304 of ERISA; (6) all required contributions to be made by the Borrower,
its Subsidiaries or ERISA Affiliates with respect to a Plan and each
Multiemployer Plan have been timely made; (7) to the

                                      -48-
<PAGE>

knowledge of the Borrower, neither the Borrower nor any Subsidiary of the
Borrower nor any ERISA Affiliate has incurred any liability (including any
indirect, contingent or secondary liability) to or on account of a Plan or a
Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or reasonably expects to incur any such liability under any of the
foregoing sections with respect to any Plan or a Multiemployer Plan; (8) to the
knowledge of the Borrower, no condition exists which presents a material risk to
the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of
incurring a liability to or on account of a Plan or a Multiemployer Plan
pursuant to the foregoing provisions of ERISA and the Code; (9) no proceedings
have been instituted to terminate or appoint a trustee to administer any Plan
which is subject to Title IV of ERISA pursuant to Section 4042 of ERISA; (10) no
action, suit, proceeding, hearing, audit or investigation with respect to the
administration, operation or the investment of assets of any Plan (other than
routine claims for benefits) is pending, expected or, to the knowledge of the
Borrower, threatened; (11) using actuarial assumptions and computation methods
consistent with Part 1 of subtitle E of Title IV of ERISA, the Borrower and its
Subsidiaries and its ERISA Affiliates would not incur any liability to any
Multiemployer Plans in the event of an actual withdrawal from all Multiemployer
Plans by the Borrower, its Subsidiaries or ERISA Affiliates, as of the close of
the most recent fiscal year of each such Multiemployer Plan ended prior to the
date of the most recent Credit Event; (12) each group health plan (as defined in
Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has
covered employees or former employees of the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate has at all times been operated in compliance
with the provisions of Part 6 of subtitle B of Title I of ERISA and Section
4980B of the Code; (13) each group health plan (as defined in 45 Code of Federal
Regulations Section 160.103) which covers or has covered employees or former
employees of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
has at all times been operated in compliance with the provisions of the Health
Insurance Portability and Accountability Act of 1996 and the regulations
promulgated thereunder; (14) no lien imposed under the Code or ERISA on the
assets of the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
by a governmental authority exists or is reasonably likely to arise on account
of any Plan or Multiemployer Plan; and (15) neither the Borrower nor any of its
Subsidiaries has incurred any liability pursuant to any employee welfare benefit
plan (as defined in Section 3(1) of ERISA) which provides benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA).

                (b)     Except as, either individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect: (1)
each Foreign Pension Plan has been maintained in compliance with its terms and
with the requirements of any and all applicable laws, statutes, rules,
regulations and orders and has been maintained, where required, in good standing
with applicable regulatory authorities; (2) all required contributions with
respect to a Foreign Pension Plan have been timely made; (3) neither the
Borrower nor any of its Subsidiaries has incurred any obligation in connection
with the termination of or withdrawal from any Foreign Pension Plan that has not
been satisfied in full; and (4) the present value of the accrued benefit
liabilities (whether or not vested) under each Foreign Pension Plan, required
under applicable law to be funded, determined as of the end of the Borrower's
most recently ended fiscal year on the basis of actuarial assumptions, each of
which is reasonable, did not exceed the current value of the assets of such
Foreign Pension Plan allocable to such benefit liabilities.

                                      -49-
<PAGE>

                7.13    Capitalization. On the Effective Date, the authorized
capital stock of the Borrower shall consist of (i) 500,000,000 shares of common
stock, $0.01 par value per share, and (ii) 250,000 shares of preferred stock, no
par value, of which no preferred shares are issued or outstanding on the
Effective Date. All outstanding shares of the Borrower's capital stock have been
duly and validly issued, are fully paid and nonassessable and free of preemptive
rights. The Borrower does not have outstanding any securities convertible into
or exchangeable for its capital stock or outstanding any rights to subscribe for
or to purchase, or any options for the purchase of, or any agreement providing
for the issuance (contingent or otherwise) of, or any calls, commitments or
claims of any character relating to, its capital stock or any stock appreciation
or similar rights, except for (i) rights to purchase or receive shares of the
Borrower's common stock or Qualified Preferred Stock and options or warrants to
purchase shares of the Borrower's common stock and Qualified Preferred Stock, in
each case which may be issued from time to time, and (ii) Indebtedness and
shares of the Borrower's Qualified Preferred Stock which may be convertible into
shares of the Borrower's common stock from time to time.

                7.14    Subsidiaries. On and as of the Effective Date, the
Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule V.
Schedule V sets forth, as of the Effective Date, (i) the percentage ownership
(direct and indirect) of the Borrower in each class of capital stock or other
Equity Interests of each of its Subsidiaries and also identifies the direct
owner thereof, (ii) the jurisdiction of organization of each such Subsidiary,
and (iii) whether such Subsidiary is a Subsidiary Guarantor. All outstanding
shares of capital stock or other Equity Interests of each Subsidiary of the
Borrower have been duly and validly issued, are fully paid and non-assessable
(to the extent applicable in the jurisdiction of organization of such
Subsidiary) and, in the case of Non-Wholly-Owned Subsidiaries of the Borrower,
have been issued free of preemptive rights. No Subsidiary of the Borrower has
outstanding any securities convertible into or exchangeable for its capital
stock or other Equity Interests or outstanding any right to subscribe for or to
purchase, or any options or warrants for the purchase of, or any agreement
providing for the issuance (contingent or otherwise) of or any calls,
commitments or claims of any character relating to, its capital stock or other
Equity Interests or any stock appreciation or similar rights. Except for the
existing investments described on Schedule VI, as of the Effective Date, neither
the Borrower nor any of its Subsidiaries owns or holds, directly or indirectly,
any capital stock or other Equity Interests of any Person other than its
Subsidiaries indicated on Schedule V.

                7.15    Intellectual Property. Each of the Borrower and each of
its Subsidiaries owns or has the right to use all domestic and foreign patents,
trademarks, service marks, trade names, permits, domain names, copyrights,
licenses, franchises, trade secrets, proprietary information and know-how of any
type, whether or not written (including, but not limited to, rights in computer
programs and databases), or rights with respect to the foregoing that is, in
each case, necessary for the conduct of its business, without any known conflict
with the rights of others which, or the failure to obtain which, as the case may
be, either individually or in the aggregate, has had, or could reasonably be
expected to have, a Material Adverse Effect.

                7.16    Compliance with Statutes; Agreements, etc. Each of the
Borrower and each of its Subsidiaries is in compliance with (i) all applicable
statutes, regulations, rules and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property and (ii) all

                                      -50-
<PAGE>

contracts and agreements to which it is a party, except such non-compliances as
have not had, and could not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect.

                7.17    Environmental Matters. Except as could not reasonably be
expected to result in, either individually or in the aggregate, a Material
Adverse Effect: (i) each of the Borrower and each of its Subsidiaries has
complied with, and on the date of each Credit Event is in compliance with, all
applicable Environmental Laws and the requirements of any permits issued under
such Environmental Laws and neither the Borrower nor any of its Subsidiaries is
liable for any penalties, fines or forfeitures for failure to comply with any of
the foregoing; (ii) there are no pending Environmental Claims or, to the
knowledge of any senior or executive officer of the Borrower, Environmental
Claims threatened in writing against the Borrower or any of its Subsidiaries or
any Real Property owned, leased or operated by the Borrower or any of its
Subsidiaries (including, to the knowledge of any senior or executive officer of
the Borrower, any such claim arising out of the ownership, lease or operation by
the Borrower or any of its Subsidiaries of any Real Property formerly owned,
leased or operated by the Borrower or any of its Subsidiaries but no longer
owned, leased or operated by the Borrower or any of its Subsidiaries); and (iii)
there are no facts, circumstances, conditions or occurrences on or arising from
any Real Property owned, leased or operated by the Borrower or any of its
Subsidiaries (including, to the knowledge of any senior or executive officer of
the Borrower, any Real Property formerly owned, leased or operated by the
Borrower or any of its Subsidiaries but no longer owned, leased or operated by
the Borrower or any of its Subsidiaries) or relating to the past or present
operations of the Borrower or any of its Subsidiaries that could reasonably be
expected (x) to form the basis of an Environmental Claim against the Borrower or
any of its Subsidiaries or any such Real Property or (y) to cause any such Real
Property to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property by the Borrower or any of its Subsidiaries
under any applicable Environmental Law.

                7.18    Properties. All Real Property owned by the Credit
Parties, and all material Leaseholds leased by the Credit Parties, in each case
as of the Effective Date and the nature of the interest therein, is set forth in
Schedule IV. Each of the Borrower and each of its Subsidiaries has good title
to, or a valid leasehold interest in, all material properties owned or leased by
it, free and clear of all Liens, other than Permitted Liens.

                7.19    Labor Relations. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that has had, or could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. There is (i) no unfair labor practice complaint pending
against the Borrower or any of its Subsidiaries or, to the knowledge of the
Borrower, threatened against any of them, before the National Labor Relations
Board or any similar foreign tribunal or agency, and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending against the Borrower or any of its Subsidiaries or, to the knowledge of
the Borrower, threatened against any of them, (ii) no strike, labor dispute,
slowdown or stoppage pending against the Borrower or any of its Subsidiaries or,
to the knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries and (iii) no union representation question existing with respect to
the employees of the Borrower or any of its Subsidiaries and no union organizing
activities are taking place, except (with respect to

                                      -51-
<PAGE>

any matter specified in clause (i), (ii) or (iii) above, either individually or
in the aggregate) such as has not had, or could reasonably be expected to have,
a Material Adverse Effect.

                7.20    Tax Returns and Payments. Each of the Borrower and each
of its Subsidiaries has timely filed (including applicable extensions) with the
appropriate taxing authority, all federal and other material returns,
statements, forms and reports for taxes (the "Returns") required to be filed by
or with respect to the income, properties or operations of the Borrower and each
of its Subsidiaries. The Returns accurately reflect in all material respects all
liability for taxes of the Borrower and each of its Subsidiaries as a whole for
the periods covered thereby. The Borrower and each of its Subsidiaries have paid
all material taxes payable by them other than those contested in good faith and
adequately disclosed and for which adequate reserves have been established in
accordance with U.S. GAAP. Except as, and to the extent, set forth on Schedule
XI, there is no action, suit, proceeding, investigation, audit, or claim now
pending or, to the knowledge of the Borrower, threatened by any authority
regarding any taxes relating to the Borrower or any of its Subsidiaries which,
if adversely determined, either individually or in the aggregate, could
reasonably be expected to result in a material liability to the Borrower and its
Subsidiaries taken as a whole.

                7.21    Scheduled Existing Indebtedness. Schedule VII sets forth
all Indebtedness of the Borrower and its Subsidiaries as of the Effective Date
(or such other date, if any, set forth in such Schedule VII) and which is to
remain outstanding immediately after giving effect to the Transaction and the
incurrence of Loans on such date (exclusive of Indebtedness pursuant to this
Agreement, the other Credit Documents and the New Senior Notes Documents), in
each case showing the aggregate principal amount thereof (and the aggregate
amount of any undrawn commitments with respect thereto) and the name of the
respective borrower and any other entity which directly or indirectly guarantees
such debt. Part A of Schedule VII lists all Indebtedness as described in the
immediately preceding sentence which is owed to Persons other than the Borrower
or any of its Subsidiaries (after giving effect to the consummation of the
Transaction) (with all of such Indebtedness being herein called "Third Party
Scheduled Existing Indebtedness") and Part B of Schedule VII lists all
Indebtedness as described in the immediately preceding sentence which is owed to
the Borrower and its Subsidiaries (after giving effect to the Transaction) (with
all of such Indebtedness being herein called "Intercompany Scheduled Existing
Indebtedness").

                7.22    Insurance. Schedule VIII sets forth a summary of all
insurance maintained by the Borrower and its Subsidiaries (other than local
insurance policies maintained by Foreign Subsidiaries of the Borrower that are
not material) on and as of the Effective Date, with the amounts insured (and any
deductibles) set forth therein.

                7.23    Special Purpose Corporation. AIC conducts no material
operations other than acting as a captive insurance company solely for the
Borrower and its Subsidiaries as conducted on the Effective Date and has no
material liabilities or assets other than (x) claims of the Borrower and its
Subsidiaries and (y) assets necessary to satisfy such claims.

                SECTION 8. Affirmative Covenants. The Borrower hereby covenants
and agrees that as of the Effective Date and thereafter for so long as this
Agreement is in effect and until the Total Commitment and all Letters of Credit
have been terminated (or, in the case of

                                      -52-
<PAGE>

Letters of Credit only, supported by backstop letters of credit or cash
collateral, in either case on terms reasonably acceptable to the Administrative
Agent and the respective Issuing Lenders), and the Loans, Notes and Unpaid
Drawings, together with interest, Fees and all other Obligations (other than any
indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder, are paid in full:

                8.01    Information Covenants. The Borrower will furnish, or
will cause to be furnished, to the Administrative Agent for distribution to each
Lender:

                (a)     Monthly Reports. Within 30 days after the close of each
fiscal month of the Borrower (other than the last fiscal month of each quarterly
accounting period of the Borrower) (commencing with the fiscal month ending July
31, 2004), the consolidated balance sheet of the Borrower and its Subsidiaries
as at the end of such fiscal month and the related consolidated statements of
income and cash flows for such fiscal month and for the elapsed portion of the
fiscal year ended with the last day of such fiscal month, setting forth
comparative figures for the corresponding fiscal month in the prior fiscal year,
all of which shall be certified by the chief financial officer or other
Authorized Officer of the Borrower that they fairly present in all material
respects the consolidated financial condition of the Borrower and its
Subsidiaries as of the dates indicated and the consolidated results of their
operations for the periods indicated, subject to normal year-end audit
adjustments and the absence of footnotes.

                (b)     Quarterly Financial Statements. Within 45 days after the
close of the first three fiscal quarters in each fiscal year of the Borrower
(commencing with the fiscal quarter ending June 30, 2004), (i) the consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
quarter, the related consolidated statements of income for such fiscal quarter
and for the elapsed portion of the fiscal year ended with the last day of such
fiscal quarter and the related consolidated statements of shareholder's equity
and cash flows for the elapsed portion of the fiscal year ended with the last
day of such fiscal quarter and (in each case) setting forth comparative figures
for the corresponding periods for the prior fiscal year, all of which shall be
certified by the chief financial officer or other Authorized Officer of the
Borrower that they fairly present in all material respects in accordance with
U.S. GAAP the consolidated financial condition of the Borrower and its
Subsidiaries as of the dates indicated and the consolidated results of their
operations and/or changes in their cash flows for the periods indicated, subject
to normal year-end audit adjustments and the absence of footnotes, and (ii)
management's discussion and analysis of the important operational and financial
developments during such fiscal quarter.

                (c)     Annual Financial Statements. Within 90 days after the
close of each fiscal year of the Borrower, (i) the consolidated balance sheet of
the Borrower and its Subsidiaries as at the end of such fiscal year and the
related consolidated statements of income and shareholder's equity and statement
of cash flows for such fiscal year and setting forth comparative consolidated
figures for the preceding fiscal year, together with a certification by KPMG
LLP, another "Big Four" independent certified public accounting firm or such
other independent certified public accountants of recognized national standing
as shall be reasonably acceptable to the Administrative Agent, in each case to
the effect that (I) such statements fairly present in all material respects the
consolidated financial condition of the Borrower and its Subsidiaries as of the
dates indicated and the results of their consolidated operations and changes in
financial

                                      -53-
<PAGE>

position for the periods indicated in conformity with U.S. GAAP applied on a
basis consistent with prior years except as disclosed therein, and (II) in the
course of its regular audit of the business of the Borrower and its
Subsidiaries, which audit was conducted in accordance with the standards of the
Public Company Accounting Oversight Board, no Default or Event of Default under
Section 9.08 or 9.09 has occurred and is continuing that has come to their
attention or, if such a Default or an Event of Default has come to their
attention, a statement as to the nature thereof (which report shall be without a
"going concern" or like qualification or exception and without any qualification
or exception as to the scope of such audit), and (ii) management's discussion
and analysis of the important operational and financial developments during such
fiscal year.

                (d)     Budgets, etc. A budget in form reasonably satisfactory
to the Administrative Agent (including budgeted statements of income, sources
and uses of cash and balance sheets) prepared by the Borrower (i) for each of
the four fiscal quarters of such fiscal year prepared in detail and delivered
not more than 45 days after the commencement of each fiscal year of the Borrower
and (ii) for each of the immediately succeeding fiscal years through at least
the Final Maturity Date prepared in summary form and delivered at any time after
the commencement of each fiscal year of the Borrower and prior to the last day
of such fiscal year of the Borrower, in each case, on a consolidated basis for
the Borrower and its Subsidiaries and setting forth, with appropriate
discussion, the principal assumptions upon which such budgets are based.

                (e)     Officer's Certificates. At the time of the delivery of
the financial statements provided for in Sections 8.01(a), (b) and (c), a
certificate of the chief financial officer or other Authorized Officer of the
Borrower to the effect that no Default or Event of Default exists or, if any
Default or Event of Default does exist, specifying the nature and extent
thereof, and which certificate shall (i) if delivered in connection with the
financial statements required by Section 8.01(b) or (c), set forth (x) in
reasonable detail the calculations required to establish whether the Borrower
and its Subsidiaries were in compliance with the provisions of Sections 3.03(b),
4.02(b) and (c), 9.02, 9.03, 9.04, 9.05, 9.06, 9.08 and 9.09 as at the end of
such fiscal quarter or fiscal year, as the case may be, and (ii) certify that
there have been no changes to Annexes A through D, F and H through K of the
Security Agreement, Annexes A through G of the Pledge Agreement and the annexes
or schedules to any other Security Document, in each case since the Effective
Date or, if later, since the date of the most recent certificate delivered
pursuant to this Section 8.01(e), or if there have been any such changes, a list
in reasonable detail of such changes (but, in each case with respect to this
clause (ii), only to the extent that such changes are required to be reported to
the Collateral Agent pursuant to the terms of such Security Documents) and
whether the Credit Parties have otherwise taken all actions required to be taken
by them pursuant to such Security Documents in connection with any such changes.

                (f)     Notice of Default or Litigation. Promptly, and in any
event within three Business Days after any senior or executive officer of the
Borrower or any Subsidiary thereof obtains knowledge thereof, notice of (i) the
occurrence of any event which constitutes a Default or an Event of Default,
which notice shall specify the nature and period of existence thereof and what
action the Borrower or such Subsidiary proposes to take with respect thereto,
(ii) any litigation or proceeding pending or threatened in writing against the
Borrower or any of its Subsidiaries which, either individually or in the
aggregate, has had, or could reasonably be

                                      -54-
<PAGE>

expected to have, a Material Adverse Effect, (iii) any governmental
investigation pending or threatened in writing against the Borrower or any of
its Subsidiaries which, either individually or in the aggregate, has had, or
could reasonably to have, a Material Adverse Effect, and (iv) any other event,
change or circumstance which, either individually or in the aggregate, has had,
or could reasonably be expected to have, a Material Adverse Effect.

                (g)     Management Letters. Promptly upon receipt thereof, a
copy of any "management letter" submitted to the Borrower or any of its
Subsidiaries by its independent accountants in connection with any annual,
interim or special audit made by them of the financial statements of the
Borrower or any of its Subsidiaries identifying a material weakness or
deficiency in the system of internal controls or financial reporting of the
Borrower or any of its Subsidiaries and management's responses thereto.

                (h)     Environmental Matters. Within ten Business Days after
any senior or executive officer of the Borrower or any Subsidiary thereof
obtains knowledge of any of the following (but only to the extent that any of
the following, either individually or in the aggregate, has had, or could
reasonably be expected to have, a Material Adverse Effect), written notice of:

                (i)     any pending Environmental Claim or any Environmental
        Claim threatened in writing (in either case) against the Borrower or any
        of its Subsidiaries or any Real Property owned, leased or operated by
        the Borrower or any of its Subsidiaries;

                (ii)    any condition or occurrence on any Real Property owned,
        leased or operated by the Borrower or any of its Subsidiaries that (x)
        results in noncompliance by the Borrower or any of its Subsidiaries with
        any applicable Environmental Law or (y) could reasonably be expected to
        form the basis of an Environmental Claim against the Borrower or any of
        its Subsidiaries or any such Real Property;

                (iii)   any condition or occurrence on any Real Property owned,
        leased or operated by the Borrower or any of its Subsidiaries that could
        reasonably be expected to cause such Real Property to be subject to any
        restrictions on the ownership, lease, occupancy, use or transferability
        by the Borrower or such Subsidiary, as the case may be, of such Real
        Property under any Environmental Law except for deed restrictions that
        have as their only effect a limitation on the use of any Real Property
        to industrial and/or commercial uses; and

                (iv)    the taking of any removal or remedial action in response
        to the actual or alleged presence of any Hazardous Material on any Real
        Property owned, leased or operated by the Borrower or any of its
        Subsidiaries.

All such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and the
Borrower's or such Subsidiary's response or proposed response thereto. In
addition, the Borrower agrees to provide the Lenders with copies of such
detailed reports relating to the subject matter of any of the matters set forth
in clauses (i)-(iv) above as may reasonably be requested by the Administrative
Agent or the Required Lenders.

                                      -55-
<PAGE>

                (i)     Reports. Within 3 Business Days following transmission
thereof, copies of any public filings and registrations with, and reports to,
the SEC by the Borrower or any of its Subsidiaries (other than Form 4's and Form
5's and their equivalents) and copies of all financial statements, proxy
statements, notices and reports as the Borrower or any of its Subsidiaries shall
send generally to the holders of its Existing Senior Notes, New Senior Notes or
any of their other Indebtedness (other than the Receivables Facilities) in an
aggregate principal amount of $10,000,000 or more or to the holders of the
Borrower's Equity Interests in their capacity as such holders (to the extent not
theretofore delivered to the Lenders pursuant to this Agreement).

                (j)     Notice of Asset Sales and Recovery Events. At the time
of any Asset Sale or Recovery Event requiring a prepayment pursuant to Section
4.02(b) or (c), as the case may be, or a deposit pursuant to the Cash Collateral
Agreement, written notice (i) describing the asset or assets subject to such
Asset Sale or Recovery Event, (ii) setting forth the aggregate Net Sale Proceeds
or Net Insurance Proceeds received therefrom, as the case may be, and (iii)
setting forth the required or intended (as applicable) application of such Net
Sale Proceeds or Net Insurance Proceeds received therefrom, as the case may be.

                (k)     Other Information. From time to time, such other
information or documents (financial or otherwise) with respect to the Borrower
or any of its Subsidiaries as the Administrative Agent or any Lender may
reasonably request.

                8.02    Books, Records and Inspections; Annual Meetings. (a) The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and accounts in which full, true and correct entries which permit the
preparation of financial statements in accordance with U.S. GAAP and which
conform in all material respects to all requirements of law, shall be made of
all dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit officers and
designated representatives of the Administrative Agent or the Required Lenders
to visit and inspect, under guidance of officers of the Borrower or such
Subsidiary, any of the properties of the Borrower or such Subsidiary, and to
examine the books of account of the Borrower or such Subsidiary and discuss the
affairs, finances and accounts of the Borrower or such Subsidiary with, and be
advised as to the same by, its and their officers and independent accountants,
all upon reasonable prior notice and at such reasonable times and intervals and
to such reasonable extent as the Administrative Agent or the Required Lenders
may reasonably request.

                (b)     At a date to be mutually agreed upon between the
Administrative Agent and the Borrower occurring on or prior to the 120th day
after the close of each fiscal year of the Borrower, the Borrower will, at the
request of the Administrative Agent, hold a meeting (which meeting, to the
extent agreed to by the Administrative Agent, may be by teleconference) to which
all of the Lenders have been invited and at which meeting will be reviewed the
financial results of the Borrower and its Subsidiaries for the previous fiscal
year and the budgets presented for the current fiscal year of the Borrower.

                8.03    Insurance. (a) The Borrower will, and will cause each of
its Subsidiaries to, (i) maintain, with financially sound and reputable third
party insurance companies, insurance on all its property in at least such
amounts (including self-insurance retentions) and against at least such risks as
is consistent and in accordance with industry practice in the same general area

                                      -56-
<PAGE>

by companies of similar size and (ii) furnish to the Administrative Agent or any
Lender, upon reasonable request by the Administrative Agent or any Lender, full
information as to the insurance carried. Such insurance shall in any event
include physical damage insurance on all real and personal property (whether now
owned or hereafter acquired) on an all risk basis and business interruption
insurance.

                (b)     The Borrower will, and will cause each other Credit
Party to, at all times keep the respective property of the Borrower and each
other Credit Party insured, and all policies or certificates, as applicable,
with respect to such insurance (and any other insurance maintained by, or on
behalf of, the Borrower or any other Credit Party), (i) in favor of the
Collateral Agent by naming the Collateral Agent as certificate holder, mortgagee
and loss payee with respect to Mortgaged Property, certificate holder and loss
payee with respect to personal property, additional insured with respect to
general liability and umbrella liability coverage and certificate holder with
respect to workers' compensation insurance, all in scope, form and substance
reasonably satisfactory to the Collateral Agent, (ii) shall state that such
insurance policies shall not be canceled without at least 30 days' (or at least
10 days' relating to cancellation for non-payment of premium) prior written
notice thereof by the respective insurer to the Collateral Agent and (iii) shall
be delivered to the Collateral Agent; provided that any terms of, and any
payments made to the Collateral Agent pursuant to, such insurance policies shall
be subject to applicable local law requirements (if any).

                (c)     If the Borrower or any of its Subsidiaries shall fail to
maintain all insurance in accordance with this Section 8.03, or if the Borrower
or any other Credit Party shall fail to so name the Collateral Agent as an
additional insured, mortgagee or loss payee, as the case may be, or so deposit
all certificates with respect thereto, the Administrative Agent and/or the
Collateral Agent shall have the right (but shall be under no obligation), upon
ten Business Days' notice to the Borrower, to procure such insurance, and the
Borrower agrees to reimburse the Administrative Agent or the Collateral Agent,
as the case may be, for all costs and expenses of procuring such insurance.

                8.04    Payment of Taxes. The Borrower will pay and discharge,
and will cause each of its Subsidiaries to pay and discharge, all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, in each case on a
timely basis, and all lawful claims which, if unpaid, could reasonably be
expected to become a lien or charge upon any properties of the Borrower or any
of its Subsidiaries not otherwise permitted under Section 9.03(i); provided that
neither the Borrower nor any of its Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim which is immaterial or is being
contested in good faith and by proper proceedings if it has maintained adequate
reserves with respect thereto in accordance with U.S. GAAP.

                8.05    Existence; Franchises. The Borrower will do, and will
cause each of its Subsidiaries to do, or cause to be done, all things necessary
to preserve and keep in full force and effect its Company existence and its
rights, franchises, authorities to do business, licenses, certifications,
accreditations and patents; provided, however, that nothing in this Section 8.05
shall (x) prevent (i) sales of assets and other transactions by the Borrower or
any of its Subsidiaries in accordance with Section 9.02 or (ii) the withdrawal
by the Borrower or any of its Subsidiaries of its qualification as a foreign
Company in any jurisdiction where such withdrawal

                                      -57-
<PAGE>

could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect or (y) require the preservation of any such
right, franchise, authorities to do business, license, certification,
accreditation or patent to the extent that the lapse thereof, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

                8.06    Compliance with Statutes; etc. The Borrower will, and
will cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except for such noncompliances as,
either individually or in the aggregate, have not had, and could not reasonably
be expected to have, a Material Adverse Effect.

                8.07    Compliance with Environmental Laws. (a) Except as could
not reasonably be expected to result in, either individually or in the
aggregate, a Material Adverse Effect: (i) the Borrower will comply, and will
cause each of its Subsidiaries to comply, with all Environmental Laws applicable
to the ownership or use of its Real Property now or hereafter owned, leased or
operated by the Borrower or any of its Subsidiaries, and will promptly pay or
cause to be paid all costs and expenses incurred in connection with such
compliance, except where such costs and expenses are being contested in good
faith, without undue delay and in proper administrative or judicial proceedings,
and will keep or cause to be kept all such Real Property free and clear of any
Liens imposed pursuant to such Environmental Laws; and (ii) neither the Borrower
nor any of its Subsidiaries will generate, use, treat, store, Release or dispose
of, or permit the generation, use, treatment, storage, Release or disposal of,
Hazardous Materials on any Real Property owned, leased or operated by the
Borrower or any of its Subsidiaries, or transport or permit the transportation
of Hazardous Materials to or from any such Real Property, except as allowed by
(and in compliance with) applicable Environmental Law, permits or regulation.
Except as could not reasonably be expected to result, either individually or in
the aggregate, in a Material Adverse Effect, if the Borrower or any of its
Subsidiaries, or any tenant or occupant of any Real Property owned, leased or
operated by the Borrower or any of its Subsidiaries, causes or permits any
intentional or unintentional act or omission resulting in the Release of any
Hazardous Material (except in compliance with applicable Environmental Laws and
permits), the Borrower agrees to undertake, and/or to cause any of its
Subsidiaries, tenants, occupants and/or other responsible parties to undertake,
at their sole expense, any clean up, removal, remedial or other action required
pursuant to Environmental Laws to remove and clean up any Hazardous Materials
from any Real Property.

                (b)     At the written request of the Administrative Agent or
the Required Lenders, which request shall specify in reasonable detail the basis
therefor, at any time after the occurrence of an Event of Default, a breach by
the Borrower or any Subsidiary thereof of an environmental provision of this
Agreement, or any other matter that requires the giving of notice under Section
8.01(h), the Borrower will provide, at its sole cost and expense, an
environmental site assessment report concerning any Real Property now or
hereafter owned, leased or operated by the Borrower or any of its Subsidiaries,
prepared by environmental consulting firms as approved by the Administrative
Agent (such approval not to be unreasonably withheld), addressing the matters
which gave rise to such request and estimating the potential costs of any
removal, remedial or other corrective action in connection with any such matter.
If the Borrower

                                      -58-
<PAGE>

fails to provide the same within 60 days after the consultant is approved, or
have failed to make alternative arrangements acceptable to the Administrative
Agent or the Required Lenders, the Administrative Agent may order the same, and
the Borrower shall grant, and hereby grants, to the Administrative Agent and the
Required Lenders and their agents, access to Real Property as required and
specifically grant the Administrative Agent and the Lenders and their agents an
irrevocable non-exclusive license, subject to the right of tenants, to undertake
such an assessment, all at the Borrower's expense.

                8.08    ERISA. As soon as possible and, in any event, within
twenty (20) Business Days after the Borrower, any Subsidiary of the Borrower or
any ERISA Affiliate knows of the occurrence of any of the following, the
Borrower will deliver to the Administrative Agent a certificate of the chief
financial officer of the Borrower setting forth the full details as to such
occurrence and the action, if any, that the Borrower, such Subsidiary or such
ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed by the Borrower, such Subsidiary,
the Plan administrator or such ERISA Affiliate to or with, the PBGC or any other
government agency, or a Plan or Multiemployer Plan participant, and any notices
received by the Borrower, such Subsidiary or ERISA Affiliate from the PBGC or
any other government agency or a Plan or Multiemployer Plan participant with
respect thereto: (1) that a Reportable Event has occurred (except to the extent
that the Borrower has previously delivered to the Administrative Agent a
certificate and notices (if any) concerning such event pursuant to clause (2)
hereof); (2) that a contributing sponsor (as defined in Section 4001(a)(13) of
ERISA) of a Plan subject to Title IV of ERISA is subject to the advance
reporting requirement of PBGC Regulation Section 4043.61 (without regard to
subparagraph (b)(1) thereof), and an event described in subsection .62, .63,
..64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected
to occur with respect to such Plan within the following 30 days; (3) that an
accumulated funding deficiency, within the meaning of Section 412 of the Code or
Section 302 of ERISA, has been incurred or an application has been or is
reasonably expected to be made for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any amortization period under Section 412 of the Code or Section 303 or 304
of ERISA with respect to a Plan or Multiemployer Plan; (4) that any material
contribution required to be made with respect to a Plan or Multiemployer Plan or
Foreign Pension Plan has not been timely made; (5) that a Plan or Multiemployer
Plan has been or is reasonably expected to be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA; (6) that a Plan has
an Unfunded Current Liability which, when added to the aggregate amount of
Unfunded Current Liability with respect to all other Plans required to be funded
by applicable law, exceeds the aggregate amount of such Unfunded Current
Liabilities that existed on the Effective Date by $5,000,000; (7) that
proceedings have been or are reasonably expected to be instituted to terminate
or appoint a trustee, pursuant to Section 4042 of ERISA, to administer a Plan
which is subject to Title IV of ERISA; (8) that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a
Multiemployer Plan; (9) that the Borrower, any Subsidiary of the Borrower or any
ERISA Affiliate has incurred or reasonably expects to incur any material
liability (including any indirect, contingent, or secondary liability) to or on
account of the termination of or withdrawal from a Plan or Multiemployer Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or
Section 409, 502(i) or 502(l) of ERISA or with respect to a group health plan
(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code)

                                      -59-
<PAGE>

due to a violation of Section 4980B of the Code; or (10) that the Borrower or
any Subsidiary of the Borrower may incur any material liability pursuant to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or any Plan of any Foreign Pension Plan in
addition to the liability that existed on the Effective Date pursuant to any
such plan or plans. The Borrower will deliver to the Administrative Agent copies
of any records, documents or other information that must be furnished to the
PBGC with respect to any Plan pursuant to Section 4010 of ERISA. The Borrower
will deliver to the Administrative Agent a complete copy of the annual report
(on Internal Revenue Service Form 5500-series) of each Plan other than a
Multiemployer Plan (including, to the extent required, the related financial and
actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed with the
Internal Revenue Service. In addition to any certificates or notices delivered
to the Administrative Agent pursuant to the first sentence hereof, copies of
annual reports and any records, documents or other information required to be
furnished to the PBGC or any other government agency, and any material notices
received by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
with respect to any Plan or Foreign Pension Plan or received from any government
agency or plan administrator or sponsor or trustee with respect to any
Multiemployer Plan, shall be delivered to the Administrative Agent no later than
twenty (20) Business Days after the date such annual report has been filed with
the Internal Revenue Service or such records, documents and/or information has
been furnished to the PBGC or any other government agency or such notice has
been received by the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate, as applicable. The Borrower and each of its applicable Subsidiaries
shall use their commercially reasonable best efforts to ensure that all Foreign
Pension Plans administered by it or into which it makes payments obtain or
retain (as applicable) registered status under and as required by applicable law
and are administered in a timely manner in all respects in compliance with all
applicable laws except where the failure to do any of the foregoing, either
individually or in the aggregate, could not be reasonably likely to result in a
Material Adverse Effect.

                8.09    Good Repair. The Borrower will, and will cause each of
its Subsidiaries to, ensure that its material properties and equipment required
to be used in its business are kept in reasonably good repair, working order and
condition, ordinary wear and tear, casualty and condemnation excepted, and that
from time to time there are made in such properties and equipment all necessary
and proper repairs, renewals and replacements thereto, to the extent and in the
manner useful or customary for companies in similar businesses.

                8.10    End of Fiscal Years; Fiscal Quarters. The Borrower will
cause (i) each of its fiscal years to end on December 31 of each calendar year
and (ii) each of its fiscal quarters to end on March 31, June 30, September 30
and December 31 of each year.

                8.11    Additional Security; Additional Guaranties; Further
Assurances. (a) To the extent permitted under applicable law, the Borrower will,
and will cause each other Credit Party to, grant to the Collateral Agent (or
such other trustee, sub-agent or other third party as may be required or desired
under local law) security interests and mortgages (each, an "Additional
Mortgage") in such fee-owned (or the equivalent) Real Property acquired by such
Credit Party after the Effective Date and having a value (for such purpose,
using the initial purchase price paid by such Credit Party for such Real
Property) of $10,000,000 or more which

                                      -60-
<PAGE>

is not covered by the original Mortgages (each such Real Property, an
"Additional Mortgaged Property"). All such Additional Mortgages shall be granted
pursuant to documentation substantially in the form of a relevant existing
Mortgage or in such other form as is reasonably satisfactory to the
Administrative Agent and shall constitute valid and enforceable first priority
perfected Liens, superior to and prior to the rights of all third Persons and
subject to no other Liens (except as are permitted by Section 9.03), in favor of
the Collateral Agent (or such other trustee, sub-agent or other third party as
may be required or desired under local law). The Additional Mortgages or
instruments related thereto shall be duly recorded or filed in such manner and
in such places as are required by law to create, maintain, effect, perfect,
preserve and protect the Liens in favor of the Collateral Agent (or such other
trustee, sub-agent or other third-party as may be required or desired under
local law) required to be granted pursuant to the Additional Mortgages and all
taxes, fees and other charges payable in connection therewith shall be paid in
full.

                (b)     The Borrower will, and will cause each other Credit
Party to, at its own expense, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such vouchers, invoices,
schedules, confirmatory assignments, confirmatory conveyances, financing
statements, transfer endorsements, confirmatory powers of attorney,
certificates, reports and other assurances or confirmatory instruments and take
such further steps relating to the Collateral covered by any of the Security
Documents as the Collateral Agent may reasonably require pursuant to this
Section 8.11. Furthermore, the Borrower will cause to be delivered to the
Collateral Agent such opinions of counsel and other related documents as may be
reasonably requested by the Collateral Agent to assure itself that this Section
8.11 has been complied with.

                (c)     Subject to the provisions of following clause (f), if at
any time (A) any Domestic Subsidiary of the Borrower is created, established or
acquired (other than, except as provided below, a Domestic Receivables Entity),
(B) Crompton Receivables Corporation or any successor Domestic Receivables
Entity ceases to be a party to the New Domestic Receivables Facility, (C) AIC
conducts any material operations other than being a captive insurance company
solely for the Borrower and its Subsidiaries as provided in Section 7.23, (D)
Crompton International holds any material assets or conducts any material
operations other than holding the Equity Interests of Foreign Subsidiaries of
the Borrower or the provisions of Section 8.12 would require more than 65% of
the voting Equity Interests of Crompton International to be pledged under the
Pledge Agreement or (E) any pledge of outstanding Equity Interests and assets of
Crompton LLC or Witco Europe will not result in a deemed dividend to the
Borrower under Section 951(a)(1)(B) of the Code, each such Domestic Subsidiary
(including Crompton Receivables Corporation, any successor Domestic Receivables
Entity, AIC, Crompton International, Crompton LLC and Witco Europe, as the case
may be) shall be required to execute and deliver (i) a Joinder Agreement or (ii)
counterparts of the Subsidiaries Guaranty, the Intercompany Subordination
Agreement, the Pledge Agreement and the Security Agreement and in each case
shall take all action in connection therewith as would otherwise have been
required to be taken pursuant to Section 5 if such Domestic Subsidiary had been
a Subsidiary Guarantor on the Effective Date.

                (d)     In addition to the requirements contained in the Pledge
Agreement, the Borrower will pledge and deliver, or cause each other applicable
Credit Party to pledge and

                                      -61-
<PAGE>

deliver, all of the Equity Interests owned by any Credit Party of each new
Subsidiary of the Borrower established, created or acquired after the Effective
Date to the Collateral Agent (or such other trustee, sub-agent or other
third-party as may be required or desired under local law) for the benefit of
the Secured Creditors pursuant to the Pledge Agreement, provided that, (i)
subject to the provisions of Section 8.12, in the case of Crompton International
and any Foreign Subsidiary that is a corporation (or treated as such for U.S.
tax purposes) which is owned by a Credit Party, not more than 65% of the total
outstanding voting Equity Interests of such Person shall be required to be
pledged under the Security Documents and (ii) the Equity Interests of any
Domestic Receivables Entity shall not be required to be pledged pursuant to the
Security Documents to the extent that the pledge thereof would violate the terms
of the New Domestic Receivables Facility.

                (e)     The security interests required to be granted pursuant
to Sections 8.11(c) and (d) shall be granted pursuant to the respective Security
Documents already executed and delivered by the Credit Parties (or other
security documentation substantially similar to such Security Documents or
otherwise reasonably satisfactory in form and substance to the Collateral Agent)
and shall constitute valid and enforceable first priority perfected security
interests prior to the rights of all third Persons and subject to no other Liens
(other than Permitted Liens). The Borrower will (or will cause the relevant
other Credit Parties to), (i) at their own expense, (x) execute, acknowledge and
deliver, or cause the execution, acknowledgment and delivery of, and thereafter
register, file or record in any appropriate governmental office, any document or
instrument reasonably deemed by the Collateral Agent to be necessary or
desirable for the creation, perfection, maintenance, preservation and protection
of the Liens on its assets intended to be created pursuant to the relevant
Security Documents and (y) take all other actions reasonably requested by the
Collateral Agent (including, without limitation, the furnishing of legal
opinions) in connection with the granting of the security interests required
pursuant to Sections 8.11(c) and (d) and (ii) pay in full all taxes, fees and
other charges payable in connection with the granting of the security interests
required pursuant to Sections 8.11(c) and (d).

                (f)     The Borrower agrees that each action required above by
Section 8.11(a) or (b) shall be completed as soon as possible, but in no event
later than 90 days after such action is requested to be taken by the
Administrative Agent or the Required Lenders (or such greater number of days as
the Administrative Agent or the Required Lenders shall agree in any particular
instance). The Borrower further agrees that each action required above by
Section 8.11(c), (d) and (e) with respect to a newly formed, created or acquired
Subsidiary shall be completed contemporaneously with the formation, creation or
acquisition of such Subsidiary.

                (g)     In the event that the Administrative Agent or the
Required Lenders at any time after the Effective Date determine in their
reasonable discretion (whether as a result of a position taken by an applicable
bank regulatory agency or official, or otherwise) that real estate appraisals
satisfying the requirements set forth in 12 C.F.R., Part 34-Subpart C, or any
successor or similar statute, role, regulation, guideline or order (any such
appraisal, a "Required Appraisal") are or were required to be obtained, or
should be obtained, in connection with any Mortgaged Property or Mortgaged
Properties, then, after receiving written notice thereof from the Administrative
Agent or the Required Lenders, as the case may be, the Borrower will cause such
Required Appraisal to be delivered, at the expense of the Borrower, to the
Administrative

                                      -62-
<PAGE>

Agent as soon as reasonably practicable, which Required Appraisal, and the
respective appraiser, shall be reasonably satisfactory to the Administrative
Agent.

                8.12    Foreign Subsidiaries Stock. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower reasonably acceptable to the Administrative Agent does not within 30
days after a reasonable request from the Administrative Agent or the Required
Lenders deliver evidence, in form and substance reasonably satisfactory to the
Administrative Agent, that a pledge of 66-2/3% or more of the total combined
voting power of all classes of Equity Interests entitled to vote of any Foreign
Subsidiary owned by a Credit Party which has not already had all of its Equity
Interests pledged pursuant to the Pledge Agreement (including, for purposes of
this Section 8.12, Crompton International) to secure all of the Obligations (as
defined in the Pledge Agreement) would cause the undistributed earnings of such
Foreign Subsidiary as determined for Federal income tax purposes to be treated
as a deemed dividend to such Foreign Subsidiary's United States parent or a
deemed disposition of the shares of stock of such Foreign Subsidiary for Federal
income tax purposes, then that portion of such Foreign Subsidiary's (and
Crompton International's) outstanding Equity Interests owned or held by a Credit
Party and not theretofore pledged pursuant to the Pledge Agreement to secure all
of the Obligations (as defined in the Pledge Agreement) shall be pledged to the
Collateral Agent (or such other trustee, sub-agent or other third-party as may
be required or desired under local law) for the benefit of the Secured Creditors
pursuant to the Pledge Agreement (or another pledge agreement in substantially
similar form, if needed).

                8.13    Use of Proceeds. The Borrower will, and will cause each
of its Subsidiaries to, use the proceeds of the Loans and the Letters of Credit
for the purposes specified in Section 7.05.

                8.14    Ownership of Subsidiaries. The Borrower will at all
times own, directly or indirectly (through one or more Wholly-Owned
Subsidiaries), 100% of the Equity Interests of its Subsidiaries (except to the
extent (v) with respect to Foreign Subsidiaries, directors' qualifying shares
and other nominal amounts of shares required by applicable law to be held by
Persons (other than directors) are issued from time to time (so long as the
respective Subsidiary continues to constitute a Wholly-Owned Subsidiary of the
Borrower), (w) 100% of the capital stock or other Equity Interests of any such
Subsidiary are sold, transferred or otherwise disposed of pursuant to a
transaction permitted by Section 9.02, (x) less than 100% of the capital stock
or other Equity Interests are acquired in the respective Subsidiary pursuant to
a Permitted Acquisition which meets the criteria specified in the definition of
Permitted Acquisition contained herein, (y) such capital stock or other Equity
Interests are acquired pursuant to an Investment permitted by Section 9.05(xv)
or (z) set forth on Schedule V).

                8.15    Permitted Acquisitions. (a) Subject to the provisions of
this Section 8.15 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time
to time effect Permitted Acquisitions, so long as (in each case except to the
extent the Required Lenders otherwise specifically agree in writing in the case
of a specific Permitted Acquisition): (i) no Default or Event of Default shall
be in existence at the time of the consummation of the proposed Permitted
Acquisition or immediately after giving effect thereto; (ii) the Borrower shall
have given the Administrative Agent (on behalf

                                      -63-
<PAGE>

of the Lenders) at least 10 Business Days' prior written notice prior to the
consummation of the proposed Permitted Acquisition (or such shorter notice as
may be reasonably acceptable to the Administrative Agent in the case of any
proposed Permitted Acquisition), which notice shall describe in reasonable
detail the principal terms and conditions of such Permitted Acquisition; (iii)
calculations are made by the Borrower of compliance with the covenants contained
in Sections 9.08 and 9.09 for the respective Calculation Period on a Pro Forma
Basis as if the respective Permitted Acquisition (as well as all other Permitted
Acquisitions and Significant Asset Sales theretofore consummated after the first
day of such Calculation Period) had occurred on the first day of such
Calculation Period, and such calculations shall show that such financial
covenants would have been complied with if the Permitted Acquisition had
occurred on the first day of such Calculation Period (for this purpose, if the
first day of the respective Calculation Period occurs prior to the Effective
Date, calculated as if the covenants contained in said Sections 9.08 and 9.09
had been applicable from the first day of the Calculation Period); (iv) based on
good faith projections prepared by the Borrower for the period from the date of
the consummation of the respective Permitted Acquisition to the date which is
one year thereafter, the level of financial performance measured by the
financial covenants set forth in Sections 9.08 and 9.09 shall be better than or
equal to such level as would be required to comply with such financial covenants
through the date which is one year from the date of the consummation of the
respective Permitted Acquisition; (v) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on and as of the date of such Permitted Acquisition
(both before and after giving effect thereto), unless stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date; (vi) the
Borrower shall provide to the Administrative Agent (on behalf of the Lenders) as
soon as available but not later than 5 Business Days after the execution
thereof, a copy of any executed purchase agreement or similar agreement with
respect to such Permitted Acquisition; (vii) the Maximum Permitted Consideration
payable in connection with the proposed Permitted Acquisition, when aggregated
with the Maximum Permitted Consideration payable in connection with all other
Permitted Acquisitions consummated after the Effective Date, does not exceed
$100,000,000 (of which no more than $50,000,000 may be spent in any fiscal year
of the Borrower); provided, however, the Maximum Permitted Non-Equity
Consideration payable in connection with the proposed Permitted Acquisition,
when aggregated with the Maximum Permitted Non-Equity Consideration payable in
connection with all other Permitted Acquisitions consummated after the Effective
Date, shall not exceed $50,000,000 (of which no more than $25,000,000 of such
Maximum Permitted Non-Equity Consideration may be spent in any fiscal year of
the Borrower); (viii) after giving effect to such Permitted Acquisition and the
payment of all post-closing purchase price adjustments required (in the good
faith determination of the Borrower) in connection with such Permitted
Acquisition (and all other Permitted Acquisitions for which such purchase price
adjustments may be required to be made) and all Capital Expenditures (and the
financing thereof) reasonably anticipated by the Borrower to be made in the
business acquired pursuant to such Permitted Acquisition within the 180-day
period (such period for any Permitted Acquisition, a "Post-Closing Period")
following such Permitted Acquisition (and in the businesses acquired pursuant to
all other Permitted Acquisitions with Post-Closing Periods ended during the
Post-Closing Period of such Permitted Acquisition), the Total Unutilized
Available Commitment shall equal or exceed $75,000,000; and (ix) the Borrower
shall have delivered to

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the Administrative Agent, no later than the date of the consummation of such
proposed Permitted Acquisition, an officer's certificate executed by an
Authorized Officer of the Borrower, certifying compliance with the requirements
of preceding clauses (i) through (v), inclusive, and clauses (vii) and (viii),
and containing the calculations (in reasonable detail) required by the preceding
clauses (iii), (iv), (vii) and (viii).

                (b)     At the time of each Permitted Acquisition involving the
creation or acquisition of a Subsidiary, or the acquisition of capital stock or
other Equity Interests of any Person, all capital stock or other Equity
Interests thereof created or acquired in connection with such Permitted
Acquisition shall be pledged for the benefit of the Secured Creditors as, and to
the extent, required by Section 8.11 and the relevant Security Documents.

                (c)     The Borrower will cause each Subsidiary thereof that is
formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply
with, and to execute and deliver all of the documentation required by, Sections
8.11 and 9.13, to the satisfaction of the Administrative Agent.

                (d)     The consummation of each Permitted Acquisition shall be
deemed to be a representation and warranty by the Borrower that the
certifications by the Borrower (or by one or more of its respective Authorized
Officers) pursuant to this Section 8.15 are true and correct and that all
conditions thereto have been satisfied and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 6 and 10.

                8.16    Maintenance of Company Separateness. The Borrower will
take, and will cause each of its Subsidiaries and the Unrestricted Subsidiaries
to take, all action as is necessary to keep the operations of the Borrower and
its Subsidiaries separate and apart from those of the Unrestricted Subsidiaries
including, without limitation, ensuring that all customary Company formalities
are followed. Neither the Borrower nor any of its Subsidiaries will make any
payment to a creditor of any Unrestricted Subsidiary in respect of any liability
of any Unrestricted Subsidiary. All financial statements provided to creditors
of any Unrestricted Subsidiary shall clearly evidence the Company separateness
of the Borrower and its Subsidiaries from the Unrestricted Subsidiaries, and the
Borrower and its Subsidiaries will maintain their own respective payroll (if
any) and separate books of account and bank accounts from the Unrestricted
Subsidiaries. Each Unrestricted Subsidiary will pay its respective liabilities,
including all administrative expenses, from its own separate assets, and assets
of the Borrower and its Subsidiaries will at all times be separately identified
and segregated from the assets of each Unrestricted Subsidiary. Finally, neither
the Borrower nor any of its Subsidiaries or the Unrestricted Subsidiaries will
take any action, or conduct its affairs in a manner which is likely to result in
the Company existence of any Unrestricted Subsidiary being ignored, or in the
assets and liabilities of any Unrestricted Subsidiary being substantively
consolidated with those of the Borrower or any of its Subsidiaries in a
bankruptcy, reorganization or other insolvency proceeding.

                8.17    Performance of Obligations. The Borrower will, and will
cause each of its Subsidiaries to, perform all of its obligations under the
terms of each mortgage, deed of trust, indenture, loan agreement or credit
agreement and each other material agreement, contract or

                                      -65-
<PAGE>

instrument by which it is bound, except such non-performances as, either
individually or in the aggregate, have not caused, and could not reasonably be
expected to cause, a Default or an Event of Default hereunder or a Material
Adverse Effect.

                SECTION 9. Negative Covenants. The Borrower hereby covenants and
agrees that as of the Effective Date and thereafter for so long as this
Agreement is in effect and until the Total Commitment and all Letters of Credit
have been terminated (or, in the case of Letters of Credit only, supported by
backstop letters of credit or cash collateral, in either case on terms
reasonably acceptable to the Administrative Agent and the respective Issuing
Lenders), and the Loans, Notes and Unpaid Drawings, together with interest, Fees
and all other Obligations (other than any indemnities described in Section 13.13
which are not then due and payable) incurred hereunder, are paid in full:

                9.01    Changes in Business; etc. (a) The Borrower will not, and
will not permit any of its Subsidiaries to, engage in any business other than a
Permitted Business.

                (b)     The Borrower will not, and will not permit any other
Credit Party to, be an obligor with respect to any Intercompany Debt, unless
each obligor (including each Person which is a guarantor thereof) and each
obligee with respect thereto are party to the Intercompany Subordination
Agreement.

                (c)     The Borrower will not permit any Domestic Receivables
Entity to engage in any business or own any material assets or have any material
liabilities other than in connection with its activities as a special purpose
vehicle to facilitate the New Domestic Receivables Facility.

                (d)     The Borrower will not permit Crompton International to
engage in any material operations, or own any material assets or have any
material liabilities other than its ownership of the Equity Interests of Foreign
Subsidiaries of the Borrower, in each case so long as Crompton International is
not a Subsidiary Guarantor.

                9.02    Consolidation; Merger; Sale or Purchase of Assets; etc.
The Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its property or assets, or enter into any sale-leaseback transactions, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets of any Person or agree to do any of the foregoing
at any future time (unless such agreement expressly provides that the consent of
the requisite percentage of Lenders hereunder is required to be obtained in
connection therewith and to the extent that such consent is not obtained,
neither the Borrower nor any of its Subsidiaries will be required to pay any
liquidated or other damages or other material amounts in connection therewith),
except that the following shall be permitted:

                (i)     the Borrower and its Subsidiaries may lease (as lessee)
        or license (as licensee) real or personal property, all in the ordinary
        course of business (so long as any such lease or license does not create
        a Capitalized Lease Obligation, except to the extent permitted by
        Section 9.04(iv));

                                      -66-
<PAGE>

                (ii)    subject to Section 9.04(iv), Capital Expenditures by the
        Borrower and its Subsidiaries;

                (iii)   Investments permitted pursuant to Section 9.05;

                (iv)    the Borrower and its Subsidiaries may, in the ordinary
        course of business, sell or otherwise dispose of assets (excluding
        capital stock of, or other Equity Interests in, Subsidiaries and joint
        ventures) which, in the reasonable opinion of such Person, are obsolete,
        uneconomic or worn-out;

                (v)     the Borrower and its Subsidiaries may sell assets (other
        than the capital stock or other Equity Interests of any Subsidiary
        unless all of the capital stock or other Equity Interests of such
        Subsidiary are sold in accordance with this clause (v)), so long as (v)
        no Default or Event of Default then exists or would result therefrom,
        (w) each such sale is in an arm's-length transaction and the Borrower or
        the respective Subsidiary receives at least Fair Market Value, (x)
        except for customary post-closing adjustments, at least 75% of the total
        consideration received by the Borrower or such Subsidiary is paid in
        cash at the time of the closing of such sale or disposition, (y) the Net
        Sale Proceeds therefrom are applied as (and to the extent) required by
        Section 4.02(b) and (z) the aggregate amount of the proceeds (taking the
        amount of cash and Cash Equivalents, and the Fair Market Value, as
        determined in good faith by the Borrower, of all other consideration)
        received from all assets sold pursuant to this clause (v) shall not
        exceed $10,000,000 in any fiscal year of the Borrower (of which no more
        than $5,000,000 in the aggregate may be sold by the Borrower and its
        Domestic Subsidiaries in any fiscal year of the Borrower);

                (vi)    the Borrower and its Subsidiaries may sell assets
        consisting of a separate business segment, division or line of business
        (other than the capital stock or other Equity Interests of any
        Subsidiary unless all of the capital stock or other Equity Interests of
        such Subsidiary are sold in accordance with this clause (vi)), so long
        as (v) no Default or Event of Default then exists or would result
        therefrom, (w) each such sale is in an arm's-length transaction and the
        Borrower or the respective Subsidiary receives at least Fair Market
        Value, (x) except for customary post-closing adjustments, at least 85%
        of the total consideration received by the Borrower or such Subsidiary
        is paid in cash at the time of the closing of such sale or disposition,
        (y) the Net Sale Proceeds therefrom are applied as (and to the extent)
        required by Section 4.02(b) or are otherwise deposited in accordance
        with the terms of the Cash Collateral Agreement and (z) the aggregate
        amount of the proceeds (taking the amount of cash and Cash Equivalents,
        and the Fair Market Value, as determined in good faith by the Borrower,
        of all other consideration) received from all assets sold pursuant to
        this clause (vi) shall not exceed $150,000,000; provided, however, (A)
        in no event shall assets be sold pursuant to this clause (vi) to the
        extent that same comprise of assets or properties that generated more
        than 6.5% of Consolidated EBITDA for the prior four fiscal quarters of
        the Borrower (taken as one accounting period) and (B) from and after the
        delivery by the Borrower to the Administrative Agent of the Designated
        Litigation Certificate, no asset sales shall be permitted pursuant to
        this Section 9.02(vi) in an aggregate amount in excess of (x) the
        aggregate amount of all Designated Litigation Liabilities at the time of
        the delivery of the

                                      -67-
<PAGE>

        Designated Litigation Certificate minus (y) the sum of (I) the Total
        Blocked Commitment in effect immediately prior to the delivery of the
        Designated Litigation Certificate plus (II) the amount of the Account
        Proceeds (as defined in the Cash Collateral Agreement) in the Account
        (as defined in the Cash Collateral Agreement);

                (vii)   each of the Borrower and its Subsidiaries may sell or
        discount, in each case without recourse and in the ordinary course of
        business, overdue accounts receivable arising in the ordinary course of
        business, but only in connection with the compromise or collection
        thereof and not as part of any financing transaction or bulk sale;

                (viii)  each of the Borrower and its Subsidiaries may grant
        licenses, sublicenses, leases or subleases to other Persons not
        materially interfering with the conduct of the business of the Borrower
        or any of its Subsidiaries, in each case so long as no such grant
        otherwise adversely affects the Collateral Agent's security interest in
        the asset or property subject thereto in any material respect;

                (ix)    transfers of assets (w) among the Qualified Credit
        Parties, (x) among Wholly-Owned Foreign Subsidiaries of the Borrower,
        (y) by any Subsidiary of the Borrower to any Qualified Credit Party, and
        (z) by any Foreign Subsidiary of the Borrower to any Wholly-Owned
        Foreign Subsidiary of the Borrower, so long as, in the case of any
        transfer from one Credit Party to another Credit Party, any security
        interests granted to the Collateral Agent for the benefit of the Secured
        Creditors pursuant to the relevant Security Documents in the assets so
        transferred shall (A) remain in full force and effect and perfected and
        enforceable (to at least the same extent as in effect immediately prior
        to such transfer) or (B) be replaced by security interests granted to
        the Collateral Agent for the benefit of the Secured Creditors pursuant
        to the relevant Security Documents, which such new security interests
        shall be in full force and effect and perfected and enforceable (to at
        least the same extent as in effect immediately prior to such transfer);

                (x)     (x) any Domestic Subsidiary of the Borrower may be
        merged, consolidated, dissolved or liquidated with or into the Borrower
        (so long as (i) the Borrower is the surviving corporation of any such
        merger or consolidation and (ii) all of the assets of such Domestic
        Subsidiary, if any, are distributed to the Borrower in connection with
        any such dissolution or liquidation) or any other Qualified Credit Party
        (so long as (i) a Qualified Credit Party is the surviving corporation of
        any such merger or consolidation and (ii) all of the assets of such
        Domestic Subsidiary, if any, are distributed to a Qualified Credit Party
        in connection with any such dissolution or liquidation), (y) any
        Wholly-Owned Foreign Subsidiary of the Borrower may be merged,
        consolidated, dissolved or liquidated with or into any other
        Wholly-Owned Foreign Subsidiary of the Borrower and (z) any Foreign
        Subsidiary of the Borrower may be merged, consolidated, dissolved or
        liquidated with or into any Wholly-Owned Foreign Subsidiary of the
        Borrower, so long as (in each case with respect to preceding sub-clauses
        (y) and (z)) (i) a Wholly-Owned Foreign Subsidiary of the Borrower is
        the surviving corporation of any such merger or consolidation and (ii)
        all of the assets of such Wholly-Owned Foreign Subsidiary of the
        Borrower (in the case of preceding sub-clause (y)) or Foreign Subsidiary
        of the Borrower (in the case of preceding sub-clause (z)), if any, are

                                      -68-
<PAGE>

        distributed to a Wholly-Owned Foreign Subsidiary of the Borrower in
        connection with any such dissolution or liquidation; provided that any
        such merger, consolidation, dissolution or liquidation involving a
        Credit Party shall only be permitted pursuant to this clause (x), so
        long as (I) no Default or Event of Default then exists or would exist
        immediately after giving effect thereto, and (II) any security interests
        granted to the Collateral Agent for the benefit of the Secured Creditors
        in the assets (and Equity Interests) of any such Person subject to any
        such transaction shall remain in full force and effect and perfected and
        enforceable (to at least the same extent as in effect immediately prior
        to such merger, consolidation, dissolution or liquidation);

                (xi)    the Borrower and its Domestic Subsidiaries may transfer
        inventory in a cash transfer to Wholly-Owned Foreign Subsidiaries of the
        Borrower, in each case so long as any such transfer is made in the
        ordinary course of its business and consistent with past practice of the
        Borrower and its Subsidiaries as in effect on the Effective Date;

                (xii)   so long as no Default or Event of Default exists at the
        time of the respective transfer or immediately after giving effect
        thereto, the Borrower and its Domestic Subsidiaries shall be permitted
        to transfer equipment to Wholly-Owned Foreign Subsidiaries of the
        Borrower, in each case so long as (I) any such transfer is made in the
        ordinary course of business and consistent with past practice of the
        Borrower and its Subsidiaries as in effect on the Effective Date, (II)
        cash in an amount at least equal to the Fair Market Value of the
        equipment so transferred is received by the respective transferor at the
        time of the respective transfer, and (III) no more than $10,000,000 of
        equipment in the aggregate may be transferred pursuant to this Section
        9.02(xii);

                (xiii)  the Borrower and its Subsidiaries may sell or exchange
        specific items of equipment, so long as the purpose of each such sale or
        exchange is to acquire (and results within 120 days of such sale or
        exchange in the acquisition of) replacement items of equipment which are
        useful in a Permitted Business;

                (xiv)   the Borrower and its Wholly-Owned Subsidiaries shall be
        permitted to make Permitted Acquisitions, so long as such Permitted
        Acquisitions are effected in accordance with the requirements of Section
        8.15 and the component definitions thereof;

                (xv)    each of the Borrower and its Subsidiaries may sell or
        liquidate Cash Equivalents, in each case for cash at Fair Market Value;

                (xvi)   the Borrower and its Subsidiaries may sell inventory to
        their respective customers in the ordinary course of business;

                (xvii)  the Borrower and its Domestic Subsidiaries may sell
        their accounts receivable (and certain related assets) arising in the
        ordinary course of business pursuant to the New Domestic Receivables
        Facility, and the Foreign Subsidiaries of the Borrower may sell their
        accounts receivable (and certain related assets) arising in the ordinary
        course of business pursuant to the European Receivables Facility, in
        each case, so long as (v) each such sale is in an arm's-length
        transaction and the Borrower or its respective Subsidiary receives cash
        consideration on terms, taken as a whole, consistent with the

                                      -69-
<PAGE>

        methodology contained in the respective Receivables Facility as of the
        Effective Date substantially contemporaneously at the time of each sale,
        (w) the aggregate amount of the Attributable Debt in respect of the New
        Domestic Receivables Facility shall not exceed $125,000,000 at any time
        outstanding, (x) the aggregate amount of the Attributable Debt in
        respect of the European Receivables Facility shall not exceed
        $125,000,000 at any time outstanding, (y) there is no recourse to the
        Borrower or any of its Subsidiaries in the event of the nonpayment by
        any account debtor or obligor in respect of any accounts receivable so
        sold pursuant to either Receivables Facility, except for the recourse to
        the respective Domestic Receivables Entity with respect to interest and
        fees under the New Domestic Receivables Facility, and (z) the
        obligations of the Borrower or any of its Subsidiaries under the
        Receivables Facilities do not constitute a liability that would be
        required to be reflected as such in accordance with U.S. GAAP; and

                (xviii) the Borrower and its Subsidiaries may sell equipment and
        machinery acquired or constructed after the Effective Date pursuant to
        Sale and Leaseback Transactions, so long as (v) no Default or Event of
        Default then exists or would result therefrom, (w) each such sale is in
        an arm's-length transaction and the Borrower or the respective
        Subsidiary receives at least Fair Market Value, (x) the consideration
        received by the Borrower or such Subsidiary consists of 100% cash and is
        paid at the time of the closing of such sale, (y) the aggregate amount
        of all proceeds received from all assets sold pursuant to this clause
        (xviii) shall not exceed $5,000,000 in any fiscal year of the Borrower,
        and (z) if such Sale and Leaseback Transaction results in Capitalized
        Lease Obligations of the Borrower or any of its Subsidiaries, such
        Capitalized Lease Obligations are permitted under Section 9.04(iv).

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale or other disposition of any Collateral, or any
Collateral is sold or otherwise disposed of as permitted by this Section 9.02,
such Collateral (unless transferred to another Credit Party) shall be sold or
otherwise disposed of free and clear of the Liens created by the Security
Documents and the Administrative Agent shall take such actions (including,
without limitation, directing the Collateral Agent to take such actions) as are
appropriate in connection therewith.

                9.03    Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets of any kind (real or personal, tangible
or intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to the
Borrower or any of its Subsidiaries) or assign any right to receive income or
permit the filing of any financing statement under the UCC or any other similar
notice of Lien under any similar recording or notice statute; provided that the
provisions of this Section 9.03 shall not prevent the creation, incurrence,
assumption or existence of the following (Liens described below are herein
referred to as "Permitted Liens"):

                (i)     inchoate Liens for taxes, assessments or governmental
        charges or levies not yet due and payable or Liens for taxes,
        assessments or governmental charges or levies

                                      -70-
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        being contested in good faith and by appropriate proceedings for which
        adequate reserves have been established in accordance with U.S. GAAP;

                (ii)    Liens in respect of property or assets of the Borrower
        or any of its Subsidiaries imposed by law which were incurred in the
        ordinary course of business and which have not arisen to secure
        Indebtedness for borrowed money, such as carriers', warehousemen's,
        repairmen's, supplier's and mechanics' Liens, statutory landlord's Liens
        and other similar Liens arising in the ordinary course of business, and
        which either (x) do not in the aggregate materially detract from the
        value of such property or assets or materially impair the use thereof in
        the operation of the business of the Borrower or any of its Subsidiaries
        or (y) are being contested in good faith by appropriate proceedings,
        which proceedings have the effect of preventing the forfeiture or forced
        sale of the property or asset subject to such Lien;

                (iii)   Liens created by or pursuant to this Agreement and the
        Security Documents;

                (iv)    Liens in existence on the Effective Date which
        are listed, and the property subject thereto described, in Schedule IX,
        but only to the respective date, if any, set forth in such Schedule IX
        for the removal, replacement and termination of any such Liens, plus
        renewals, replacements and extensions of such Liens to the extent set
        forth on such Schedule IX, provided that (x) the aggregate principal
        amount of the Scheduled Existing Indebtedness, if any, secured by such
        Liens does not increase from that amount outstanding at the time of any
        such renewal, replacement or extension and such Scheduled Existing
        Indebtedness is otherwise permitted to be renewed, replaced or extended
        pursuant to Section 9.04(ii), and (y) any such renewal, replacement or
        extension does not encumber any additional assets or properties of the
        Borrower or any of its Subsidiaries;

                (v)     Liens arising from judgments, decrees or attachments not
        otherwise constituting an Event of Default and in respect of which the
        Borrower or any of its Subsidiaries shall in good faith be prosecuting
        an appeal or proceedings for review and in respect of which there shall
        have been secured a subsisting stay of execution pending such appeal or
        proceedings (including in connection with the deposit of cash or other
        property in connection with the issuance of stay and appeal bonds) so
        long as any such judgments, decrees, attachments and/or Liens could not,
        either individually or in the aggregate, reasonably be expected to have
        a Material Adverse Effect;

                (vi)    Liens (other than any Lien imposed by ERISA) (x)
        incurred or deposits made in the ordinary course of business of the
        Borrower and its Subsidiaries in connection with workers' compensation,
        unemployment insurance, social security benefits and other similar forms
        of governmental insurance benefits, (y) to secure the performance by the
        Borrower and its Subsidiaries of tenders, statutory obligations (other
        than excise taxes not described in Section 9.03(i)), surety and customs
        bonds, statutory bonds, bids, leases, government contracts, trade
        contracts, performance bonds and other similar obligations incurred in
        the ordinary course of business (exclusive of (I) obligations for the
        payment of Indebtedness and (II) stay and appeal bonds and other

                                      -71-
<PAGE>

        obligations in respect of litigation, arbitration or similar claims or
        otherwise of the types described in Section 9.03(v)) or (z) to secure
        the performance by the Borrower and its Subsidiaries of leases of Real
        Property, to the extent incurred or made in the ordinary course of
        business consistent with past practices, provided that the aggregate
        amount of all cash and the Fair Market Value of all other property
        subject to Liens permitted by sub-clauses (y) and (z) of this clause
        (vi) shall not exceed $5,000,000 at any time;

                (vii)   licenses, sublicenses, leases or subleases, in each case
        in the ordinary course of business not materially interfering with the
        business of the Borrower or any of its Subsidiaries and otherwise
        permitted to be granted under this Agreement;

                (viii)  (x) Permitted Encumbrances and (y) easements,
        rights-of-way, restrictions, encroachments, municipal and zoning
        ordinances and other similar charges or encumbrances, and minor title
        deficiencies, in each case not securing Indebtedness and not interfering
        in any material respect with the conduct of the business of the Borrower
        or any of its Subsidiaries;

                (ix)    Liens arising from or related to precautionary UCC or
        like personal property security financing statements regarding operating
        leases (if any) entered into by the Borrower and its Subsidiaries in the
        ordinary course of business;

                (x)     Liens upon assets of the Borrower or any of its
        Subsidiaries subject to Capitalized Lease Obligations permitted pursuant
        to Section 9.04(iv), provided that (x) such Liens only serve to secure
        the payment of Indebtedness arising under such Capitalized Lease
        Obligation and (y) the Lien encumbering the asset giving rise to the
        Capitalized Lease Obligation does not encumber any other asset of the
        Borrower or any of its Subsidiaries;

                (xi)    Liens arising pursuant to purchase money mortgages or
        security interests securing Indebtedness representing the purchase price
        (or financing of the purchase price within 120 days after the respective
        purchase) of assets acquired after the Effective Date by the Borrower
        and its Subsidiaries, provided that (x) any such Liens attach only to
        the assets so purchased, (y) the Indebtedness secured by any such Lien
        does not exceed 100% of the purchase price of the property being
        purchased at the time of the incurrence of such Indebtedness (which
        purchase price shall not be more than Fair Market Value) and (z) the
        Indebtedness secured thereby is permitted to be incurred pursuant to
        Section 9.04(iv);

                (xii)   Liens on property or assets acquired pursuant to a
        Permitted Acquisition, or on property or assets of a Subsidiary of the
        Borrower in existence at the time such Subsidiary is acquired pursuant
        to a Permitted Acquisition, provided that (i) any Indebtedness that is
        secured by such Liens is permitted to exist under Section 9.04(vi), and
        (ii) such Liens are not incurred in connection with, or in contemplation
        or anticipation of, such Permitted Acquisition and do not attach to any
        other asset of the Borrower or any of its Subsidiaries;

                                      -72-
<PAGE>

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

                (xiv)   Liens on the assets of a Foreign Subsidiary of the
        Borrower securing obligations of such Foreign Subsidiary permitted to be
        incurred under Section 9.04(xv);

                (xv)    to the extent that same constitutes a Lien, Liens on the
        accounts receivable (and certain assets related thereto) sold pursuant
        to the respective Receivables Facilities; and

                (xvi)   other Liens on the property of the Borrower or any
        Subsidiary of the Borrower so long as (x) the aggregate Fair Market
        Value of all such property subject to such Liens is not in excess of,
        and all such Liens do not secure obligations in excess of, $2,500,000 at
        any time outstanding, (y) such Liens do not encumber any Pledge
        Agreement Collateral and (z) to the extent that such Liens encumber any
        other Collateral, such Liens shall be subject to the Liens on such
        Collateral in favor of the Collateral Agent for the benefit of the
        Secured Creditors under the respective Security Documents.

In connection with the granting of Liens of the type described in clauses (iv),
(x), (xi) and (xii) of this Section 9.03 by the Borrower or any of its
Subsidiaries, the Administrative Agent and the Collateral Agent shall be
authorized, at the request of the Borrower, to take any actions deemed
appropriate by it in connection therewith (including, without limitation, by
executing appropriate lien releases or lien subordination agreements in favor of
the holder or holders of such Liens, in either case solely with respect to the
assets subject to such Liens).

                9.04    Indebtedness. The Borrower will not, and will not permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
any Indebtedness, except:

                (i)     Indebtedness incurred pursuant to this Agreement and the
        other Credit Documents;

                (ii)    Scheduled Existing Indebtedness outstanding on the
        Effective Date and listed on Schedule VII (other than in respect of the
        Receivables Facilities) (as reduced by any permanent repayments of
        principal thereof), without giving effect to any subsequent extension,
        renewal or refinancing thereof, except to the extent set forth on
        Schedule VII and otherwise subject to Section 9.10(i), provided that (w)
        the aggregate principal amount of the Scheduled Existing Indebtedness to
        be extended, renewed or refinanced does not increase from that amount
        outstanding at the time of any such extension, renewal or refinancing
        plus any related fees, expenses and discounts incurred in connection
        therewith, (x) such refinancing Indebtedness has a weighted average life
        to maturity greater than or equal to the weighted average life to
        maturity of the Scheduled Existing Indebtedness being extended,
        refinanced, renewed, replaced or refunded, (y) such extension,
        refinancing, renewal, replacement, or refunding does not add guarantors,
        obligors or security from that which applied to such Scheduled Existing
        Indebtedness being extended, refinanced, renewed, replacement or
        refunding, and (z) all non-economic terms of such extension,
        refinancing, renewal, replacement or refunding (including, without
        limitation, with respect to the amortization schedules, redemption
        provisions,

                                      -73-
<PAGE>

        maturities, covenants, defaults and remedies) are not less favorable in
        any material respect, taken as a whole, to the respective borrower than
        those previously existing with respect to the Scheduled Existing
        Indebtedness being extended, refinanced, renewed, replaced or refunded;

                (iii)   Indebtedness of the Borrower or any of its Subsidiaries
        under Interest Rate Protection Agreements entered into to protect them
        against fluctuations in interest rates in respect of Indebtedness
        otherwise permitted under this Agreement, so long as the entering into
        of such Interest Rate Protection Agreements are bona fide hedging
        activities and are not for speculative purposes;

                (iv)    Capitalized Lease Obligations and Indebtedness of the
        Borrower and its Subsidiaries representing purchase money Indebtedness
        secured by Liens permitted pursuant to Section 9.03(xi), provided that,
        (x) except as provided in succeeding sub-clause (y), the sum of (I) the
        aggregate Capitalized Lease Obligations outstanding at any time pursuant
        to this clause 9.04(iv) plus (II) the aggregate principal amount of such
        purchase money Indebtedness outstanding at any time shall not exceed
        $10,000,000, and (y) Crompton Specialties Pty. Ltd. may incur up to
        $10,000,000 of Capitalized Lease Obligations to finance equipment
        purchases;

                (v)     intercompany Indebtedness of the Borrower and its
        Subsidiaries to the extent permitted by Section 9.05(vi);

                (vi)    Indebtedness of a Subsidiary of the Borrower acquired
        pursuant to a Permitted Acquisition (or Indebtedness assumed at the time
        of a Permitted Acquisition of an asset securing such Indebtedness),
        provided that (x) such Indebtedness was not incurred in connection with,
        or in anticipation or contemplation of, such Permitted Acquisition, and
        (y) the aggregate principal amount of all Indebtedness outstanding
        pursuant to this clause (vi) at any time shall not exceed $10,000,000;

                (vii)   unsecured Indebtedness of the Borrower incurred under
        the New Senior Notes and the New Senior Notes Indentures and of the
        Subsidiary Guarantors incurred under unsecured guarantees of the
        obligations of the Borrower provided under the New Senior Notes
        Documents to which they are a party, in an aggregate principal amount
        not to exceed $600,000,000 (less the amount of any repayments of
        principal thereof after the Effective Date);

                (viii)  Indebtedness of the Borrower or any of its Subsidiaries
        which may be deemed to exist in connection with agreements providing for
        indemnification, purchase price adjustments and similar obligations in
        connection with the acquisition or disposition of assets prior to the
        Effective Date or in accordance with the requirements of this Agreement
        so long as any such obligations are those of the Person making the
        respective acquisition or sale, and are not guaranteed by any other
        Person;

                (ix)    unsecured Indebtedness of a Credit Party consisting of
        unsecured guarantees by such Credit Party of obligations of one or more
        Qualified Credit Parties;

                                      -74-
<PAGE>

                (x)     unsecured Indebtedness of a Credit Party consisting of
        unsecured guarantees by such Credit Party of obligations of one or more
        Wholly-Owned Foreign Subsidiaries of the Borrower in an aggregate amount
        not to exceed $10,000,000 at any one time outstanding (less the amount
        of any payments made under any such guarantees after the Effective
        Date);

                (xi)    unsecured Indebtedness of Wholly-Owned Foreign
        Subsidiaries of the Borrower consisting of unsecured guarantees by such
        Wholly-Owned Foreign Subsidiaries of obligations of one or more other
        Wholly-Owned Foreign Subsidiaries of the Borrower;

                (xii)   Indebtedness arising from the honoring by a bank or
        other financial institution of a check, draft or similar instrument
        inadvertently (except in the case of daylight overdrafts) drawn against
        insufficient funds in the ordinary course of business, so long as such
        Indebtedness is extinguished within three Business Days of the
        incurrence thereof;

                (xiii)  Indebtedness in respect of Other Hedging Agreements and
        Commodity Agreements to the extent permitted by Section 9.05(xii);

                (xiv)   Indebtedness under the Receivables Facilities to the
        extent permitted by Section 9.02(xvii); and

                (xv)    additional Indebtedness of the Borrower and its
        Subsidiaries (other than Crompton International so long as Crompton
        International is not a Subsidiary Guarantor) not otherwise permitted
        hereunder not exceeding $5,000,000 in aggregate principal amount at any
        time outstanding, provided that no such additional Indebtedness shall be
        incurred at any time a Default or an Event of Default then exists or
        would result therefrom.

                9.05    Advances; Investments; Loans. The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, lend money
or extend credit or make advances to any Person, or purchase or acquire any
stock, obligations or securities of, or any other Equity Interest in, or make
any capital contribution to, any Person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract (each of the
foregoing an "Investment" and, collectively, "Investments"), except:

                (i)     the Borrower and its Subsidiaries may acquire and hold
        cash and Cash Equivalents, provided that during any time that Loans are
        outstanding, the aggregate amount of collected and Unrestricted cash and
        Cash Equivalents permitted to be held by the Borrower and its
        Subsidiaries shall not exceed $50,000,000 for any period of five
        consecutive Business Days;

                (ii)    the Borrower and its Subsidiaries may acquire and hold
        receivables owing to it, if created or acquired in the ordinary course
        of business and payable or dischargeable in accordance with customary
        trade terms of the Borrower or such Subsidiary;

                                      -75-
<PAGE>

                (iii)   the Borrower and its Subsidiaries may acquire and own
        investments (including debt obligations) received in connection with the
        bankruptcy or reorganization of suppliers, trade creditors, licensees,
        licensors and customers and in good faith settlement of delinquent
        obligations of, and other disputes with, suppliers, trade creditors,
        licensees, licensors and customers arising in the ordinary course of
        business;

                (iv)    Interest Rate Protection Agreements entered into in
        compliance with Section 9.04(iii) shall be permitted;

                (v) Investments in existence on the Effective Date and listed on
        Schedule VI (without giving effect to any additions thereto or
        replacements thereof); provided that any additional Investments made
        with respect to such Investments shall be permitted only if
        independently justified under the other provisions of this Section 9.05;

                (vi)    (u) Qualified Credit Parties may make intercompany loans
        to each other, (v) Wholly-Owned Foreign Subsidiaries of the Borrower may
        make intercompany loans to each other, (w) the Credit Parties may make
        intercompany loans to any Foreign Subsidiary of the Borrower, (x) any
        Wholly-Owned Foreign Subsidiary of the Borrower may make intercompany
        loans to any Non-Wholly-Owned Foreign Subsidiary of the Borrower, (y)
        any Subsidiary of the Borrower that is not a Credit Party may make
        intercompany loans to any Credit Party, and (z) any Non-Wholly-Owned
        Foreign Subsidiary of the Borrower may make intercompany loans to any
        Wholly-Owned Foreign Subsidiary of the Borrower, provided that (I)
        unless the respective obligor under such intercompany loan reasonably
        determines that the execution, delivery and performance of an
        Intercompany Note is prohibited by, or that such Intercompany Note would
        not be enforceable against such obligor under, applicable local law, any
        such intercompany loan made pursuant to this clause (vi) by a Credit
        Party shall be evidenced by an Intercompany Note or by such other
        documentation as may be acceptable to the Administrative Agent, (II) at
        no time shall the aggregate outstanding principal amount of all such
        intercompany loans made pursuant to sub-clause (w) of this clause (vi)
        above, when added to the aggregate amount of cash equity contributions
        made pursuant to (and in reliance on) Section 9.05(viii)(y), exceed
        $10,000,000 (determined without regard to write-downs or write-offs
        thereof), (III) at no time shall the aggregate outstanding principal
        amount of all such intercompany loans made pursuant to sub-clause (x) of
        this clause (vi) above, when added to the aggregate amount of cash
        equity contributions made pursuant to (and in reliance on) Section
        9.05(viii)(z), exceed $2,500,000 (determined without regard to
        write-downs or write-offs thereof), (IV) no intercompany loans may be
        made pursuant to sub-clause (w) or (x) of this clause (vi) at any time
        that a Default or an Event of Default is in existence (or would be in
        existence after giving effect thereto), (V) each intercompany loan made
        pursuant to this clause (vi) shall be subject to subordination as, and
        to the extent, required by Section 9.01(b) and the Intercompany
        Subordination Agreement, and (VI) any intercompany loans made pursuant
        to this clause (vi) shall cease to be permitted hereunder if the obligor
        or obligee thereunder ceases to constitute a Qualified Credit Party or a
        Subsidiary of the Borrower as contemplated above;

                (vii)   (x) loans by the Borrower and its Subsidiaries to
        officers, employees and directors of the Borrower and its Subsidiaries
        for bona fide business purposes, in each

                                      -76-
<PAGE>

        case incurred in the ordinary course of business, in an aggregate
        outstanding principal amount not to exceed $2,000,000 at any time
        outstanding (determined without regard to any write-downs or write-offs
        of such loans and advances) shall be permitted and (y) advances of
        reimbursable expenses by the Borrower and its Subsidiaries to officers,
        employees and directors of the Borrower and its Subsidiaries for bona
        fide purposes, in each case incurred in the ordinary course of business;

                (viii)  (w) any Wholly-Owned Foreign Subsidiary of the Borrower
        may make cash common equity contributions to any other Wholly-Owned
        Foreign Subsidiary of the Borrower, (x) any Qualified Credit Party may
        make cash common equity contributions to any of its direct Wholly-Owned
        Subsidiaries that is a Qualified Credit Party, (y) any Qualified Credit
        Party may make cash common equity contributions to any of its direct
        Wholly-Owned Foreign Subsidiaries (which contributions may initially be
        made through Crompton International), and (z) any Wholly-Owned Foreign
        Subsidiary of the Borrower may make cash common equity contributions to
        any of its Foreign Subsidiaries that are not Wholly-Owned Foreign
        Subsidiaries; provided that (I) at no time shall the aggregate amount of
        the cash common equity contributions made pursuant to sub-clause (y) of
        this clause (viii), when added to the aggregate outstanding principal
        amount of all intercompany loans made pursuant to sub-clause (w) of
        clause (vi) above (determined without regard to write-downs or
        write-offs thereof), exceed $10,000,000, (II) at no time shall the
        aggregate amount of the cash common equity contributions made pursuant
        to sub-clause (z) of this clause (viii), when added to the aggregate
        outstanding principal amount of all intercompany loans made pursuant to
        sub-clause (x) of clause (vi) above (determined without regard to
        write-downs or write-offs thereof), exceed $2,500,000, and (III) no
        contributions may be made pursuant to sub-clause (x) or (z) of this
        clause (viii) at any time that a Default or an Event of Default is in
        existence (or would be in existence after giving effect thereto);

                (ix)    the Borrower and its Wholly-Owned Subsidiaries may make
        Permitted Acquisitions in accordance with the relevant requirements of
        Section 8.15 and the component definitions therein;

                (x)     the Borrower and its Subsidiaries may own the capital
        stock of, or other Equity Interests in, their respective Subsidiaries
        created or acquired in accordance with the terms of this Agreement;

                (xi)    the Borrower and its Subsidiaries may acquire and hold
        non-cash consideration issued by the purchaser of assets in connection
        with a sale of such assets to the extent permitted by Sections 9.02(v)
        and (vi);

                (xii)   the Borrower and its Subsidiaries may enter into (x)
        Other Hedging Agreements in the ordinary course of business providing
        protection against fluctuations in currency values in connection with
        the foreign operations of the Borrower or any of its Subsidiaries and
        (y) Commodity Agreements in the ordinary course of business providing
        protection against fluctuations in prices of commodities used in the
        operations of the Borrower and its Subsidiaries and on a basis
        consistent with past practice, in each case so long as management of the
        Borrower or such Subsidiary, as the case may be, has

                                      -77-
<PAGE>

        determined in good faith that the entering into of such Other Hedging
        Agreements or Commodity Agreements, as the case may be, are bona fide
        hedging activities and are not for speculative purposes;

                (xiii)  the Borrower may acquire and hold obligations of one or
        more officers, directors or other employees of the Borrower or any of
        its Subsidiaries in connection with such officers', directors' or
        employees' acquisition of shares of capital stock of the Borrower, so
        long as no cash is paid by the Borrower or any of its Subsidiaries to
        such officers, directors or employees in connection with the acquisition
        of any such obligations;

                (xiv)   Investments constituting guaranties permitted by Section
        9.04; and

                (xv)    so long as no Default or Event of Default then exists or
        would result therefrom, the Borrower and its Subsidiaries may make
        Investments not otherwise permitted by clauses (i) through (xiv) of this
        Section 9.05 in an aggregate amount not to exceed $10,000,000 at any
        time outstanding (determined without regard to any write-downs or
        write-offs thereof).

                9.06    Dividends. The Borrower will not, and will not permit
        any of its Subsidiaries to, declare or pay any Dividends, except that:

                (i)     (x) any Subsidiary of the Borrower may pay cash
        Dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower
        and (y) any non-Wholly-Owned Subsidiary of the Borrower may pay cash
        Dividends to its shareholders generally so long as the Borrower or its
        respective Subsidiary which owns the Equity Interest in the Subsidiary
        paying such Dividends receives at least its proportionate share thereof
        (based upon its relative holding of the Equity Interests in the
        Subsidiary paying such Dividends and taking into account the relative
        preferences, if any, of the various classes of Equity Interests of such
        Subsidiary); provided (A) that any Dividend made pursuant to preceding
        clause (y) to any Person that is not a Credit Party or Wholly-Owned
        Subsidiary of the Borrower may only be made if no Default or Event of
        Default then exists or would result therefrom and (B) no Domestic
        Subsidiary of the Borrower may pay a Dividend to any Foreign Subsidiary
        of the Borrower;

                (ii)    the Borrower may redeem or purchase shares of its common
        stock or options to purchase shares of its common stock, as the case may
        be, held by former directors, officers or employees of the Borrower or
        any of its Subsidiaries following the death, disability, retirement or
        termination of employment of such directors, officers or employees,
        provided that (x) the aggregate amount paid by the Borrower in respect
        of all such redemptions and/or purchases shall not exceed $1,000,000 in
        any fiscal year of the Borrower, and (y) at the time of any redemption
        or purchase pursuant to this Section 9.06(ii), no Default or Event of
        Default shall then exist or result therefrom;

                (iii)   the Borrower may pay quarterly cash Dividends on its
        common stock on a basis consistent with its historical practices so long
        as (i) the aggregate amount of all such cash Dividends does not exceed
        in any fiscal quarter of the Borrower an amount equal to

                                      -78-
<PAGE>

        $0.05 per share of common stock of the Borrower outstanding on the
        respective record date for establishing such Dividends, (ii) such cash
        Dividends are paid within 60 days after the same are declared by the
        Board of Directors of the Borrower and (iii) no Default under Section
        10.01 or 10.05 and no Event of Default, in either case, exists at the
        time that such cash Dividends are declared by the Board of Directors of
        the Borrower or would result therefrom determined as if such Dividends
        were to be paid at the time that same were so declared; and

                (iv)    the Borrower may pay regularly scheduled Dividends on
        its Qualified Preferred Stock pursuant to the terms thereof solely
        through the issuance of additional shares of such Qualified Preferred
        Stock rather than in cash.

                9.07    Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any transaction or series
of transactions with any Affiliate of the Borrower or any of its Subsidiaries
other than in the ordinary course of business and on terms and conditions
substantially as favorable to the Borrower or such Subsidiary as would be
reasonably expected to be obtainable by the Borrower or such Subsidiary at the
time in a comparable arm's-length transaction with a Person other than an
Affiliate; provided that the following shall in any event be permitted: (i)
intercompany transactions among the Borrower and its Subsidiaries to the extent
expressly permitted by Sections 9.02, 9.03, 9.04, 9.05 and 9.06; (ii)
intercompany transactions among (A) Qualified Credit Parties and (B)
Wholly-Owned Foreign Subsidiaries of the Borrower, in each case to the extent
that such intercompany transactions are not otherwise prohibited under this
Agreement; (iii) the payment of consulting or other fees to the Borrower or any
other Qualified Credit Party by any Subsidiaries of the Borrower in the ordinary
course of business; (iv) customary fees to non-officer directors of the Borrower
and its Subsidiaries; (v) the Borrower and its Subsidiaries may enter into
employment and severance arrangements with respect to the procurement of
services with their respective officers and employees in the ordinary course of
business; and (vi) transactions to the extent permitted by Section 9.06.

                9.08    Consolidated Interest Coverage Ratio. The Borrower will
not permit the Consolidated Interest Coverage Ratio for any Test Period ending
on the last day of any fiscal quarter of the Borrower set forth below to be less
than the ratio set forth opposite such fiscal quarter below:

                Fiscal Quarter Ending                                 Ratio
                ---------------------                                 -----
                September 30, 2004                                  2.15:1.00
                December 31, 2004                                   2.15:1.00

                March 31, 2005                                      2.15:1.00
                June 30, 2005                                       2.15:1.00
                September 30, 2005                                  2.15:1.00
                December 31, 2005                                   2.25:1.00

                March 31, 2006                                      2.50:1.00
                June 30, 2006                                       2.50:1.00

                                      -79-
<PAGE>

                Fiscal Quarter Ending                                 Ratio
                ---------------------                                 -----
                September 30, 2006                                  2.75:1.00
                December 31, 2006                                   2.75:1.00

                March 31, 2007                                      3.00:1.00
                June 30, 2007                                       3.00:1.00
                September 30, 2007 and the last day of
                each fiscal quarter ending thereafter               3.25:1.00

                9.09    Leverage Ratio. The Borrower will not permit the
Leverage Ratio at any time during a period set forth below to be greater than
the ratio set forth opposite such period below:

                Period                                                Ratio
                ------                                                -----

                Effective Date to and including June 29, 2005       5.25:1.00

                June 30, 2005 to and including
                September 29, 2005                                  5.00:1.00

                September 30, 2005 to and including
                December 30, 2005                                   4.75:1.00

                December 31, 2005 to and including
                March 30, 2006                                      4.50:1.00

                March 31, 2006 to and including
                June 29, 2006                                       4.25:1.00

                June 30, 2006 to and including
                December 30, 2006                                   4.00:1.00

                December 31, 2006 to and including
                September 29, 2007                                  3.75:1.00

                September 30, 2007 to and including
                December 30, 2007                                   3.50:1.00

                December 31, 2007 to and including
                March 30, 2008                                      3.25:1.00

                March 31, 2008 and thereafter                       3.00:1.00

                9.10    Limitation on Voluntary Payments and Modifications of
Indebtedness and Designated Litigation Liabilities; Modifications of Certificate
of Incorporation, By-Laws and

                                      -80-
<PAGE>

Certain Other Agreements; Issuances of Capital Stock; etc. The Borrower will
not, and will not permit any of its Subsidiaries to:

                (i)     make (or give any notice in respect of) any voluntary or
        optional payment or prepayment on or redemption, repurchase or
        acquisition for value of (including, without limitation, by way of
        depositing with the trustee with respect thereto or any other Person
        money or securities before due for the purpose of paying when due), or
        any prepayment, repurchase, redemption or acquisition for value as a
        result of any asset sale, change of control or similar event of any
        Existing Senior Notes or any New Senior Notes; provided that (w) the
        Existing 2005 Senior Notes and the Existing 2006 Senior Notes may be
        refinanced as part of the Transaction, (x) the New Senior Notes may be
        exchanged for New Exchange Senior Notes in accordance with the
        requirements of the respective definitions thereof and the relevant
        provisions of this Agreement, (y) so long as no Default or Event of
        Default then exists or would result therefrom, the Borrower may
        voluntarily or optionally prepay any Existing 2006 Senior Notes that
        remain outstanding after the Effective Date, and (z) the Borrower may
        make a voluntary or optional payment, prepayment on, or redemption of,
        any floating rate New Senior Notes in an aggregate principal amount not
        to exceed $150,000,000 pursuant to, and in accordance with, the optional
        redemption provisions of the applicable New Senior Notes Indenture, in
        each case so long as (I) no Default or Event of Default then exists or
        would result therefrom, (II) no Existing 2006 Senior Notes are
        outstanding, (III) no Loans are then outstanding or will be outstanding
        after giving effect to the respective payment, prepayment or redemption
        and (IV) the Leverage Ratio is less than 3.00:1.00 (both before and
        after giving effect to the respective payment, prepayment or
        redemption);

                (ii)    amend, modify or change any Existing Senior Notes
        Documents or any New Senior Notes Document other than (x) as part of the
        Existing 2005/2006 Senior Notes Tender Offer/Consent Solicitation and
        (y) for amendments, modifications or changes that (I) do not adversely
        affect the interests of the Lenders in any material respect, (II) do not
        require the payment of any consent, amendment or similar fee and (III)
        have been approved in writing by the Administrative Agent;

                (iii)   voluntary or optionally prepay any Designated Litigation
        Liabilities more than 12 months in advance of any scheduled payment due
        with respect to any such Designated Litigation Liabilities;

                (iv)    amend, modify or change (including through any
        extension, replacement or refinancing thereof) any Receivables Facility
        other than for amendments, modifications or changes (including through
        any extension, replacement or refinancing thereof) that do not adversely
        affect the interests of the Lenders in any material respect and are
        otherwise on substantially the same terms as in effect on the Effective
        Date and otherwise in compliance with the terms and conditions of this
        Agreement; or

                (v)     amend, modify or change its certificate of incorporation
        (including, without limitation, by the filing or modification of any
        certificate of designation), by-laws, certificate of partnership,
        partnership agreement, certificate of limited liability company, limited
        liability company agreement (or equivalent organizational documents)

                                      -81-
<PAGE>

        or any agreement entered into by it, with respect to its capital stock
        or other Equity Interests, other than any such amendments, modifications
        or changes which do not adversely affect the interests of the Lenders in
        any material respect.

                9.11    Limitation on Issuance of Equity Interests. (a) The
Borrower will not issue (i) any Preferred Equity (or any options, warrants or
rights to purchase Preferred Equity), other than Qualified Preferred Stock
issued pursuant to clause (c) below, or (ii) any redeemable common stock or
equivalent common Equity Interests.

                (b)     The Borrower will not permit any of its Subsidiaries to
issue any capital stock or other Equity Interests (including by way of sales of
treasury stock), except (i) for transfers and replacements of then outstanding
shares of capital stock or other Equity Interests, (ii) for stock splits, stock
dividends and additional issuances which do not decrease the aggregate
percentage ownership of the Borrower and its Subsidiaries in any class of the
capital stock or other Equity Interests of such Subsidiaries, (iii) in the case
of Foreign Subsidiaries of the Borrower, to qualify directors and other nominal
amounts required to be held by local nationals in each case to the extent
required by applicable law, (iv) Subsidiaries formed after the Effective Date
pursuant to Section 9.13 may issue capital stock or other Equity Interests in
accordance with the requirements of Section 9.13 and (v) issuances of Equity
Interests (including Preferred Equity) by any Subsidiary of the Borrower to the
Borrower or to one or more Wholly-Owned Subsidiaries of the Borrower. All
capital stock or other Equity Interests issued in accordance with this Section
9.11(b) shall, to the extent required by the relevant Security Document, be
delivered to the Collateral Agent for pledge pursuant to such Security Document.

                (c)     The Borrower may issue Qualified Preferred Stock so long
as (x) no Default or Event of Default shall exist at the time of any such
issuance or immediately after giving effect thereto, and (y) with respect to
each issue of Qualified Preferred Stock, the gross cash proceeds therefrom (or
in the case of Qualified Preferred Stock directly issued as consideration for a
Permitted Acquisition, the Fair Market Value of the assets received therefor)
shall be at least equal to 100% of the liquidation preference thereof at the
time of issuance.

                9.12    Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective,
any encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its capital stock or any other
Equity Interests or participation in its profits owned by the Borrower or any
Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a
Subsidiary of the Borrower, (y) make loans or advances to the Borrower or any
Subsidiary of the Borrower or (z) transfer any of its properties or assets to
the Borrower or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement, the other Credit Documents, the Existing Senior Notes Documents and
the New Senior Notes Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting
assignment of any licensing agreement (in which the Borrower or any of its
Subsidiaries is the licensee) or any other contract entered into by the Borrower
or any Subsidiary of the Borrower in the ordinary course of business, (v) any
agreement or instrument governing Indebtedness permitted under Section 9.04(vi),
which encumbrance or restriction is not applicable to any

                                      -82-
<PAGE>

Person or the properties or assets of any Person, other than the Person or the
properties or assets of the Person acquired pursuant to the respective Permitted
Acquisition and so long as the respective encumbrances or restrictions were not
created (or made more restrictive) in connection with or in anticipation of the
respective Permitted Acquisition, (vi) restrictions applicable to any
Non-Wholly-Owned Subsidiary of the Borrower existing at the time of the
acquisition thereof as a result of an Investment pursuant to Section 9.05 or a
Permitted Acquisition effected in accordance with Section 8.15; provided that
the restrictions applicable to such joint venture are not made more burdensome,
from the perspective of the Borrower and its Subsidiaries, than those as in
effect immediately before giving effect to the consummation of the respective
Investment or Permitted Acquisition, (vii) restrictions on the transfer of any
asset pending the close of the sale of such asset, (viii) any restriction or
encumbrance or the transfer of any assets subject to Liens permitted by Sections
9.03(iv), (v), (vi), (x), (xi), (xii), (xiv) and (xv), and (ix) the New Domestic
Receivables Facility, which encumbrance or restriction is not applicable to any
Person or the properties or assets of any Person, other than the respective
Domestic Receivables Entity.

                9.13    Limitation on the Creation of Subsidiaries and Joint
Ventures. (a) Except as otherwise specifically provided in immediately
succeeding clause (b), the Borrower will not, and will not permit any of its
Subsidiaries to, establish, create or acquire after the Effective Date any
Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall
be permitted to establish, create and, to the extent permitted hereunder,
acquire Wholly-Owned Subsidiaries so long as (A) at least 15 Business Days' (or
such lesser period as is acceptable to the Administrative Agent in any given
case) prior written notice thereof is given to the Administrative Agent, (B)
subject to Sections 8.11(d) and 8.12, the Equity Interests of each such new
Wholly-Owned Subsidiary are pledged pursuant to, and to the extent required by,
the Pledge Agreement and, if such Equity Interests constitute certificated
Equity Interests, the certificates representing such Equity Interests, together
with stock or other powers duly executed in blank, are delivered to the
Collateral Agent for the benefit of the Secured Creditors, (C) to the extent
such new Wholly-Owned Subsidiary is required, in accordance with the applicable
provisions of Section 8.11, to become a Subsidiary Guarantor, such new
Wholly-Owned Subsidiary executes and delivers (x) a Joinder Agreement or (y)
counterparts of the Subsidiaries Guaranty, the Intercompany Subordination
Agreement, the Pledge Agreement and the Security Agreement, and takes all action
in connection therewith as would otherwise have been required to be taken
pursuant to Section 5 if such new Wholly-Owned Subsidiary had been a Credit
Party on the Effective Date, and (D) such new Wholly-Owned Subsidiary, to the
extent requested by the Administrative Agent or the Required Lenders, takes all
other actions required pursuant to Section 8.11 (including, without limitation,
to, at its own expense, execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter register, file or
record in any appropriate governmental office, any document or instrument
reasonably deemed by the Collateral Agent to be necessary or desirable for the
creation and perfection of the Liens on its assets intended to be created
pursuant to the applicable Security Documents).

                (b)     In addition to Subsidiaries of the Borrower established,
created or acquired pursuant to preceding clause (a), the Borrower and its
Subsidiaries may establish, acquire or create, and make Investments in,
Non-Wholly-Owned Subsidiaries after the Effective Date as a result of Permitted
Acquisitions (subject to the limitations contained in the definition thereof)
and Investments expressly permitted to be made pursuant to Section 9.05,
provided that

                                      -83-
<PAGE>

(x) all Equity Interests of each such Non-Wholly-Owned Subsidiary
shall be pledged by any Credit Party which owns same to the extent required by
the Pledge Agreement, and (y) any actions required to be taken pursuant to
Section 8.11 in connection with the establishment of, or Investments in, the
respective Subsidiaries are taken in accordance with the requirements of said
Section 8.11.

                9.14    Use of CNTA Basket. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any transaction or become party to
any document, other than the Credit Documents to secure the Obligations, that
would utilize any portion of the CNTA Basket; provided that the obligations of
the Borrower under the Existing 2023 Senior Notes and the Existing 2026 Senior
Notes, and the obligations of the Borrower and/or any Subsidiary Guarantor under
(or in respect of) Interest Rate Protection Agreements, Other Hedging Agreements
and Additional Secured Agreements entered into with a Lender or any affiliate
thereof, in each case may be secured on an equal and ratable basis with the
Obligations in excess of the CNTA Basket as, and to the extent, provided in the
Security Documents.

                SECTION 10. Events of Default. Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

                10.01   Payments. The Borrower shall (i) default in the payment
when due of any principal of any Loan or Note or any Unpaid Drawing, (ii)
default, and such default shall continue for five or more Business Days, in the
payment when due of any interest on any Loan, Note or Unpaid Drawing or any
Fees, or (iii) default, and such default shall continue for ten or more Business
Days, in the payment when due of any other amounts owing hereunder or under any
other Credit Document; or

                10.02   Representations, etc. Any representation, warranty or
statement made or deemed made by any Credit Party herein or in any other Credit
Document or in any statement or certificate delivered pursuant hereto or thereto
shall prove to be untrue in any material respect on the date as of which made or
deemed made; or

                10.03   Covenants. The Borrower or any of its Subsidiaries shall
(a) default in the due performance or observance by it of any term, covenant or
agreement contained in Section 8.01(f)(i), 8.10, 8.11, 8.13, 8.15 or 9, or (b)
default in the due performance or observance by it of any term, covenant or
agreement contained in this Agreement (other than those referred to in Section
10.01, 10.02 or clause (a) of this Section 10.03) and such default shall
continue unremedied for a period of at least 30 days after notice to the
defaulting party by the Administrative Agent or any Lender; or

                10.04   Default Under Other Agreements. (a) The Borrower or any
of its Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created or (ii) default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause

                                      -84-
<PAGE>

(determined without regard to whether any notice is required), any such
Indebtedness to become due (or terminated) prior to its stated maturity; or (b)
any Indebtedness (other than the Obligations) of the Borrower or any of its
Subsidiaries shall be declared to be (or shall become) due and payable (or
terminated), or shall be required to be prepaid other than by a regularly
scheduled required prepayment, prior to the stated maturity thereof; provided
that it shall not constitute an Event of Default pursuant to clause (a) or (b)
of this Section 10.04 unless the principal amount of any one issue of such
Indebtedness, or the aggregate amount of all such Indebtedness referred to in
clauses (a) and (b) above, equals or exceeds $25,000,000; or

                10.05   Bankruptcy, etc. The Borrower or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy", as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against the Borrower or any of its Subsidiaries and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
the Borrower or any of its Subsidiaries; or the Borrower or any of its
Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any of its Subsidiaries; or there is
commenced against the Borrower or any of its Subsidiaries any such proceeding
which remains undismissed for a period of 60 days; or the Borrower or any of its
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any of its Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or the Borrower or any of its Subsidiaries makes a
general assignment for the benefit of creditors; or any Company action is taken
by the Borrower or any of its Subsidiaries for the purpose of effecting any of
the foregoing; or

                10.06   ERISA. (a) (1) Any Plan shall fail to satisfy the
minimum funding standard required for any plan year or part thereof under
Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or
extension of any amortization period is sought or granted under Section 412 of
the Code or Section 303 or 304 of ERISA, (2) a Reportable Event shall have
occurred, (3) a contributing sponsor (as defined in Section 4001(a)(13) of
ERISA) of a Plan subject to Title IV of ERISA shall be subject to the advance
reporting requirement of PBGC Regulation Section 4043.61 (without regard to
subparagraph (b)(1) thereof) and an event described in subsection .62, .63, .64,
..65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be reasonably
expected to occur with respect to such Plan within the following 30 days, (4)
any Plan which is subject to Title IV of ERISA shall have had or is reasonably
likely to have a trustee appointed pursuant to Section 4042 of ERISA to
administer such Plan, (5) any Plan or Multiemployer Plan which is subject to
Title IV of ERISA is or is reasonably likely to be terminated or the subject of
termination proceedings under ERISA, (6) any Plan shall have an Unfunded Current
Liability, (7) a contribution required to be made with respect to a Plan,
Multiemployer Plan or a Foreign Pension Plan has not been timely made, (8) the
Borrower or any Subsidiary of the Borrower or any ERISA Affiliate has incurred
or is reasonably likely to incur any liability to or on account of a Plan or
Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971

                                      -85-
<PAGE>

or 4975 of theCode or on account of a group health plan (as defined in Section
607(1) of ERISA, Section 4980B(g)(2) of the Code or 45 Code of Federal
Regulations Section 160.103) due to a violation of Section 4980B of the Code
and/or the Health Insurance Portability and Accountability Act of 1996, (9) the
Borrower or any Subsidiary of the Borrower has incurred or is likely to incur
liabilities pursuant to one or more employee welfare benefit plans (as defined
in Section 3(1) of ERISA) that provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or Plans or
Foreign Pension Plans, (10) a "default" within the meaning of Section 4219(c)(5)
of ERISA, shall occur with respect to any Multiemployer Plan or (11) any
applicable law, rule or regulation is adopted, changed or interpreted, or the
interpretation or administration thereof is changed, in each case after the date
hereof, by any governmental authority or agency or by any court; (b) there shall
result from any such event or events described above in this Section 10.06 the
imposition of a lien, the granting of a security interest, or a liability or a
material risk of incurring a liability; and (c) such lien, security interest or
liability, either individually and/or in the aggregate, has had, or could
reasonably be expected to have, a Material Adverse Effect; or

                10.07   Security Documents. (a) Any Security Document shall
cease to be in full force and effect (except in accordance with the terms
thereof), or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral wherein perfection of a security interest
is required hereunder or under the relevant Security Document), in favor of the
Collateral Agent, superior to and prior to the rights of all third Persons
(except as permitted by Section 9.03), and subject to no other Liens (except as
permitted by Section 9.03), or (b) any Credit Party shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any such Security Document and such default
shall continue unremedied for a period of at least 30 days; or

                10.08   Subsidiaries Guaranty. The Subsidiaries Guaranty or any
provision thereof shall cease to be in full force or effect (except in
accordance with the terms thereof) as to any Subsidiary Guarantor, or any
Subsidiary Guarantor or any Person acting by or on behalf of such Subsidiary
Guarantor shall deny or disaffirm such Subsidiary Guarantor's obligations under
the Subsidiaries Guaranty, or any Subsidiary Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to the Subsidiaries Guaranty; or

                10.09   Judgments. One or more judgments or decrees shall be
entered against the Borrower or any of its Subsidiaries involving a liability
(to the extent not paid when due or covered by a reputable and solvent insurance
company (with any portion of any judgment or decree not so covered to be
included in any determination hereunder)) equal to or in excess of $10,000,000
for all such judgments and decrees and all such judgments or decrees shall
either be final and non-appealable or shall not have been vacated, discharged or
stayed or bonded pending appeal for any period of 30 consecutive days; or

                10.10   Ownership. (a) A Change of Control shall have occurred;
or

                                      -86-
<PAGE>

                10.11   Denial of Liability. (a) The Borrower or any other
Credit Party shall deny its obligations under this Agreement, any Note or any
other Credit Document, or (b) any law, rule or regulation shall purport to
render invalid, or preclude enforcement of, any material provision of this
Agreement or any other Credit Document or impair performance of any Credit
Party's obligations hereunder or under any other Credit Document;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Lender to enforce its claims against any Credit
Party (provided that if an Event of Default specified in Section 10.05 shall
occur with respect to the Borrower, the result which would occur upon the giving
of written notice by the Administrative Agent as specified in clauses (i) and
(ii) below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitment terminated, whereupon the Commitments of each
Lender shall forthwith terminate immediately and any Commitment Commission and
any other Fees shall forthwith become due and payable without any other notice
of any kind; (ii) declare the principal of and any accrued interest in respect
of all Loans and all Obligations owing hereunder (including Unpaid Drawings) to
be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; (iii) enforce, as Collateral Agent (or direct the
Collateral Agent to enforce), any or all of the Liens and security interests
created pursuant to the Security Documents; (iv) terminate any Letter of Credit
which may be terminated in accordance with its terms; (v) direct the Borrower to
pay (and the Borrower agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 10.05 with respect to the
Borrower, it will pay) to the Administrative Agent at the Payment Office such
additional amount of cash (in the respective currencies in which such Letters of
Credit are denominated), to be held as security by the Administrative Agent, as
is equal to the sum of the aggregate Stated Amount of all Letters of Credit
issued for the account of the Borrower and then outstanding; and (vi) apply any
cash collateral held by the Administrative Agent as provided in Section 4.02 to
the repayment of the Obligations.

                SECTION 11. Definitions. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                "Acquired Entity or Business" shall mean either (x) the assets
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower or (y) 100% of the Equity Interests of any such
Person, which Person shall, as a result of the acquisition of such Equity
Interests, become a Wholly-Owned Subsidiary of the Borrower (or shall be merged
with and into the Borrower or a Wholly-Owned Subsidiary of the Borrower, with
the Borrower (in the case of any merger involving the Borrower) or a
Wholly-Owned Subsidiary of the Borrower (in the case of any other merger) being
the surviving Person).

                "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or have been purported to be
granted) (and continue to be in effect at the time of determination) pursuant to
Sections 8.11, 8.12 and/or 9.13.

                                      -87-
<PAGE>

                "Additional Mortgage" shall have the meaning provided in Section
8.11(a).

                "Additional Mortgaged Property" shall have the meaning provided
in Section 8.11(a).

                "Additional Revolving Loan Commitment" shall mean, for each
Additional RL Lender, any commitment to make Revolving Loans by such Additional
RL Lender pursuant to Section 1.14, in such amount as agreed to by such
Additional RL Lender in the respective Additional Revolving Loan Commitment
Agreement; provided that on the Additional Revolving Loan Commitment Date upon
which an Additional Revolving Loan Commitment of any Additional RL Lender
becomes effective, such Additional Revolving Loan Commitment of such Additional
RL Lender shall be added to (and thereafter become a part of) the Revolving Loan
Commitment of such Additional RL Lender for all purposes of this Agreement as
contemplated by Section 1.14.

                "Additional Revolving Loan Commitment Agreement" shall mean an
Additional Revolving Loan Commitment Agreement substantially in the form of
Exhibit P (appropriately completed).

                "Additional Revolving Loan Commitment Date" shall mean each date
upon which an Additional Revolving Loan Commitment under an Additional Revolving
Loan Commitment Agreement becomes effective as provided in Section 1.14(b).

                "Additional RL Lender" shall have the meaning provided in
Section 1.14(b).

                "Additional Secured Agreements" shall have the meaning provided
in the respective Security Documents.

                "Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into from
time to time pursuant to Sections 8.11, 8.12 and/or 9.13, as each such document
may be modified, supplemented or amended from time to time in accordance with
the terms hereof and thereof.

                "Administrative Agent" shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 12.10.

                "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including but not limited to all
directors and officers of such Person), controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power (i)
to vote 10% or more of the securities having ordinary voting power for the
election of directors (or equivalent governing body) of such Person or (ii) to
direct or cause the direction of the management and policies of such other
Person, whether through the ownership of voting securities, by contract or
otherwise; provided, however, that neither the Administrative Agent, the
Collateral Agent nor any Lender (nor any Affiliate thereof) shall be considered
an Affiliate of the Borrower or any Subsidiary thereof.

                                      -88-
<PAGE>

                "Aggregate CL Exposure" shall mean, at any time, the sum of (i)
the aggregate principal amount of all CL Loans outstanding at such time and (ii)
the aggregate amount of all CL Letter of Credit Outstandings at such time.

                "Aggregate RL Exposure" shall mean, at any time, the sum of (i)
the aggregate principal amount of all Revolving Loans outstanding at such time,
(ii) the aggregate amount of all RL Letter of Credit Outstandings at such time
and (iii) the aggregate principal amount of all Swingline Loans outstanding at
such time.

                "Aggregate Swingline Exposure" shall mean, at any time, the
aggregate principal amount of all Swingline Loans outstanding at such time.

                "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended or renewed from time to time.

                "AIC" shall mean Assured Insurance Company, a Vermont
corporation.

                "Alternative Currency" shall mean Canadian Dollars and Euros.

                "Applicable Commitment Fee Percentage" shall mean 0.50%.

                "Applicable Currency" shall mean, with respect to any Letter of
Credit, the currency in which such Letter of Credit is denominated (i.e.,
Dollars or an Alternative Currency).

                "Applicable Margin" shall mean (i) in the case of CL Loans that
are maintained (x) as Base Rate Loans, a percentage per annum equal to 2.00%,
and (y) as Eurodollar Loans, a percentage per annum equal to 3.00%, and (ii) in
the case of Revolving Loans and Swingline Loans for any Margin Reduction Period,
from and after any Start Date to and including the corresponding End Date, the
respective percentage per annum set forth below under the respective Type and
Tranche of Loans and opposite the respective Level (i.e., Level 1, Level 2,
Level 3 or Level 4, as the case may be) indicated to have been achieved on the
applicable Test Date for such Start Date (as shown in the respective officer's
certificate delivered pursuant to Section 8.01(e) with respect to the Borrower's
applicable fiscal quarter or fiscal year, as the case may be, or the first
proviso below):

                                            Swingline Loans
                                             and Revolving     Revolving Loans
                                           Loans maintained     maintained as
     Level         Leverage Ratio         as Base Rate Loans   Eurodollar Loans
     -----    ------------------------   -------------------   ----------------
       1      Less than 3.00:1.00                1.00%               2.00%

       2      Greater than or equal to
              3.00:1.00 but less than
              3.50:1.00                          1.25%               2.25%

       3      Greater than or equal to
              3.50:1.00 but less than
              or equal to 4.00:1.00              1.50%               2.50%

       4      Greater than 4.00:1.00             2.00%               3.00%

                                      -89-
<PAGE>

; provided, however, that if the Borrower fails to deliver the financial
statements required to be delivered pursuant to Section 8.01(b) or (c)
(accompanied by the officer's certificate required to be delivered pursuant to
Section 8.01(e) showing the applicable Leverage Ratio on the relevant Test Date)
on or prior to the respective date required by such Sections, then Level 4
pricing shall apply until such time, if any, as the financial statements
required as set forth above and the accompanying officer's certificate have been
delivered showing the pricing for the respective Margin Reduction Period is at a
Level below Level 4 (it being understood that, in the case of any late delivery
of the financial statements and officer's certificate as so required, any
reduction in the Applicable Margin shall apply only from and after the date of
the delivery of the complying financial statements and officer's certificate);
provided further, (i) that Level 4 pricing shall apply at all times when any
Default or Event of Default is in existence and (ii) except as otherwise
provided in preceding clause (i) of this proviso, that for the period from the
Effective Date to the date of the delivery of the Borrower's financial
statements (and related officer's certificate) in respect of the Borrower's
fiscal quarter ending June 30, 2005, Level 3 pricing shall apply.

                "Asset Sale" shall mean any sale, transfer or other disposition
by the Borrower or any of its Subsidiaries to any Person other than the Borrower
or any Wholly-Owned Subsidiary of the Borrower of any asset or property
(including, without limitation, any capital stock or other securities of, or
other Equity Interests in, another Person, but excluding the sale by the
Borrower of its own capital stock) of the Borrower or such Subsidiary other than
sales, transfers or other dispositions pursuant to Sections 9.02(iv), (vii),
(viii), (xiii), (xv), (xvi) and (xvii).

                "Assignment and Assumption Agreement" shall mean the Assignment
and Assumption Agreement substantially in the form of Exhibit M (appropriately
completed).

                "Attributable Debt" shall mean, as of any date of determination
thereof, without duplication, (i) in connection with a Sale and Leaseback
Transaction entered into on or after the Effective Date, the net present value
(discounted according to U.S. GAAP at the cost of debt implied in the lease) of
the obligations of the lessee for rental payments during the then remaining term
of any applicable lease, provided that if such Sale and Leaseback Transaction
results in a Capitalized Lease Obligation, the amount of the Indebtedness
represented thereby will be determined in accordance with the definition of
"Capitalized Lease Obligation," and (ii) the principal balance, unpaid
investment or capital outstanding under any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
(including an off-balance sheet receivables financing, including the Receivables
Facilities) product to which such Person is a party.

                "Authorized Officer" shall mean, with respect to (i) delivering
Notices of Borrowing, Notices of Conversion/Continuation, Letter of Credit
Requests and similar notices, any person or persons that has or have been
authorized by the Board of Directors of the

                                      -90-
<PAGE>

Borrower to deliver such notices pursuant to this Agreement and that has or have
appropriate signature cards on file with the Administrative Agent, the Swingline
Lender and the respective Issuing Lender, (ii) delivering financial information
and officer's certificates pursuant to this Agreement, the chief financial
officer, the treasurer or any other senior financial officer of the Borrower and
(iii) any other matter in connection with this Agreement or any other Credit
Document, any officer (or a person or persons so designated by any two officers)
of the Borrower.

                "Available Credit-Linked Commitment" of any CL Lender at any
time shall mean its CL Percentage of the Total Available Credit-Linked
Commitment at such time.

                "Available Revolving Loan Commitment" of any RL Lender at any
time shall mean its RL Percentage of the Total Available Revolving Loan
Commitment at such time.

                "Bankruptcy Code" shall have the meaning provided in Section
10.05.

                "Base Rate" shall mean, at any time, the higher of (x) the rate
which is 1/2 of 1% in excess of the Federal Funds Rate at such time and (y) the
Prime Lending Rate at such time.

                "Base Rate Loan" shall mean (i) each Swingline Loan and (ii)
each other Loan which is designated or deemed designated as a Base Rate Loan by
the Borrower at the time of the incurrence thereof or conversion thereto.

                "Blocked Commitment" shall mean the RL Blocked Commitment or the
CL Blocked Commitment, as applicable.

                "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                "Borrowing" shall mean the borrowing of one Type of Loan of a
single Tranche by the Borrower from all the Lenders having Commitments of the
respective Tranche (or from the Swingline Lender in the case of Swingline Loans)
on a given date (or resulting from a conversion or conversions on such date),
having in the case of Eurodollar Loans the same Interest Period; provided that
Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered part of
the related Borrowing of Eurodollar Loans.

                "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
which shall be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close and
(ii) with respect to all notices and determinations in connection with, and
payments of principal and interest on or with respect to, Eurodollar Loans, any
day which is a Business Day described in clause (i) above and which is also a
day for trading by and between banks in U.S. dollar deposits in the interbank
Eurodollar market.

                "Calculation Period" shall mean, with respect to any Permitted
Acquisition, any Significant Asset Sale or any other event expressly required to
be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the
Test Period most recently ended prior to the date of such Permitted Acquisition,
Significant Asset Sale or other event.

                                      -91-
<PAGE>

                "CAM" shall mean the mechanism for the allocation and exchange
of interests in the Loans, Unpaid Drawings, participations in Letters of Credit
and collections thereunder established under Section 14.

                "CAM Exchange" shall mean the exchange of the Lenders' interests
provided for in Section 14.01.

                "CAM Exchange Date" shall mean the first date after the
Effective Date on which there shall occur (a) any event described in Section
10.05 with respect to the Borrower or (b) an acceleration of Loans pursuant to
Section 10.

                "CAM Percentage" shall mean, as to each Lender, a fraction,
expressed as a decimal, of which (a) the numerator shall be the sum of (i) the
Individual CL Exposure, if any, of such Lender, and (ii) the Individual RL
Exposure, if any, of such Lender, in each case immediately prior to the CAM
Exchange Date, and (b) the denominator shall be the sum of (i) the Aggregate CL
Exposure of all the Lenders and (ii) the Aggregate RL Exposure of all the
Lenders, in each case immediately prior to the CAM Exchange Date.

                "Canadian Dollars" or "$CDN" shall mean freely and transferable
lawful money of Canada.

                "Capital Expenditures" shall mean, with respect to any Person,
for any period, all expenditures by such Person which should be capitalized in
accordance with U.S. GAAP during such period, including, without duplication,
all such expenditures with respect to fixed or capital assets and, without
duplication, the amount of all Capitalized Lease Obligations incurred by such
Person during such period.

                "Capital Lease", as applied to any Person, shall mean any lease
of any property by that Person as lessee which, in conformity with U.S. GAAP, is
accounted for as a capital lease on the balance sheet of that Person.

                "Capitalized Lease Obligations" of any Person shall mean all
obligations under Capital Leases of such Person, in each case taken at the
amount thereof accounted for as indebtedness in accordance with U.S. GAAP.

                "Cash Collateral Agreement" shall have the meaning provided in
Section 5.13.

                "Cash Equivalents" shall mean (i) securities issued or directly
fully guaranteed or insured by the governments of the United States, Canada and
members of the European Union or any agency or instrumentality thereof (provided
that the full faith and credit of the respective such government is pledged in
support thereof) having maturities of not more than six months from the date of
acquisition, (ii) securities issued by any state of the United States or any
political subdivision of any such state or any public instrumentality thereof
maturing within six months from the date of acquisition thereof and, at the time
of acquisition, having one of the two highest ratings obtainable from either S&P
or Moody's, (iii) certificates of deposit and Eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any domestic commercial bank or commercial bank of a
foreign country

                                      -92-
<PAGE>

recognized by the United States, (x) in the case of a domestic commercial bank,
having capital and surplus in excess of $500,000,000 and outstanding debt which
is rated "A" (or similar equivalent thereof) or higher by at least one
nationally recognized statistical rating organization (as defined under Rule 436
under the Securities Act) and (y) in the case of a foreign commercial bank,
having capital and surplus in excess of $250,000,000 (or the foreign currency
equivalent thereof), (iv) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (i) and
(iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above, (v) commercial paper having a
rating of at least A-1 from S&P or at least P-1 from Moody's and in each case
maturing within six months after the date of acquisition and (vi) investments in
money market funds which invest substantially all their assets in securities of
the types described in clauses (i) through (v) above. Furthermore, with respect
to Foreign Subsidiaries of the Borrower, Cash Equivalents shall include bank
deposits (and investments pursuant to operating account agreements) maintained
with various local banks in the ordinary course of business consistent with past
practice of the Borrower's Foreign Subsidiaries.

                "Change of Control" shall mean (i) any "Person" or "Group"
(within the meaning of Sections 13(d) and 14(d) under the Exchange Act, as in
effect on the Effective Date) (A) is or shall become the "beneficial owner" (as
so defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of 35% or more
on a fully diluted basis of the voting and/or economic interest in the
Borrower's capital stock or other Equity Interests or (B) has or shall have
obtained the power (whether or not exercised) to elect a majority of the
Borrower's directors, (ii) the Board of Directors of the Borrower shall cease to
consist of a majority of Continuing Directors, or (iii) a "change of control" or
similar event shall occur as provided in any Existing Senior Notes Document or
New Senior Notes Document.

                "CL Blocked Commitment" shall mean, at any time, the aggregate
principal amount of CL Loans theretofore or then being repaid pursuant to
Section 4.02(b) with proceeds from any Asset Sale effected pursuant to Section
9.02(vi); it being understood and agreed that (i) the CL Blocked Commitment may
be utilized to incur CL Loans so long as (x) all of the applicable conditions to
Borrowing set forth in this Agreement have been satisfied, and (y) all of the
proceeds thereof are contemporaneously used to make payments in respect of
Designated Litigation Liabilities that are then due and owing or are otherwise
permitted to be prepaid pursuant to Section 9.10(iii), (ii) the amount of the CL
Blocked Commitment shall be correspondingly reduced in the aggregate principal
amount of, and contemporaneously with the incurrence of, such CL Loans as
provided in preceding clause (i), and (iii) from and after the delivery by the
Borrower to the Administrative Agent of a certified resolution of the Board of
Directors of the Borrower to the Administrative Agent and each of the Lenders to
the effect that (I) the Borrower is not required, under the rules and
regulations of the SEC under the Exchange Act, to state in its annual report
that the Designated Litigation Liabilities could have a material adverse effect
on the Borrower's financial condition, results of operations and prospects and
(II) such statement will no longer appear in the Borrower's annual report or on
any report on Form 10-Q or Form 10-K to be filed with the SEC (such
certification, the "Designated Litigation Certificate"), the amount of the CL
Blocked Commitment as then in effect shall be reduced to (and as the same may
further be increased or decreased from time to time as provided in preceding
clause (i) or (ii), as the case may be) the amount (if positive) by which (x)
the sum of (I) the Total Blocked Commitment in effect immediately prior to the
delivery of the Designated

                                      -93-
<PAGE>

Litigation Certificate plus (II) the aggregate amount of the Account Proceeds
(as defined in the Cash Collateral Agreement) in (or credited to) the Account
(as defined in the Cash Collateral Agreement) exceeds (y) the aggregate amount
of all remaining Designated Litigation Liabilities at such time; provided that
the CL Blocked Commitment shall be reduced to $0 at such time, after the
delivery of the Designated Litigation Certificate, that the aggregate amount of
all Designated Litigation Liabilities does not exceed $10,000,000.

                "CL Credit Event" shall mean and include the incurrence of a CL
Loan and the issuance of a CL Letter of Credit.

                "CL Facility Fee" shall have the meaning provided in Section
3.01(c).

                "CL Interest Payment Date" shall mean (i) in the case of the
first CL Interest Payment Date, the last day of the third Interest Period
applicable to Credit-Linked Deposits occurring after the Effective Date and (ii)
the last day of every third Interest Period applicable to Credit-Linked Deposits
to occur thereafter.

                "CL Lender" shall mean each Lender having a Credit-Linked
Commitment (without giving effect to any termination of the Total Credit-Linked
Commitment if any CL Letter of Credit Outstandings remain outstanding) or which
has any outstanding CL Loans.

                "CL Letter of Credit" shall mean each Letter of Credit issued to
the Borrower pursuant to Section 2.01(a) and designated as such by the Borrower
in the respective Letter of Credit Request (or re-designated as such pursuant to
Section 2.03(c)).

                "CL Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding CL Letters of Credit
at such time and (ii) the aggregate amount of all CL Unpaid Drawings at such
time.

                "CL Loan" shall have the meaning provided in Section 1.01(b).

                "CL Note" shall have the meaning provided in Section 1.05(a).

                "CL Percentage" of any CL Lender at any time shall be that
percentage which is equal to a fraction (expressed as a percentage) the
numerator of which is the Credit-Linked Commitment of such CL Lender at such
time and the denominator of which is the Total Credit-Linked Commitment at such
time, provided that if any such determination is to be made after the Total
Credit-Linked Commitment (and the related Credit-Linked Commitments of the CL
Lenders) has (or have) terminated, the determination of such percentages shall
be made immediately before giving effect to such termination.

                "CL Reserve Account" shall have the meaning assigned to such
term in Section 14.02(a).

                "CL Unpaid Drawing" shall mean any Unpaid Drawing under a CL
Letter of Credit.

                                      -94-
<PAGE>

                "CNTA Attributable Debt" shall mean "Attributable Debt" as such
term is defined in the Existing Senior Notes Indenture.

                "CNTA Basket" shall mean, at any time, the greater of (i) 10% of
Consolidated Net Tangible Assets as of the Designated Date and (ii) any larger
amount of obligations permitted to be incurred and secured by the Borrower and
its Subsidiaries pursuant to the Existing Senior Notes Indenture without the
requirement to equally and ratably secure any of the Existing Senior Notes.

                "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code, as in effect at the
date of this Agreement and any subsequent provisions of the Code, amendments
thereof, supplemental thereto or substituted therefor.

                "Collateral" shall mean all property (whether real or personal,
movable or immovable) with respect to which any security interests have been
granted (or purported to be granted) pursuant to any Security Document
(including any Additional Security Document), including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral, all Mortgaged
Properties and all cash and Cash Equivalents delivered as collateral pursuant to
Section 4.02 or 10 or any Credit Document and all Additional Collateral, if any,
provided, however, that the term "Collateral" shall not include any property of,
Equity Interests in, or any debt owed by, any Domestic Receivables Entity so
long as such Domestic Receivables Entity is not (and is not required to be) a
Subsidiary Guarantor and the pledging of a security interest in any such
property is prohibited by the terms of the New Domestic Receivables Facility.

                "Collateral Agent" shall mean DBAG and any of its Affiliates
acting as collateral agent for the Secured Creditors pursuant to the terms of
any Credit Document and shall include any successor to the Collateral Agent
appointed pursuant to Section 12.10.

                "Commitment" shall mean any of the commitments of any Lender,
i.e., whether a Revolving Loan Commitment or a Credit-Linked Commitment.

                "Commitment Commission" shall have the meaning provided in
Section 3.01(a).

                "Commodity Agreements" shall mean commodity agreements, hedging
agreements and other similar agreements or arrangements designed to protect
against price fluctuations of commodities used in the business of the Borrower
and its Subsidiaries.

                "Company" shall mean any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).

                "Consolidated Debt" shall mean, at any time, the sum of (without
duplication) (i) the aggregate principal amount of all Indebtedness (or, if
greater, the aggregate face amount of any Indebtedness issued at a discount) of
the Borrower and its Subsidiaries (on a consolidated basis) at such time
(including, without limitation, all Loans, letters of credit (including Letters
of Credit), Capitalized Lease Obligations and guaranties of other Indebtedness),
(ii) the aggregate outstanding amount of all Attributable Debt of the Borrower
and its Subsidiaries (on a consolidated basis) at such time, and (iii) the net
present value (discounted according to U.S.

                                      -95-
<PAGE>

GAAP) of all outstanding Designated Litigation Liabilities (other than
Designated Litigation Liabilities which, in the case of judgments only, are not
final and with respect to which the Borrower or its applicable Subsidiary shall
in good faith be prosecuting an appeal or proceedings for review and in respect
of which there shall have been secured a subsisting stay of execution pending
such appeal or proceedings) in excess of $1,000,000 in the aggregate at such
time; provided that for purposes of this definition, (v) the amount of
Indebtedness in respect of Interest Rate Protection Agreements shall be at any
time the unrealized net loss position, if any, of the Borrower and/or its
Subsidiaries thereunder on a marked-to-market basis determined no more than one
month prior to such time, (w) the amount of Indebtedness in respect of Other
Hedging Agreements, Commodity Agreements and obligations included in clause (v)
of the definition of "Indebtedness", in each case entered into in the ordinary
course of business shall be excluded, (x) the amount of Attributable Debt in
respect of the Receivables Facilities shall be excluded, (y) all Contingent
Obligations in respect of obligations of a third Person that are not otherwise
Indebtedness shall be excluded and (z) (A) the obligations in respect of the
$50,000,000 settlement entered into with the U.S. Department of Justice and the
$7,000,000 settlement entered into with the Commissioner of Competition and the
Attorney General of Canada, each as described in the Borrower's report on Form
10-K filed with the SEC with respect to the Borrower's fiscal year ended
December 31, 2003, also shall be excluded, and (B) the costs and expenses
related to the Designated Litigation Liabilities otherwise included in
sub-clause (iii) above shall be excluded.

                "Consolidated EBIT" shall mean, for any period, Consolidated Net
Income for such period before Consolidated Interest Expense for such period (to
the extent that same was deducted in arriving at Consolidated Net Income for
such period) and provision for taxes based on income that were included in
arriving at Consolidated Net Income for such period and without giving effect
(x) to any extraordinary gains or any non-cash losses (other than those non-cash
losses for which a cash payment in a future period may be required) and (y) to
any gains or losses from sales of assets other than from sales of inventory in
the ordinary course of business.

                "Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT for such period, adjusted by adding thereto (without duplication) (i) the
amount of all amortization of intangibles and depreciation that were deducted in
arriving at Consolidated EBIT for such period, (ii) the amount of all fees and
expenses incurred in connection with, and premiums paid as part of, the
Transaction for such period to the extent that same were deducted in arriving at
Consolidated EBIT for such period, (iii) the amount of all Designated Litigation
Liabilities incurred for such period in excess of $1,000,000 in the aggregate to
the extent that same were deducted in arriving at Consolidated EBIT for such
period and are otherwise included in Consolidated Debt at such time, (iv) up to
$75,000,000 of non-recurring restructuring charges in the aggregate incurred
during the term of this Agreement to the extent that same were deducted in
arriving at Consolidated EBIT for such period, and (v) up to $20,000,000 of
legal and other expenses in the aggregate incurred during the period from April
1, 2004 through and including March 31, 2005 in connection with the antitrust
investigations and related matters described under the heading "ANTITRUST
INVESTIGATION AND RELATED MATTERS" set forth in the Borrower's Form 10-Q filed
with the SEC in respect of the Borrower's fiscal quarter ended March 31, 2004 to
the extent that same were deducted in arriving at Consolidated EBIT for such
period; it being understood that (x) in determining the Leverage Ratio only,
Consolidated EBITDA for any period shall be calculated on a Pro Forma Basis to
give effect to any Significant

                                      -96-
<PAGE>

Asset Sale during such period and to any Acquired Entity or Business acquired
during such period pursuant to a Permitted Acquisition and not subsequently sold
or otherwise disposed of by the Borrower or any of its Subsidiaries during such
period, (y) the costs and expenses related to the Designated Litigation
Liabilities shall not be added back pursuant to sub-clause (iii) above and (z)
for purposes of this Agreement, Consolidated EBITDA for the Borrower's fiscal
quarters ended September 30, 2003, December 31, 2003, March 31, 2004 and June
30, 2004 shall be $45,600,000, $35,600,000, $60,100,000 and $55,000,000,
respectively.

                "Consolidated Interest Coverage Ratio" shall mean, for any
period, the ratio of (x) Consolidated EBITDA for such period to (y) Consolidated
Interest Expense for such period.

                "Consolidated Interest Expense" shall mean, for any period, the
sum of (without duplication) (i) the total consolidated interest expense of the
Borrower and its Subsidiaries for such period (calculated without regard to any
limitations on payment thereof), adjusted to exclude (to the extent same would
otherwise be included in the calculation above in this clause (i)) the
amortization of any deferred financing costs for such period, plus (ii) (x) that
portion of Capitalized Lease Obligations of the Borrower and its Subsidiaries on
a consolidated basis representing the interest factor for such period and (y)
the interest component (or imputed interest) of any lease payment or other
off-balance sheet financing under Attributable Debt transactions paid or
incurred by the Borrower and its Subsidiaries on a consolidated basis for such
period other than in respect of the Receivables Facilities, plus (iii) all Fees
paid or payable for such period pursuant to Sections 3.01(a), (b), (c) and (d);
it being understood and agreed that for purposes of this Agreement, Consolidated
Interest Expense for the Borrower's fiscal quarters ended December 31, 2003,
March 31, 2004 and June 30, 2004 shall be $16,700,000, $17,200,000 and
$16,400,000, respectively.

                "Consolidated Net Income" shall mean, for any period, the net
income (or loss) of the Borrower and its Subsidiaries for such period,
determined on a consolidated basis (after any deduction for minority interests),
provided that (i) in determining Consolidated Net Income, the net income of any
other Person which is not a Subsidiary of the Borrower (including each
Unrestricted Subsidiary) or is accounted for by the Borrower by the equity
method of accounting shall be included only to the extent of the payment of cash
dividends or cash distributions by such other Person to the Borrower or a
Subsidiary thereof during such period, and (ii) the net income of any Subsidiary
of the Borrower shall be excluded to the extent that the declaration or payment
of cash dividends or similar cash distributions by that Subsidiary of that net
income is not at the date of determination permitted by operation of its charter
or any agreement, instrument, judgment, decree, order, statute, rule, regulation
or law applicable to such Subsidiary.

                "Consolidated Net Tangible Assets" shall mean "Consolidated Net
Tangible Assets" as such term is defined in the Existing Senior Notes Indenture.

                "Contingent Obligation" shall mean, as to any Person, any
obligation of such Person as a result of such Person being a general partner of
any other Person, unless the underlying obligation is expressly made
non-recourse as to such general partner, and any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness, leases, dividends or
other obligations ("primary obligations") of any other Person (the "primary
obligor") in any

                                      -97-
<PAGE>

manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (x) for the purchase or payment of any
such primary obligation or (y) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the lesser of (x) the stated
or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith and
(y) the stated amount of such Contingent Obligation.

                "Continuing Directors" shall mean the directors of the Borrower
on the Effective Date and each other director if such director's election to, or
nomination for the election to, the Board of Directors of the Borrower is
recommended or approved by a majority of then Continuing Directors.

                "Credit Documents" shall mean this Agreement, the Notes, the
Subsidiaries Guaranty, the Intercompany Subordination Agreement, each Additional
Revolving Loan Commitment Agreement, each Security Document and any other
guarantees or security documents executed and delivered for the benefit of the
Lenders in accordance with the requirements of this Agreement and any other
guaranties, pledge agreements or security documents executed and delivered in
accordance with the requirements of Sections 8.11, 8.12 and/or 9.13.

                "Credit Event" shall mean the making of a Loan (other than a
Revolving Loan made pursuant to a Mandatory Borrowing) or the issuance of a
Letter of Credit.

                "Credit Party" shall mean the Borrower and each Subsidiary
Guarantor.

                "Credit-Linked Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name in Schedule I directly below the
column entitled "Credit-Linked Commitment," as the same may be (x) reduced from
time to time or terminated pursuant to Sections 3.02, 3.03 and/or 10, as
applicable, or (y) adjusted from time to time as a result of assignments to or
from such Lender pursuant to Section 1.13 or 13.04(b).

                "Credit-Linked Deposit" shall mean, as to each CL Lender, the
cash deposit made by such CL Lender pursuant to Section 2.07(a) or Section 1.13
or 13.04(b), as the case may be, as such deposit may be (x) reduced from time to
time pursuant to the terms of this Agreement and (y) reduced or increased from
time to time pursuant to assignments to or by such CL Lender pursuant to Section
1.13 or 13.04(b). The initial amount of each CL Lender's Credit-Linked Deposit
shall be equal to the amount of its Credit-Linked Commitment on the Effective
Date or on the date that such Person becomes a CL Lender pursuant to Section
1.13 or 13.04(b).

                                      -98-
<PAGE>

                "Credit-Linked Deposit Account" shall mean the account of, and
established by, the Deposit Bank under its sole and exclusive control and
maintained at the office of the Deposit Bank, and designated as the "Crompton
Credit-Linked Deposit Account" that shall be used solely for the purposes set
forth in Sections 1.04 and 2.04(c)(ii).

                "Credit-Linked Deposit Cost Amount" shall mean, at any time, a
percentage per annum equal to 0.10%.

                "Crompton International" shall mean Crompton International
Corp., a New Jersey corporation.

                "Crompton LLC" shall mean Crompton LLC, a Delaware limited
liability company.

                "Crompton Receivables Corporation" means Crompton & Knowles
Receivables Corporation, a Delaware corporation.

                "DBAG" shall mean Deutsche Bank AG New York Branch, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

                "Default" shall mean any event, act or condition, which with
notice or lapse of time, or both, would constitute an Event of Default.

                "Defaulting Lender" shall mean any Lender with respect to which
a Lender Default is in effect.

                "Defaulting RL Lender" shall mean any RL Lender with respect to
which a Lender Default exists.

                "Deposit Bank" shall mean Deutsche Bank AG, Cayman Islands
Branch.

                "Designated Date" shall mean, at any time, the latest of (a) the
Effective Date, (b) the most recent date, if any, subsequent to the Effective
Date on which any Credit Event shall have occurred and on which, immediately
prior to such Credit Event, the aggregate amount of the Priority Credit Document
Obligations shall have been less than the CNTA Basket on the Designated Date
theretofore in effect and (c) any date after the later of the dates referred to
in preceding clauses (a) and (b) on which the CNTA Basket shall have been
greater than on the Designated Date theretofore in effect.

                "Designated Litigation Certificate" shall have the meaning
provided in the definition of "CL Blocked Commitment" contained in this Section
11.

                "Designated Litigation Liabilities" shall mean all criminal and
civil judgments rendered against, and all civil and criminal settlements entered
into by, the Borrower or any of its Subsidiaries in connection with the
antitrust investigations and related matters described under the heading
"ANTITRUST INVESTIGATION AND RELATED MATTERS" set forth in the Borrower's Form
10-Q filed with the SEC in respect of the Borrower's fiscal quarter ended March
31, 2004 and all costs and expenses related thereto.

                                      -99-
<PAGE>

                "Dividend" shall mean, with respect to any Person, that such
Person has declared or paid a dividend, distribution or returned any equity
capital to its stockholders, partners or members or authorized or made any other
distribution, payment or delivery of property (other than common equity of such
Person) or cash to its stockholders, partners or members as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a
consideration any shares of any class of its capital stock or any partnership,
membership or other Equity Interests outstanding on or after the Effective Date
(or any options or warrants issued by such Person with respect to its capital
stock or other Equity Interests), or set aside any funds for any of the
foregoing purposes, or shall have permitted any of its Subsidiaries to purchase
or otherwise acquire for a consideration any shares of any class of the capital
stock or any partnership, membership or other Equity Interests of such Person
outstanding on or after the Effective Date (or any options or warrants issued by
such Person with respect to its capital stock or other Equity Interests).
Without limiting the foregoing, "Dividends" with respect to any Person shall
also include all payments made or required to be made by such Person with
respect to any stock appreciation rights, plans, equity incentive or achievement
plans or any similar plans or setting aside of any funds for the foregoing
purposes.

                "Documents" shall mean and include the Credit Documents, the New
Senior Notes Documents, the New Domestic Receivables Facility and the
Refinancing Documents.

                "Dollar Equivalent" of an amount denominated in a currency other
than Dollars shall mean, at any time for the determination thereof, the amount
of Dollars which could be purchased with the amount of such currency involved in
such computation at the spot exchange rate therefor as quoted by the
Administrative Agent as of 11:00 A.M. (New York time) on the date two Business
Days prior to the date of any determination thereof for purchase on such date
(or on the date of the respective unreimbursed payment under a Letter of Credit
denominated in an Alternative Currency as provided in Sections 2.04(c) and
2.05(a), as the case may be); provided that for purposes of (x) determining
compliance with Sections 1.01(a), (b) and (c), 2.01(c), 4.02(a) and 6.02 and (y)
calculating Fees pursuant to Section 3.01, the Dollar Equivalent of any amounts
denominated in a currency other than Dollars shall be revalued on a monthly
basis using the spot exchange rates therefor as quoted in the Wall Street
Journal (or, if same does not provide such exchange rates, on such other basis
as is reasonably satisfactory to the Administrative Agent) on the last Business
Day of each calendar month, provided, however, that at any time during a
calendar month, if the Aggregate RL Exposure or the Aggregate CL Exposure (for
the purposes of the determination thereof, using the Dollar Equivalent as
recalculated based on the spot exchange rate therefor as quoted in the Wall
Street Journal (or, if same does not provide such exchange rates, on such other
basis as is reasonably satisfactory to the Administrative Agent) on the
respective date of determination pursuant to this exception) would exceed 85% of
the Total Revolving Loan Commitment or 85% of the Total Credit-Linked
Commitment, as the case may be, then in the sole discretion of the
Administrative Agent or at the request of the Required Lenders, the Dollar
Equivalent shall be reset based upon the spot exchange rates on such date as
quoted in the Wall Street Journal (or, if same does not provide such exchange
rates, on such other basis as is reasonably satisfactory to the Administrative
Agent), which rates shall remain in effect until the last Business Day of such
calendar month or such earlier date, if any, as the rate is reset pursuant to
this proviso. Notwithstanding anything to the contrary contained in this
definition, at any time that a Default or an Event of Default then exists, the
Administrative Agent may revalue the Dollar Equivalent of any amounts
outstanding

                                     -100-
<PAGE>

under the Credit Documents in a currency other than Dollars in its sole
discretion using the spot exchange rates therefor as quoted in The Wall Street
Journal (or, if the same does not provide such exchange rates, on such other
basis as is reasonably satisfactory to the Administrative Agent).

                "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States of America.

                "Domestic Receivables Entity" shall mean, initially, Crompton
Receivables Corporation, and thereafter any successor special purpose bankruptcy
remote Domestic Subsidiary of the Borrower party to the New Domestic Receivables
Facility that is both the purchaser of receivables from the Borrower and certain
of its Domestic Subsidiaries and the seller of such purchased receivables to the
purchasers, lenders or other liquidity providers providing the New Domestic
Receivables Facility.

                "Domestic Subsidiary" shall mean, as to any Person, any
Subsidiary of such Person incorporated or organized in the United States or any
State thereof except as otherwise provided in the definition of "Foreign
Subsidiary" contained in this Section 11.

                "Drawing" shall have the meaning provided in Section 2.05(b).

                "Effective Date" shall have the meaning provided in Section
13.10.

                "Eligible Transferee" shall mean and include a commercial bank,
a mutual fund, an insurance company, a financial institution, a finance company,
a "qualified institutional buyer" (as defined in Rule 144A of the Securities
Act), any fund that regularly invests in bank loans or any other "accredited
investor" (as defined in Regulation D of the Securities Act), but in any event
excluding any individual and the Borrower and its Subsidiaries.

                "End Date" shall mean, for any Margin Reduction Period, the last
day of such Margin Reduction Period.

                "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, orders, demand letters, claims, liens,
written notices of non-compliance or violation, investigations or proceedings
against the Borrower or any of its Subsidiaries under any Environmental Law or
any permit issued to the Borrower or any of its Subsidiaries under any such law
or legally binding interpretation thereof (for purposes of this definition,
"Claims"), including, without limitation, (a) any and all Claims by governmental
or regulatory authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages pursuant to any applicable Environmental Law, and
(b) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the environment.

                "Environmental Law" shall mean any applicable federal, state,
local or foreign statute, law, rule, regulation, ordinance, code or rule of
common law now or hereafter in effect and in each case as amended, and any
judicial or administrative interpretation thereof, including any legally-binding
judicial or administrative order, consent, decree or judgment or legally

                                     -101-
<PAGE>

binding interpretation thereof (for purposes of this definition (collectively,
"Laws")), relating to pollution or protection of the environment, or Hazardous
Materials or health and safety to the extent such health and safety issues arise
under the Occupational Safety and Health Act of 1970, as amended, or any such
similar Laws.

                "Equity Interests" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interest in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

                "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the date of this Agreement and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

                "ERISA Affiliate" shall mean each trade or business, whether or
not incorporated, which together with the Borrower or a Subsidiary of the
Borrower would be deemed to be a "single employer" within the meaning of Section
414(b), (c), (m) or (o) of the Code.

                "Eurodollar Loans" shall mean each Loan (other than a Swingline
Loan) designated as such by the Borrower at the time of the incurrence thereof
or conversion thereto.

                "Eurodollar Rate" shall mean, for any Interest Period, in the
case of any Eurodollar Loan, (i) the arithmetic average (rounded upwards to the
nearest 1/16 of 1%) of the offered quotation to first class banks in the
interbank Eurodollar market by the Administrative Agent for U.S. dollar deposits
of amounts in immediately available funds comparable to the principal amount of
the applicable Eurodollar Loan then being made by the Administrative Agent as
part of the relevant Borrowing (or, if the Administrative Agent is not a Lender
with respect thereto, taking the average principal amount of the Eurodollar Loan
then being made by the various Lenders pursuant thereto) for which the
Eurodollar Rate is being determined with maturities comparable to the Interest
Period for which such Eurodollar Rate will apply, as of approximately 10:00 A.M.
(New York time) on the respective Interest Determination Date divided by (ii) a
percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D). The
determination of the Eurodollar Rate by the Administrative Agent shall be
conclusive and binding on the Borrowers absent demonstrable error.

                "European Receivables Facility" shall mean each of the General
Conditions for Factoring Operations between MedioFactoring SpA and each of
Crompton Chemical S.R.L., Crompton GmbH, Crompton VA GmbH, Crompton Europe BV,
Crompton BV and Crompton SA (France), as the same may be refinanced, replaced,
amended, restated, modified and/or supplemented from time to time in compliance
with the requirements of this Agreement.

                                     -102-
<PAGE>

                "Euros" and the designation "(euro)" shall mean the currency
introduced on January 1, 1999 at the start of the third stage of European
economic and monetary union pursuant to the Treaty.

                "Event of Default" shall have the meaning provided in Section
10.

                "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                "Existing Credit Agreement" shall mean the $400 Million
Five-Year Agreement dated as of October 28, 1999, among Crompton Corporation
(f/k/a CK Witco Corporation), certain subsidiaries thereof, JPMorgan Chase Bank
(f/k/a The Chase Manhattan Bank, N.A.), as Syndication Agent, Citicorp USA, Inc.
(as successor to Citibank, N.A. in its capacity as Administrative Agent), as
Administrative Agent, and Bank of America, N.A. and Deutsche Bank Securities
Inc. (f/k/a Deutsche Banc Alex. Brown Inc.), as Co-Documentation Agents.

                "Existing Domestic Receivables Facility" shall mean (x) the
Receivables Purchase Agreement, dated as of December 11, 1998, by and among the
Borrower, as Initial Collection Agent, and certain of its Domestic Subsidiaries,
as Sellers, Crompton Receivables Corporation, as Buyer, and ABN AMRO Bank N.V.,
as Agent and (y) the Amended and Restated Receivables Sale Agreement, dated as
of January 18, 2002, among Crompton Receivables Corporation, as the Seller, the
Borrower, as the Initial Collection Agent, ABN AMRO Bank N.V., as the Agent,
certain liquidity providers, ABN AMRO Bank, N.V., as the Enhancer, and Amsterdam
Funding Corporation, as each such document is in effect on the Effective Date.

                "Existing Indebtedness Agreements" shall have the meaning
provided in Section 5.14(i).

                "Existing Letter of Credit" shall have the meaning provided in
Section 2.01(d).

                "Existing Senior Notes" shall mean and include the Existing 2005
Senior Notes, the Existing 2006 Senior Notes, the Existing 2023 Senior Notes and
the Existing 2026 Senior Notes.

                "Existing Senior Notes Documents" shall mean and include (i) the
Existing 2005 Senior Notes Documents, (ii) the Existing 2006 Senior Notes
Documents, (iii) the Existing 2023 Senior Notes Documents and (iv) the Existing
2026 Senior Notes Documents.

                "Existing Senior Notes Indenture" shall mean the Indenture,
dated as of February 1, 1993, among Witco Corporation (predecessor-in-interest
to the Borrower) and the trustee therefor, as amended by the First Supplemental
Indenture thereto, dated as of February 1, 1996, as further amended by the
Existing 2006 Senior Notes Indenture Amendment, and as the same may be further
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                "Existing 2005 Senior Notes" shall mean the Borrower's 8.50%
Senior Notes due 2005, issued pursuant to the Existing 2005 Senior Notes
Indenture.

                                     -103-
<PAGE>

                "Existing 2005 Senior Notes Documents" shall mean the Existing
2005 Senior Notes, the Existing 2005 Senior Notes Indenture and all other
documents executed and delivered with respect to the Existing 2005 Senior Notes
or the Existing 2005 Senior Notes Indenture.

                "Existing 2005 Senior Notes Indenture" shall mean the Indenture,
dated as of March 1, 2000, among the Borrower and the trustee therefor, as
amended by the Existing 2005 Senior Notes Indenture Amendment.

                "Existing 2005 Senior Notes Indenture Amendment" shall have the
meaning provided in Section 5.08(b).

                "Existing 2005 Senior Notes Redemption" shall have the meaning
provided in Section 5.08(b).

                "Existing 2005 Senior Notes Redemption Date" shall have the
meaning provided in Section 5.08(b).

                "Existing 2005/2006 Senior Notes Tender Offer/Consent
Solicitation" shall have the meaning provided in Section 5.08(b).

                "Existing 2006 Senior Notes" shall mean the Borrower's 6.125%
Senior Notes due 2006, issued pursuant to the Existing Senior Notes Indenture.

                "Existing 2006 Senior Notes Documents" shall mean the Existing
2006 Senior Notes, the Existing Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2006 Senior Notes or the
Existing Senior Notes Indenture.

                "Existing 2006 Senior Notes Indenture Amendment" shall have the
meaning provided in Section 5.08(b).

                "Existing 2023 Senior Notes" shall mean the Borrower's 7.75%
debentures due 2023, issued pursuant to the Existing Senior Notes Indenture.

                "Existing 2023 Senior Notes Documents" shall mean the Existing
2023 Senior Notes, the Existing Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2023 Senior Notes or the
Existing Senior Notes Indenture.

                "Existing 2026 Senior Notes" shall mean the Borrower's 6.875%
debentures due 2026, issued pursuant to the Existing Senior Notes Indenture.

                "Existing 2026 Senior Notes Documents" shall mean the Existing
2026 Senior Notes, the Existing Senior Notes Indenture and all other documents
executed and delivered with respect to the Existing 2026 Senior Notes or the
Existing Senior Notes Indenture.

                "Facing Fee" shall have the meaning provided in Section 3.01(d).

                "Fair Market Value" shall mean, with respect to any asset, the
price at which a willing buyer, not an Affiliate of the seller, and a willing
seller who does not have to sell, would

                                     -104-
<PAGE>

agree to purchase and sell such asset, as determined in good faith by the board
of directors or other governing body or, pursuant to a specific delegation of
authority by such board of directors or governing body, a designated senior
executive officer, of the Borrower, or the Subsidiary of the Borrower selling
such asset.

                "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Lender of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                "Fees" shall mean all amounts payable pursuant to, or referred
to in, Section 3.01.

                "Final Maturity Date" shall mean August 16, 2009.

                "Foreign Pension Plan" shall mean any plan, fund (including,
without limitation, any superannuation fund) or other similar program
established or maintained outside the United States of America by the Borrower
or any one or more of its Subsidiaries primarily for the benefit of employees of
the Borrower or such Subsidiaries residing outside the United States of America,
which plan, fund or other similar program provides, or results in, retirement
income, a deferral of income in contemplation of retirement or payments to be
made upon termination of employment, and which plan is not subject to ERISA or
the Code.

                "Foreign Subsidiary" shall mean, as to any Person, any
Subsidiary of such Person that is not a Domestic Subsidiary of such Person;
provided, however, for purposes of Section 9, neither Crompton LLC nor Witco
Europe shall be treated as Domestic Subsidiaries of the Borrower but instead
shall be treated as Foreign Subsidiaries of the Borrower.

                "Hazardous Materials" shall mean (a) any petrochemical or
petroleum products, radioactive materials, asbestos in any form that is friable,
urea formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
and (b) any chemicals, materials, substances or mixtures defined as or included
in the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "restricted hazardous materials", "extremely hazardous substances",
"restrictive hazardous wastes", "toxic substances", "toxic pollutants",
"contaminants" or "pollutants", or words of similar meaning and regulatory
effect.

                "Indebtedness" shall mean, as to any Person, without
duplication, (i) all indebtedness (including principal, interest, fees and
charges) of such Person for borrowed money, (ii) the maximum amount available to
be drawn or paid under all letters of credit, bankers' acceptances, bank
guaranties, surety and appeal bonds and similar obligations issued for the
account of such Person and all unpaid drawings and unreimbursed payments in
respect of such letters of credit, bankers' acceptances, bank guaranties, surety
and appeal bonds and similar obligations, (iii) all indebtedness of the types
described in clause (i), (ii), (iv), (v), (vi), (vii) or (viii) of this
definition

                                     -105-
<PAGE>

secured by any Lien on any property owned by such Person, whether or not such
indebtedness has been assumed by such Person (provided that, if the Person has
not assumed or otherwise become liable in respect of such indebtedness, such
indebtedness shall be deemed to be in an amount equal to the fair market value
of the property to which such Lien relates as determined in good faith by such
Person), (iv) the aggregate amount of all Capitalized Lease Obligations of such
Person, (v) all obligations of such Person to pay a specified purchase price for
goods or services, whether or not delivered or accepted, i.e., take-or-pay and
similar obligations, (vi) all Contingent Obligations of such Person, (vii) all
obligations under any Interest Rate Protection Agreement, any Other Hedging
Agreement, Commodity Agreements or under any similar type of agreement, (viii)
all Attributable Debt of such Person, and (ix) all obligations of such Person
issued or assumed as the deferred purchase price of property or services, all
conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business that are not overdue by 90 days or
more or are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted).

                "Individual CL Exposure" of any CL Lender shall mean, at any
time, the sum of (I) the aggregate principal amount of all CL Loans made by such
CL Lender and then outstanding and (II) such CL Lender's applicable CL
Percentage in each then outstanding CL Letter of Credit multiplied by the sum of
the Stated Amount of the respective CL Letter of Credit and any CL Unpaid
Drawings relating thereto (for this purpose, using the Dollar Equivalent of any
amounts expressed in an Alternative Currency).

                "Individual RL Exposure" of any RL Lender shall mean, at any
time, the sum of (I) the aggregate principal amount of all Revolving Loans made
by such RL Lender and then outstanding, (II) such RL Lender's applicable RL
Percentage in each then outstanding RL Letter of Credit multiplied by the sum of
the Stated Amount of the respective RL Letter of Credit and any RL Unpaid
Drawings relating thereto (for this purpose, using the Dollar Equivalent of any
amounts expressed in an Alternative Currency) and (III) such RL Lender's RL
Percentage multiplied by the aggregate principal amount of all outstanding
Swingline Loans at such time.

                "Intercompany Debt" shall mean any Indebtedness, payables or
other obligations, whether now existing or hereafter incurred, owed by the
Borrower or any Subsidiary of the Borrower to the Borrower or any other
Subsidiary of the Borrower.

                "Intercompany Note" shall mean a promissory note evidencing
intercompany loans made pursuant to Section 9.05(vi), in each case duly executed
and delivered substantially in the form of Exhibit N, with blanks completed in
conformity herewith (or such other form as may be approved by the Administrative
Agent).

                "Intercompany Scheduled Existing Indebtedness" shall have the
meaning provided in Section 7.21.

                "Intercompany Subordination Agreement" shall have the meaning
provided in Section 5.09(b).

                                     -106-
<PAGE>

                "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                "Interest Period" shall mean (i) as to any Borrowing of
Eurodollar Loans, the interest period applicable thereto, as determined pursuant
to Section 1.09, and (ii) as to any investment of the Credit-Linked Deposits,
the period commencing on the Effective Date and ending on the date that is one
month thereafter and each successive one month period thereafter, provided that
(x) if any Interest Period for the Credit-Linked Deposits begins on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period, such Interest Period shall end on the last Business Day
of such calendar month, and (y) if any Interest Period for the Credit-Linked
Deposits would otherwise expire on a day which is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day, although if
any Interest Period for the Credit-Linked Deposits would otherwise expire on a
day which is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day.

                "Interest Rate Protection Agreement" shall mean any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedging agreement, interest rate floor agreement or
other similar agreement or arrangement.

                "Investment" shall have the meaning provided in the preamble to
Section 9.05.

                "Issuing Lender" shall mean (i) DBAG (and/or any affiliate of
DBAG designated by it) and any other Lender (and/or any affiliate of such Lender
designated by it) which at the request of the Borrower and with the consent of
the Administrative Agent agrees, in such Lender's (or affiliate's) sole
discretion, to become an Issuing Lender for the purpose of issuing Letters of
Credit pursuant to Section 2 and (ii) with respect to the Existing Letters of
Credit, the Lender designated as the issuer thereof on Schedule III (or any
affiliate of such Lender designated by it as provided on Schedule III).

                "Joinder Agreement" shall mean a Joinder Agreement in the form
of Exhibit O (appropriately completed).

                "Judgment Currency" shall have the meaning provided in Section
13.19(a).

                "Judgment Currency Conversion Date" shall have the meaning
provided in Section 13.19(a).

                "L/C Participant" shall have the meaning provided in Section
2.04(a).

                "L/C Supportable Indebtedness" shall mean (i) obligations of the
Borrower or its Wholly-Owned Subsidiaries incurred in the ordinary course of
business with respect to insurance obligations and workers' compensation, surety
bonds and other similar statutory obligations, (ii) obligations of the Borrower
and its Wholly-Owned Subsidiaries under bank guaranties issued by financial
institutions in support of obligations of the Borrower and its Wholly-Owned
Subsidiaries otherwise permitted to exist pursuant to the terms of this
Agreement and (iii) such other obligations of the Borrower or any of its
Wholly-Owned Subsidiaries as are otherwise

                                     -107-
<PAGE>

permitted to exist pursuant to the terms of this Agreement and as to which the
issuing of a letter of credit to support such obligations would not violate the
general policies of the Administrative Agent and the respective Issuing Lender;
provided, however, that any obligations in respect of the Existing Senior Notes,
the New Senior Notes, the Receivables Facilities, any Indebtedness that is
subordinated to any of the Obligations and any Equity Interests shall not
constitute L/C Supportable Indebtedness

                "Leasehold" of any Person shall mean all of the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                "Lender" shall mean and include (i) each lender listed on
Schedule I, as well as any Person that becomes a "Lender" hereunder pursuant to
Sections 1.13, 1.14 and/or 13.04(b) and (ii) the Swingline Lender. Unless the
context otherwise requires, each reference in this Agreement to a Lender
includes each lending office (including any Affiliate of the respective Lender)
of the respective Lender designated from time to time pursuant to Section 1.12
or 13.14.

                "Lender Default" shall mean (i) the wrongful refusal (which has
not been retracted) of a Lender to make available its portion of any Borrowing
(including any Mandatory Borrowing) or to fund its portion of any unreimbursed
payment under Section 2.04 or (ii) a Lender having notified the Administrative
Agent and/or the Borrower that it does not intend to comply with its obligations
under Section 1.01 or 2.04 in circumstances where such non-compliance would
constitute a breach of such Lender's obligations under the respective Section.

                "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                "Letter of Credit Outstandings" shall mean, at any time, the sum
of (i) the aggregate Stated Amount of all outstanding Letters of Credit at such
time and (ii) the aggregate amount of all Unpaid Drawings at such time (for this
purpose, using the Dollar Equivalent of any amounts owed in an Alternative
Currency).

                "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

                "Leverage Ratio" shall mean, at any time, the ratio of (i)
Consolidated Debt at such time to (ii) Consolidated EBITDA for the Test Period
most recently ended on or prior to such time.

                "LIBOR Rate" shall mean, for any Interest Period with respect to
the investment of the Credit-Linked Deposits, the rate for deposits in Dollars
for a period of one month which appears on Telerate Page 3750 (or any successor
page) as of 11:00 A.M. (London time) on the day that is two Business Days
preceding the beginning of such Interest Period. If such rate does not appear on
Telerate Page 3750 (or any successor page), the rate for that Interest Period
will be the rate determined in good faith by the Administrative Agent on the
basis of the rates at which deposits in Dollars are offered by four major banks
in the London interbank market at approximately 11:00 A.M. (London time), on the
day that is two Business Days preceding the beginning of the new Interest Period
to prime banks in the London interbank market for a period of one month
commencing on the beginning of the new Interest Period and in the then
outstanding amount of the Credit-Linked Deposits. The Administrative Agent will
request the

                                     -108-
<PAGE>

principal London office of each of such four major banks in the London interbank
market to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that new Interest Period will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that Interest Period will be the arithmetic mean of the rates quoted by
major banks in New York City, selected by the Administrative Agent, at
approximately 11:00 A.M. (New York City time), on the beginning of the new
Interest Period for loans in Dollars to leading European banks for a period of
one month commencing on the beginning of the new Interest Period and in the
amount of the Credit-Linked Deposits.

                "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, security interest, encumbrance, lien (statutory
or other), charge, preference, priority or other security agreement of any kind
or nature whatsoever (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the UCC or any similar recording or notice
statute (other than any unauthorized notice filing for which there is not
otherwise any underlying Lien or obligation), and any lease having substantially
the same effect as the foregoing).

                "Loan" shall mean each Revolving Loan, each CL Loan and each
Swingline Loan.

                "Mandatory Borrowing" shall have the meaning provided in Section
1.01(d).

                "Margin Reduction Period" shall mean each period which shall
commence on the date upon which the respective officer's certificate is
delivered pursuant to Section 8.01(e) (together with the related financial
statements delivered pursuant to Section 8.01(b) or (c), as the case may be) and
which shall end on the date of actual delivery of the next officer's certificate
pursuant to Section 8.01(e) (and related financial statements delivered pursuant
to Section 8.01(b) or (c), as the case may be) or the latest date on which such
next officer's certificate (and such related financial statements) is required
to be so delivered.

                "Margin Stock" shall have the meaning provided in Regulation U.

                "Material Adverse Effect" shall mean (i) a material adverse
effect on the business, properties, assets, operations, liabilities or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole
(but excluding the settlements entered into with (x) the Department of Justice
and (y) the Commissioner of Competition and the Attorney General of Canada, each
as described in the Borrower's report on Form 10-K filed with the SEC with
respect to the Borrower's fiscal year ended December 31, 2003), or (ii) a
material adverse effect (x) on the rights or remedies of the Lenders or the
Administrative Agent or the Collateral Agent hereunder or under any other Credit
Document or (y) on the ability of any Credit Party to perform its obligations to
the Lenders, the Administrative Agent or the Collateral Agent hereunder or under
any other Credit Document.

                "Maximum Permitted Consideration" shall mean, with respect to
any Permitted Acquisition, the sum of the Maximum Permitted Equity Consideration
and the Maximum Permitted Non-Equity Consideration.

                                     -109-
<PAGE>

                "Maximum Permitted Equity Consideration" shall mean, with
respect to any Permitted Acquisition, the fair market value of the common stock
and/or Qualified Preferred Stock of the Borrower (based on (x) the closing
and/or trading price of the common stock and/or Qualified Preferred Stock of the
Borrower on the date of such Permitted Acquisition on the stock exchange on
which such common stock and/or Qualified Preferred Stock is listed or the
automated quotation system on which such common stock and/or Qualified Preferred
Stock is quoted, or (y) if the common stock and/or Qualified Preferred Stock of
the Borrower is not listed on an exchange or quoted on a quotation system, the
bid and asked prices of such common stock and/or Qualified Preferred Stock in
the over-the-counter market at the close of trading or (z) if the common stock
and/or Qualified Preferred Stock of the Borrower is not so listed, based on a
good faith determination of the Board of Directors (or the equivalent governing
body) of the Borrower) issued (or to be issued) as consideration in connection
with such Permitted Acquisition (including, without limitation, such common
stock and/or Qualified Preferred Stock which may be required to be issued as
earnout consideration upon the achievement of certain future performance goals
of the respective Acquired Entity or Business).

                "Maximum Permitted Non-Equity Consideration" shall mean, with
respect to any Permitted Acquisition, the sum (without duplication) of (i) the
aggregate amount of all cash paid (or to be paid) by the Borrower or any of its
Subsidiaries in connection with such Permitted Acquisition (including, without
limitation, payments of fees and costs and expenses in connection therewith) and
all contingent cash purchase price or other earnout obligations of the Borrower
and its Subsidiaries incurred in connection therewith (as determined in good
faith by the Borrower), (ii) the aggregate principal amount of all Indebtedness
assumed, incurred and/or issued in connection with such Permitted Acquisition to
the extent permitted by Section 9.04 and (iii) the fair market value (determined
in good faith by senior management of the Borrower) of all other consideration
payable in connection with such Permitted Acquisition (other common stock and/or
Qualified Preferred Stock of the Borrower).

                "Maximum Swingline Amount" shall mean $10,000,000.

                "Minimum Borrowing Amount" shall mean (i) in the case of
Revolving Loans and CL Loans maintained from time to time as Base Rate Loans,
$1,000,000, (ii) in the case of Eurodollar Loans, $1,000,000, and (iii) in the
case of Swingline Loans, $250,000.

                "Moody's" shall mean Moody's Investors Service, Inc.

                "Mortgage" shall mean each mortgage, deed of trust or deed to
secure debt or similar security instrument required to be delivered with respect
to any Real Property pursuant to the terms of this Agreement (including, after
the execution and delivery thereof, each Additional Mortgage), together with any
assignment of leases and rents to be executed in connection therewith (as
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof).

                "Mortgage Policy" shall mean each mortgage title insurance
policy (and all endorsements thereto) for each Mortgaged Property required to be
delivered pursuant to this Agreement.

                                     -110-
<PAGE>

                "Mortgaged Property" shall mean each Real Property owned by the
Borrower or any of its Domestic Subsidiaries and required to be mortgaged
pursuant to this Agreement (including, after the execution and delivery of any
Additional Mortgage, the respective Additional Mortgaged Property).

                "Multiemployer Plan" shall mean any multiemployer plan, as
defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by
(or to which there is an obligation to contribute of) the Borrower or a
Subsidiary of the Borrower or an ERISA Affiliate, and each such plan for the
five year period immediately following the latest date on which the Borrower, or
a Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or
had an obligation to contribute to such plan.

                "Net Insurance Proceeds" shall mean, with respect to any
Recovery Event, the cash proceeds (net of reasonable costs and taxes incurred in
connection with such Recovery Event) received by the respective Person in
connection with such Recovery Event.

                "Net Sale Proceeds" shall mean, for any Asset Sale, the gross
cash proceeds (including any cash received by way of deferred payment pursuant
to a promissory note, receivable or otherwise, but only as and when received)
received from such sale of assets, net of (i) the reasonable costs of such sale
(including fees and commissions, payments of unassumed liabilities relating to
the assets sold and required payments of any Indebtedness (other than
Indebtedness secured pursuant to the Security Documents) which is secured by the
respective assets which were sold), and (ii) the incremental taxes paid or
payable as a result of such Asset Sale.

                "New Domestic Receivables Facility" shall mean (x) the
Receivables Purchase Agreement, dated as of December 11, 1998, by and among the
Borrower, as the Initial Collection Agent, and certain of its Domestic
Subsidiaries, as Sellers, and Crompton Receivables Corporation, as Buyer, (y)
the Second Amended and Restated Receivables Sale Agreement, dated as of August
16, 2004, among Crompton Receivables Corporation, as the Seller, the Borrower,
as the Initial Collection Agent, ABN AMRO Bank N.V., as the Agent, certain
liquidity providers, and Amsterdam Funding Corporation, and (z) each other
document or agreement executed in connection therewith, in each case as each
such document or agreement may be refinanced, replaced, extended, amended,
restated, modified and/or supplemented from time to time in compliance with the
terms and conditions of this Agreement.

                "New Exchange Senior Notes" shall mean New Senior Notes (of a
respective series) which are securities substantially identical to the New
Senior Notes (of the same series) issued on or prior to the Effective Date,
which New Exchange Senior Notes shall be issued pursuant to a registered
exchange offer or private exchange offer for the New Senior Notes (of the same
series) and pursuant to the respective New Senior Notes Indentures. In no event
will the issuance of any New Exchange Senior Notes increase the aggregate
principal amount of New Senior Notes then outstanding or otherwise result in an
increase in an interest rate applicable to the New Senior Notes.

                "New Senior Notes" shall mean the Borrower's (i) $375,000,000 of
9-7/8% Senior Notes due August 2012 and (ii) $225,000,000 of Senior Floating
Rate Notes due August 2010, in each case issued pursuant to the respective New
Senior Notes Indentures, as in effect on

                                     -111-
<PAGE>

the Effective Date and as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof. As used herein,
the term "New Senior Notes" (of a respective series) shall include any New
Exchange Senior Notes (of the same series) issued pursuant to the respective New
Senior Notes Indentures in exchange for theretofore outstanding New Senior
Notes, as contemplated by the Offering Memorandum, dated August 3, 2004, and the
definition of New Exchange Senior Notes.

                "New Senior Notes Documents" shall mean the New Senior Notes,
the New Senior Notes Indentures and all other documents executed and delivered
with respect to the New Senior Notes or the New Senior Notes Indenture.

                "New Senior Notes Indentures" shall mean each Indenture, dated
as of August 16, 2004, among the Borrower, any Subsidiary Guarantors from time
to time party thereto and the respective trustees therefor, as in effect on the
Effective Date and as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.

                "Non-Defaulting Lender" shall mean each Lender other than a
Defaulting Lender.

                "Non-Wholly-Owned Subsidiary" shall mean, as to any Person, each
Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

                "Note" shall mean each Revolving Note, each CL Note and the
Swingline Note.

                "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

                "Notice of Conversion/Continuation" shall have the meaning
provided in Section 1.06.

                "Notice Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, Jersey City, New Jersey 07302, Attention:
Robert Telesca, Telecopier No.: (201) 593-2310, or such other office as the
Administrative Agent may designate to the Borrower and the Lenders from time to
time.

                "Obligation Currency" shall have the meaning provided in Section
13.19(a).

                "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing to the Administrative Agent, the Collateral Agent, any Issuing Lender or
any Lender pursuant to the terms of this Agreement or any other Credit Document.

                "Other Hedging Agreements" shall mean any foreign exchange
contracts, currency swap agreements or other similar agreements or arrangements
designed to protect against fluctuations in currency values.

                "Payment Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302,
Attention: Robert Telesca or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

                                     -112-
<PAGE>

                "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                "Percentage" shall mean, for any RL Lender or CL Lender, either
its RL Percentage or CL Percentage, as applicable.

                "Permitted Acquisition" shall mean the acquisition by the
Borrower or any of its Wholly-Owned Subsidiaries of an Acquired Entity or
Business, provided that (A) the consideration paid by the Borrower or such
Wholly-Owned Subsidiary consists solely of cash (including proceeds of Loans),
the issuance of shares of the Borrower's common stock or Qualified Preferred
Stock, the incurrence of Indebtedness otherwise permitted pursuant to Section
9.04 and the assumption/acquisition of any Indebtedness relating to such
Acquired Entity or Business which is permitted to remain outstanding in
accordance with the requirements of Section 9.04, (B) in the case of the
acquisition of 100% of the capital stock or other Equity Interests of any
Acquired Entity or Business, such Acquired Entity or Business shall own no
capital stock or other Equity Interests of any other Person (excluding de
minimis amounts) unless either (x) the Acquired Entity or Business owns 100% of
the capital stock or other Equity Interests of such other Person or (y) if the
Acquired Entity or Business owns capital stock or Equity Interests in any other
Person which is a Non-Wholly-Owned Subsidiary of the Acquired Entity or
Business, (I) (1) the Acquired Entity or Business shall not have been created or
established in contemplation of, or for purposes of, the respective Permitted
Acquisition, (2) such Non-Wholly-Owned Subsidiary of the Acquired Entity or
Business shall have been a Non-Wholly-Owned Subsidiary of the Acquired Entity or
Business prior to the date of the respective Permitted Acquisition and not
created or established in contemplation thereof and (3) the Acquired Entity or
Business and/or its Wholly-Owned Subsidiaries own at least 90% of the
consolidated assets of such Person and its Subsidiaries or (II) the portion of
the consideration payable in respect of such Non-Wholly-Owned Subsidiary of the
Acquired Entity or Business is funded through cash Investments otherwise
permitted pursuant to (and shall utilize the basket referred to in) Section
9.05(xv), (C) the Acquired Entity or Business shall be a Permitted Business and
(D) all applicable requirements of Sections 8.11, 8.15, 9.02, 9.03, 9.04 and
9.13 applicable to Permitted Acquisitions are satisfied. Notwithstanding
anything to the contrary contained in the immediately preceding sentence, an
acquisition which does not otherwise meet the requirements set forth above in
the definition of "Permitted Acquisition" shall constitute a Permitted
Acquisition if, and to the extent, the Required Lenders agree in writing that
such acquisition shall constitute a Permitted Acquisition for purposes of this
Agreement.

                "Permitted Business" shall mean any business which is the same,
similar, ancillary or reasonably related or complementary to the business in
which the Borrower or any of its Subsidiaries is engaged on the Effective Date.

                "Permitted Encumbrances" shall mean, with respect to any
Mortgaged Property, such exceptions to title as are set forth in the Mortgage
Policy delivered with respect thereto, all of which exceptions must be
acceptable to the Administrative Agent in its reasonable discretion.

                "Permitted Exceptions" shall have the meaning provided in
Section 5.12(a)(i).

                "Permitted Liens" shall have the meaning provided in Section
9.03.

                                     -113-
<PAGE>

                "Person" shall mean any individual, partnership, joint venture,
firm, corporation, limited liability company, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

                "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to (or to which there is an obligation
to contribute of) the Borrower or a Subsidiary of the Borrower or an ERISA
Affiliate, and each such plan for the five year period immediately following the
latest date on which the Borrower, or a Subsidiary of the Borrower or an ERISA
Affiliate maintained, contributed to or had an obligation to contribute to such
plan.

                "Pledge Agreement" shall have the meaning provided in Section
5.10.

                "Pledge Agreement Collateral" shall mean all of the "Collateral"
as defined in the Pledge Agreement.

                "Post-Closing Period" shall have the meaning provided in Section
8.15(a).

                "Preferred Equity", as applied to the Equity Interests of any
Person, shall mean Equity Interests of such Person (other than common stock of
such Person) of any class or classes (however designed) that ranks prior, as to
the payment of dividends or as to the distribution of assets upon any voluntary
or involuntary liquidation, dissolution or winding up of such Person, to Equity
Interests of any other class of such Person.

                "Prime Lending Rate" shall mean the rate which the
Administrative Agent announces from time to time as its prime lending rate, the
Prime Lending Rate to change when and as such prime lending rate changes. The
Prime Lending Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer. The Administrative Agent
may make commercial loans or other loans at rates of interest at, above or below
the Prime Lending Rate.

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

                "Pro Forma Basis" shall mean, in connection with any calculation
of compliance with any financial covenant or financial term, the calculation
thereof after giving effect on a pro forma basis to (w) the incurrence of any
Indebtedness (other than revolving Indebtedness, except to the extent same is
incurred to refinance other outstanding Indebtedness or to finance a Permitted
Acquisition) after the first day of the relevant Calculation Period as if such
Indebtedness had been incurred (and the proceeds thereof applied) on the first
day of the relevant Calculation Period, (x) the permanent repayment of any
Indebtedness (other than revolving Indebtedness except to the extent accompanied
by a corresponding permanent commitment reduction) after the first day of the
relevant Calculation Period as if such Indebtedness had been retired or redeemed
on the first day of the relevant Calculation Period, (y) any Significant Asset
Sale consummated after the first day of the relevant Calculation Period as if
such Significant Asset Sale (and the application of the proceeds therefrom) had
occurred (and the proceeds therefrom had been applied) on the first day of the
relevant Calculation Period (although to the extent that such proceeds are
applied to repay Indebtedness, pro forma effect shall not be given to the
application of the proceeds from such Significant Asset Sale unless such
application

                                     -114-
<PAGE>

results in the permanent repayment of such Indebtedness), and/or (z) the
Permitted Acquisition, if any, then being consummated as well as any other
Permitted Acquisition consummated after the first day of the relevant
Calculation Period and on or prior to the date of the respective Permitted
Acquisition then being effected, as the case may be, with the following rules to
apply in connection therewith:

                (i)     all Indebtedness (x) (other than revolving Indebtedness,
        except to the extent same is incurred to refinance other outstanding
        Indebtedness or to finance a Permitted Acquisition) incurred or issued
        after the first day of the relevant Calculation Period (whether incurred
        to finance a Permitted Acquisition, to refinance Indebtedness or
        otherwise) shall be deemed to have been incurred or issued (and the
        proceeds thereof applied) on the first day of the respective Calculation
        Period and remain outstanding through the date of determination and (y)
        (other than revolving Indebtedness except to the extent accompanied by a
        corresponding permanent commitment reduction) permanently retired or
        redeemed after the first day of the relevant Calculation Period shall be
        deemed to have been retired or redeemed on the first day of the
        respective Calculation Period and remain retired through the date of
        determination;

                (ii)    all Indebtedness assumed to be outstanding pursuant to
        preceding clause (i) shall be deemed to have borne interest at (x) the
        rate applicable thereto, in the case of fixed rate indebtedness, or (y)
        at the rate which would have been applicable thereto on the last day of
        the respective Calculation Period, in the case of floating rate
        Indebtedness (although interest expense with respect to any Indebtedness
        for periods while same was actually outstanding during the respective
        period shall be calculated using the actual rates applicable thereto
        while same was actually outstanding); and

                (iii)   in making any determination of Consolidated EBITDA, pro
        forma effect shall be given to any Significant Asset Sale or Permitted
        Acquisition consummated during the periods described above, with such
        Consolidated EBITDA to be determined as if such Significant Asset Sale
        or Permitted Acquisition was consummated on the first day of the
        relevant Calculation Period (although to the extent that proceeds from a
        Significant Asset Sale are applied to repay Indebtedness, pro forma
        effect shall not be given to the application of the proceeds from such
        Significant Asset Sale unless such application results in the permanent
        repayment of such Indebtedness), and, in the case of any Permitted
        Acquisition, taking into account factually supportable and identifiable
        cost savings and expenses directly attributable to any such Permitted
        Acquisition which would otherwise be accounted for as an adjustment
        pursuant to Article 11 of Regulation S-X under the Securities Act, as if
        such cost savings or expenses were realized on the first day of the
        respective period.

                "Projections" shall mean the projections that were prepared by
the Borrower in connection with the Transaction and delivered to the Lenders
prior to the Effective Date.

                "Qualified Credit Parties" shall mean and include the Borrower
and each Subsidiary Guarantor which is a Wholly-Owned Domestic Subsidiary of the
Borrower, provided that any Qualified Credit Party that is (or was) a Subsidiary
Guarantor shall cease to constitute a

                                     -115-
<PAGE>

Qualified Credit Party at such time, if any, as such Subsidiary ceases to be a
Subsidiary Guarantor that is a Wholly-Owned Domestic Subsidiary of the Borrower.

                "Qualified Preferred Stock" shall mean any Preferred Equity of
the Borrower, (i) the express terms of which shall provide that Dividends
thereon shall not be required to be paid at any time (and to the extent) that
such payment would be prohibited by the terms of this Agreement or any other
agreement of the Borrower or any of its Subsidiaries relating to outstanding
Indebtedness, (ii) which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event (including any change of control event), cannot mature (excluding
any maturity as the result of an optional redemption by the issuer thereof) and
is not mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, and is not redeemable, or required to be repurchased (including,
without limitation, upon the occurrence of an change of control event), in whole
or in part, on or prior to one year following the Final Maturity Date and (iii)
the other terms and conditions of which are reasonably satisfactory to the
Administrative Agent.

                "Quarterly Payment Date" shall mean the last Business Day of
each March, June, September and December, it being understood that the first
Quarterly Payment Date shall be the last Business Day of September 2004.

                "Real Property" of any Person shall mean all of the right, title
and interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

                "Receivables Facilities" shall mean, collectively, the New
Domestic Receivables Facility and the European Receivables Facility.

                "Recovery Event" shall mean the receipt by the Borrower or any
of its Subsidiaries of any insurance or condemnation proceeds payable (i) by
reason of theft, physical destruction or damage or any other similar event with
respect to any properties or assets of the Borrower or any of its Subsidiaries,
(ii) by reason of any condemnation, taking, seizing or similar event with
respect to any properties or assets of the Borrower or any of its Subsidiaries
or (iii) under any policy of insurance required to be maintained under Section
8.03 other than business interruption insurance.

                "Refinancing" shall mean (x) the consummation of the refinancing
and repayment or other satisfaction in full of all amounts outstanding under,
and the termination of all commitments in respect of, the Existing Credit
Agreement, (y) the consummation of the Existing 2005 Senior Notes Redemption and
(z) the consummation of the Existing 2005/2006 Senior Notes Tender Offer/Consent
Solicitation.

                "Refinancing Documents" shall mean all of the agreements,
documents and instruments executed or delivered in connection with the
Refinancing.

                "Register" shall have the meaning provided in Section 13.17.

                "Regulation D" shall mean Regulation D of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof establishing reserve requirements.

                                     -116-
<PAGE>

                "Regulation T" shall mean Regulation T of the Board of Governors
of the Federal Reserve System as from to time in effect and any successor to all
or any portion thereof.

                "Regulation U" shall mean Regulation U of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof.

                "Regulation X" shall mean Regulation X of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or any portion thereof.

                "Release" shall have the meaning set forth in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA") (42 U.S.C. Section 9601 et seq.).

                "Replaced Lender" shall have the meaning provided in Section
1.13.

                "Replacement Lender" shall have the meaning provided in Section
1.13.

                "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA
other than those events as to which the 30-day notice period is waived under
subsection .22, .23, .25, .27, or .28 of PBGC Regulation Section 4043.

                "Required Appraisal" shall have the meaning provided in Section
8.11(g).

                "Required Lenders" shall mean Non-Defaulting Lenders, the sum of
whose Revolving Loan Commitments (or after the termination thereof, outstanding
Individual RL Exposures) and Credit-Linked Commitments (or after the termination
thereof, outstanding Individual CL Exposures) as of any date of determination
represent greater than 50% of the sum of all Commitments of all Non-Defaulting
Lenders at such time (or, after the termination thereof, the sum of the then
total Individual CL Exposures and Individual RL Exposures of all Non-Defaulting
Lenders at such time).

                "Reserve Account" shall have the meaning assigned to such term
in Section 14.02(a).

                "Restricted" shall mean, when referring to cash or Cash
Equivalents of the Borrower or any of its Subsidiaries, that such cash or Cash
Equivalents (i) appears (or would be required to appear) as "restricted" on a
consolidated balance sheet of the Borrower or of any such Subsidiary, (ii) are
subject to any Lien in favor of any Person other than the Collateral Agent for
the benefit of the Secured Creditors or (iii) are not otherwise generally
available for use by the Borrower or any of its Subsidiaries.

                "Returns" shall have the meaning provided in Section 7.20.

                "Revolving Loan" shall have the meaning provided in Section
1.01(a) (and shall include any Revolving Loans made pursuant to an Additional
Revolving Loan Commitment).

                                     -117-
<PAGE>

                "Revolving Loan Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name on Schedule I directly below the
column entitled "Revolving Loan Commitment", as same may be (x) reduced from
time to time and/or terminated pursuant to Section 3.02, 3.03 and/or 10, (y)
obtained from time to time pursuant to Section 1.14 or (z) adjusted from time to
time as a result of assignments to or from such Lender pursuant to Section 1.13
or 13.04(b).

                "Revolving Note" shall have the meaning provided in Section
1.05(a).

                "RL Blocked Commitment" shall mean, at any time, the aggregate
principal amount of RL Loans theretofore or then being repaid pursuant to
Section 4.02(b) with proceeds from any Asset Sale effected pursuant to Section
9.02(vi); it being understood and agreed that (i) the RL Blocked Commitment may
be utilized to incur RL Loans so long as (x) all of the applicable conditions to
Borrowing set forth in this Agreement have been satisfied, (y) all of the
proceeds thereof are contemporaneously used to make payments in respect of
Designated Litigation Liabilities that are then due and owing or are otherwise
permitted to be prepaid pursuant to Section 9.10(iii), (ii) the amount of the RL
Blocked Commitment shall be correspondingly reduced in the aggregate principal
amount of, and contemporaneously with the incurrence of, such RL Loans as
provided in preceding clause (i), and (iii) from and after the delivery by the
Borrower to the Administrative Agent of the Designated Litigation Certificate,
the amount of the RL Blocked Commitment as then in effect shall be reduced to
(and as the same may further be increased or decreased from time to time as
provided in preceding clause (i) or (ii), as the case may be) the amount (if
positive) by which (x) the sum of (I) the Total Blocked Commitment in effect
immediately prior to the delivery of the Designated Litigation Certificate plus
(II) the aggregate amount of the Account Proceeds (as defined in the Cash
Collateral Agreement) in the Account (as defined in the Cash Collateral
Agreement) exceeds (y) the aggregate amount of all remaining Designated
Litigation Liabilities at such time; provided that the RL Blocked Commitment
shall be reduced to $0 at such time, after the delivery of the Designated
Litigation Certificate, that the aggregate amount of all Designated Litigation
Liabilities does not exceed $10,000,000.

                "RL Lender" shall mean each Lender which has a Revolving Loan
Commitment (without giving effect to any termination of the Total Revolving Loan
Commitment if any Swingline Loans or RL Letter of Credit Outstandings remain
outstanding) or which has any outstanding Revolving Loans.

                "RL Letter of Credit" shall mean each Letter of Credit issued to
the Borrower pursuant to Section 2.01(a) and designated as such by the Borrower
in the respective Letter of Credit Request (until same has been re-designated as
a CL Letter of Credit in accordance with Section 2.03(c)).

                "RL Letter of Credit Fees" shall have the meaning provided in
Section 3.01(b).

                "RL Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding RL Letters of Credit
at such time and (ii) the aggregate amount of all RL Unpaid Drawings at such
time.

                                     -118-
<PAGE>

                "RL Percentage" of any RL Lender at any time shall be that
percentage which is equal to a fraction (expressed as a percentage) the
numerator of which is the Revolving Loan Commitment of such RL Lender at such
time and the denominator of which is the Total Revolving Loan Commitment at such
time, provided that if any such determination is to be made after the Total
Revolving Loan Commitment (and the related Revolving Loan Commitments of the
Lenders) has (or have) terminated, the determination of such percentages shall
be made immediately before giving effect to such termination.

                "RL Reserve Account" shall have the meaning assigned to such
term in Section 14.02(a).

                "RL Unpaid Drawing" shall mean any Unpaid Drawing under an RL
Letter of Credit.

                "S&P" shall mean Standard & Poor's Ratings Services, a division
of McGraw Hill, Inc.

                "Sale and Leaseback Transaction" shall mean any arrangement,
directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or
repurchase under an extended purchase contract, conditional sales or other title
retention agreement, the same or similar property.

                "Scheduled Existing Indebtedness" shall mean Third Party
Scheduled Existing Indebtedness and Intercompany Scheduled Existing
Indebtedness.

                "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

                "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

                "Secured Creditors" shall have the meaning provided in the
respective Security Documents.

                "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

                "Security Agreement" shall have the meaning provided in Section
5.11.

                "Security Agreement Collateral" shall mean all of the
"Collateral" as defined in the Security Agreement.

                "Security Document" shall mean and include each of the Security
Agreement, the Pledge Agreement, the Cash Collateral Agreement, each Mortgage,
and, after the execution and delivery thereof, each Additional Security Document
(including each Additional Mortgage).

                "Significant Asset Sale" shall mean each Asset Sale (or series
of related Asset Sales) which generates Net Sale Proceeds of at least
$10,000,000.

                                     -119-
<PAGE>

                "Standby Letter of Credit" shall have the meaning provided in
Section 2.01(a).

                "Start Date" shall mean, with respect to any Margin Reduction
Period, the first day of such Margin Reduction Period.

                "Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met, but after giving effect to all previous drawings made thereunder), provided
that except as such term is used in Section 2.02, the "Stated Amount" of each
Letter of Credit denominated in an Alternative Currency shall be, on any date of
calculation, the Dollar Equivalent of the maximum amount available to be drawn
in such Alternative Currency thereunder (determined without regard to whether
any conditions to drawing could then be met but after giving effect to all
previous drawings made thereunder).

                "Subsidiaries Guaranty" shall have the meaning provided in
Section 5.09(a) and each other guaranty executed and delivered by any Domestic
Subsidiary of the Borrower pursuant to Section 8.11, 8.12 or 9.13.

                "Subsidiary" of any Person shall mean and include (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through one or more Subsidiaries of such Person and (ii) any
partnership, association, limited liability company, joint venture or other
entity (other than a corporation) in which such Person directly or indirectly
through one or more Subsidiaries of such Person, has more than a 50% Equity
Interest at the time. Notwithstanding the foregoing (and except for purposes of
the definition of Unrestricted Subsidiary contained herein), no Unrestricted
Subsidiary shall be deemed to be a Subsidiary of the Borrower or any of its
other Subsidiaries for purposes of this Agreement.

                "Subsidiary Guarantor" shall mean each Domestic Subsidiary of
the Borrower which executes and delivers the Subsidiaries Guaranty, unless and
until such time as the respective Domestic Subsidiary ceases to constitute a
Domestic Subsidiary or is released from all of its obligations under the
Subsidiaries Guaranty in accordance with the terms and provisions hereof and
thereof; provided, however, that none of any Domestic Receivables Entity, AIC,
Crompton International, Crompton LLC and Witco Europe shall be a Subsidiary
Guarantor except as otherwise provided in Section 8.11(c).

                "Swingline Expiry Date" shall mean the date that is five
Business Days prior to the Final Maturity Date.

                "Swingline Lender" shall mean DBAG, or any Person serving as a
successor Administrative Agent hereunder, in its capacity as a lender of
Swingline Loans.

                "Swingline Loan" shall have the meaning provided in Section
1.01(c).

                "Swingline Note" shall have the meaning provided in Section
1.05(a).

                                      -120-
<PAGE>

                "Tax Allocation Agreements" shall have the meaning provided in
Section 5.14(ii).

                "Tax Benefit" shall have the meaning provided in Section
4.04(c).

                "Taxes" shall have the meaning provided in Section 4.04(a).

                "Test Date" shall mean, with respect to any Start Date, the last
day of the most recent fiscal quarter of the Borrower ended immediately prior to
such Start Date.

                "Test Period" shall mean each period of four consecutive fiscal
quarters of the Borrower then last ended, in each case taken as one accounting
period.

                "Third Party Scheduled Existing Indebtedness" shall have the
meaning provided in Section 7.21.

                "Total Available Credit-Linked Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the Total Credit-Linked Commitment
at such time minus (y) the CL Blocked Commitment as in effect at such time.

                "Total Available Revolving Loan Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the Total Revolving Loan
Commitment at such time minus (y) the RL Blocked Commitment as in effect at such
time.

                "Total Blocked Commitment" shall mean, at any time, an amount
equal to the sum of the RL Blocked Commitment as in effect at such time and the
CL Blocked Commitment as in effect at such time.

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders at such time.

                "Total Credit-Linked Commitment" shall mean, at any time, the
sum of the Credit-Linked Commitments of each of the CL Lenders at such time.

                "Total Revolving Loan Commitment" shall mean, at any time, the
sum of the Revolving Loan Commitments of each of the RL Lenders at such time.

                "Total Unutilized Available Commitment" shall mean, at any time,
an amount equal to the remainder of (x) the sum of the Total Available Revolving
Loan Commitment as in effect at such time plus the Total Available Credit-Linked
Commitment as in effect at such time less (y) the sum of the Aggregate RL
Exposure and the Aggregate CL Exposure at such time.

                "Total Unutilized Credit-Linked Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the Total Credit-Linked Commitment
as in effect at such time less (y) the Aggregate CL Exposure at such time.

                "Total Unutilized Revolving Loan Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the Total Revolving Loan
Commitment as in effect at such time less (y) the Aggregate RL Exposure at such
time.

                                      -121-
<PAGE>

                "Trade Letter of Credit" shall have the meaning set forth in
Section 2.01(a).

                "Tranche" shall mean the respective facilities and commitments
utilized in making Loans hereunder, with there being three separate Tranches
(i.e., Revolving Loans, CL Loans and Swingline Loans).

                "Transaction" shall mean, collectively, (i) the consummation of
the Refinancing, (ii) the entering into of the Credit Documents and the
incurrence of any Loans and the issuance of any Letters of Credit on the
Effective Date, (iii) the issuance of the New Senior Notes, (iv) the entering
into of the New Domestic Receivables Facility, and (v) the payment of fees and
expenses in connection with the foregoing.

                "Treaty" means the Treaty establishing the European Community
being the Treaty of Rome of March 25, 1957, as amended by the Single European
Act 1986, the Maastricht Treaty (which was signed at Maastricht on February 7,
1992) and the Treaty of Amsterdam (which was signed in Amsterdam on October 2,
1997).

                "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

                "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the relevant jurisdiction.

                "Unfunded Current Liability" of any Plan shall mean the amount,
if any, by which the value of the accumulated plan benefits under the Plan
determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions).

                "Unpaid Drawing" shall have the meaning provided in Section
2.05(a).

                "Unrestricted" shall mean, when referring to cash or Cash
Equivalents of the Borrower or any of its Subsidiaries, that such cash or Cash
Equivalents are not Restricted.

                "Unrestricted Subsidiary" shall mean Baxenden Chemicals Ltd., a
corporation organized under the laws of the United Kingdom (but only so long as
same would otherwise constitute a Subsidiary of the Borrower pursuant to the
definition of "Subsidiary" contained in this Section 11 without regard to the
last sentence of such definition) and any Subsidiary thereof, so long as (I) no
such Unrestricted Subsidiary owns any capital stock of, or other Equity
Interests in, or has any Lien on any property of the Borrower or any Subsidiary
of the Borrower other than a Subsidiary of the Unrestricted Subsidiary, (II) any
Indebtedness and other obligations of any such Unrestricted Subsidiary are
non-recourse to the Borrower or any of its other Subsidiaries, and (III) the
Borrower's and its other Subsidiaries' aggregate Investments in all Unrestricted
Subsidiaries made after the Effective Date does not exceed that amount permitted
by Section 9.05(xv).

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<PAGE>

                "Unutilized Revolving Loan Commitment" with respect to any RL
Lender, at any time, shall mean such RL Lender's Revolving Loan Commitment at
such time, if any, less the sum of (i) the aggregate outstanding principal
amount of Revolving Loans made by such RL Lender and then outstanding and (ii)
the sum of such RL Lender's RL Percentage of the Stated Amount of each RL Letter
of Credit and any RL Unpaid Drawings relating thereto (for this purpose, using
the Dollar Equivalent of any amounts expressed in an Alternative Currency).

                "U.S." or "United States" shall mean the United States of
America.

                "U.S. GAAP" shall mean generally accepted accounting principles
in the United States of America as in effect from time to time; provided that
determinations in accordance with U.S. GAAP for purposes of Applicable Margins
and Sections 4.02, 8.15 and 9, including defined terms as used therein, and for
all purposes of determining the Leverage Ratio, are subject (to the extent
provided therein) to Section 13.07(a).

                "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person,
any Wholly-Owned Subsidiary of such Person that is a Domestic Subsidiary of such
Person.

                "Wholly-Owned Foreign Subsidiary" shall mean, as to any Person,
any Wholly-Owned Subsidiary of such Person that is not a Domestic Subsidiary of
such Person.

                "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying shares
and/or other nominal amounts of shares required by applicable law to be held by
Persons other than such Person) is at the time owned by such Person and/or one
or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
limited liability company, association, joint venture or other entity in which
such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a
100% Equity Interest at such time; provided that any Foreign Subsidiary of such
Person at least 90% of whose capital stock or other Equity Interests are owned
by such Person and/or one or more Wholly-Owned Subsidiaries (determined after
giving effect to this proviso) of such Person at such time shall be deemed to be
a Wholly-Owned Subsidiary of such Person.

                "Witco Europe" shall mean Witco Europe Investment Partners, a
Delaware limited liability partnership.

                "Written" (whether lower or upper case) or "in writing" shall
mean any form of written communication or a communication by means of telex,
facsimile device, telegraph or cable.

                SECTION 12. The Agents.

                12.01   Appointment. (a) Each Lender (which, for the purposes of
this Section 12, shall also include each Issuing Lender) hereby irrevocably
designates and appoints DBAG as Administrative Agent for such Lender (for
purposes of this Section 12 and Section 13.01, the term "Administrative Agent"
shall mean DBAG (and its affiliates including, without limitation, Deutsche Bank
AG, Cayman Islands Branch) in its capacities as Administrative Agent, Deposit
Bank and as Collateral Agent hereunder and pursuant to the Security Documents)
to act as specified herein and in the other Credit Documents, and each such
Lender hereby irrevocably

                                      -123-
<PAGE>

authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and the other Credit Documents and
to exercise such powers and perform such duties as are expressly delegated to or
required of the Administrative Agent, by the terms of this Agreement and the
other Credit Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent may perform its respective duties
under this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein by or through its respective officers,
directors, agents, employees or affiliates (it being understood and agreed, for
avoidance of doubt and without limiting the generality of the foregoing, that
the Administrative Agent and/or Collateral Agent may perform any of its duties
under the Security Documents by or through one or more of its affiliates).

                (b)     Except to the extent provided in Sections 12.09 and
12.10, the provisions of this Section 12 are solely for the benefit of the
Administrative Agent and the Lenders, and neither the Borrower nor any of its
Subsidiaries shall have any rights as a third party beneficiary of any of the
provisions hereof. In performing its functions and duties under this Agreement,
the Administrative Agent shall act solely as agent for the Lenders, and the
Administrative Agent assumes no (and shall not be deemed to have assumed any)
obligation or relationship of agency or trust with or for the Borrower or any of
its Subsidiaries.

                12.02   Nature of Duties. The Administrative Agent shall not
have any duties or responsibilities except those expressly set forth in this
Agreement and in the other Credit Documents. Neither the Administrative Agent
nor any of its officers, directors, agents, representatives, employees or
affiliates shall be liable for any action taken or omitted by it hereunder or
under any other Credit Document or in connection herewith or therewith, unless
caused by its or their gross negligence or willful misconduct (as determined by
a court of competent jurisdiction in a final and non-appealable decision). The
duties of the Administrative Agent shall be mechanical and administrative in
nature; the Administrative Agent shall not have by reason of this Agreement or
any other Credit Document a fiduciary relationship in respect of any Lender or
the holder of any Note and nothing in this Agreement or in any other Credit
Document, expressed or implied, is intended to or shall be so construed as to
impose upon the Administrative Agent any obligations in respect of this
Agreement or any other Credit Document except as expressly set forth herein or
therein.

                12.03   Certain Rights of the Administrative Agent. The
Administrative Agent shall have the right to request instructions from the
Required Lenders at any time. If the Administrative Agent shall request
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, the Administrative Agent shall be entitled to refrain from such act or
taking such action unless and until the Administrative Agent shall have received
instructions from the Required Lenders; and the Administrative Agent shall not
incur liability to any Lender by reason of so refraining. Without limiting the
foregoing, neither any Lender nor the holder of any Note shall have any right of
action whatsoever against the Administrative Agent or any of its employees,
directors, officers, agents or affiliates as a result of the Administrative
Agent or such other person acting or refraining from acting hereunder or under
any other Credit Document in accordance with the instructions of the Required
Lenders.

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<PAGE>

                12.04   Reliance by the Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected (and shall have no
liability to any Person) in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order, telephone message or other document or conversation that the
Administrative Agent believed, in the absence of gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision), to be the proper Person, and, with respect to all
legal matters pertaining to this Agreement and any other Credit Document and its
duties hereunder and thereunder, upon advice of counsel selected by the
Administrative Agent (which may be counsel for the Credit Parties) and, with
respect to other matters, upon advice of independent public accountants or other
experts selected by it.

                12.05   Notice of Default, etc. The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless the Administrative Agent has actually received written
notice from a Lender or the Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders;
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders (as determined by the Administrative Agent in its sole discretion).

                12.06   Nonreliance on the Administrative Agent and the other
Lenders. Independently and without reliance upon the Administrative Agent, each
Lender and the holder of each Note, to the extent it deems appropriate, has made
and shall continue to make its own independent investigation of the financial
condition and affairs of the Borrower and its Subsidiaries in connection with
the making and the continuance of the Loans and the taking or not taking of any
action in connection herewith and, except as expressly provided in this
Agreement, the Administrative Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder
of any Note with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter. Neither the Administrative Agent nor their respective
affiliates nor any of their respective officers, directors, agents or employees
shall be responsible to any Lender or the holder of any Note for, or be required
or have any duty to ascertain, inquire or verify the accuracy of, (i) any
recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith,
(ii) the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement or any
other Credit Document, (iii) the financial condition of the Borrower and any of
its Subsidiaries, (iv) the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, (v) the
satisfaction of any of the conditions precedent set forth in Section 5 or 6, or
(vi) the existence or possible existence of any Default or Event of Default.

                12.07   Indemnification. (a) To the extent the Administrative
Agent (or any affiliate thereof) is not reimbursed and indemnified by the
Borrower, the Lenders will reimburse

                                      -125-
<PAGE>

and indemnify the Administrative Agent (and any affiliate thereof) in proportion
to their respective "percentages" as used in determining the Required Lenders
(determined as if there were no Defaulting Lenders), for and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by the Administrative Agent (or
any affiliate thereof) in performing its respective duties hereunder or under
any other Credit Document or in any way relating to or arising out of this
Agreement or any other Credit Document, provided that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's gross negligence or willful misconduct (as determined by
a court of competent jurisdiction in a final and non-appealable decision).

                (b)     The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder and under any other Credit
Document (except actions expressly required to be taken by it hereunder or under
the Credit Documents) unless it shall first be indemnified to its satisfaction
by the Lenders pro rata against any and all liability, cost and expense that it
may incur by reason of taking or continuing to take any such action.

                (c)     The agreements in this Section 12.07 shall survive the
payment of all Obligations.

                12.08   Administrative Agent in its Individual Capacity. With
respect to its obligation to make Loans, or issue or participate in Letters of
Credit, under this Agreement, the Administrative Agent shall have the rights and
powers specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Lender", "Required Lenders", "holders of Notes" or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent and
its affiliates may accept deposits from, lend money to, and generally engage in
any kind of banking, investment banking, trust or other business with, or
provide debt financing, equity capital or other services (including financial
advisory services) to, any Credit Party or any Affiliate of any Credit Party (or
any Person engaged in a similar business with any Credit Party or any Affiliate
thereof) as if they were not performing the duties specified herein, and may
accept fees and other consideration from any Credit Party or any Affiliate of
any Credit Party for services in connection with this Agreement and otherwise
without having to account for the same to the Lenders.

                12.09   Holders. The Borrower and the Administrative Agent shall
deem and treat the payee of any Note as the owner thereof for all purposes
hereof unless and until a written notice of the assignment, transfer or
endorsement thereof, as the case may be, shall have been filed with the
Administrative Agent and received in the Register. Any request, authority or
consent of any Person or entity who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or endorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

                12.10   Resignation of the Administrative Agent. (a) The
Administrative Agent may resign from the performance of all its functions and
duties hereunder and/or under the other

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<PAGE>

Credit Documents (including, without limitation, its functions and duties as
Collateral Agent) at any time by giving 30 Business Days' prior written notice
to the Lenders and, unless a Default or an Event of Default under Section 10.05
then exists, the Borrower. Any such resignation by the Administrative Agent
hereunder shall also constitute its resignation (if applicable) as an Issuing
Lender and Swingline Lender, in which case the resigning Administrative Agent
(x) shall not be required to issue any further Letters of Credit or make any
additional Swingline Loans hereunder and (y) shall maintain all of its rights as
Issuing Lender or Swingline Lender, as the case may be, with respect to any
Letter of Credit issued by it, or Swingline Loans made by it, prior to the date
of such resignation. Such resignation shall take effect upon the appointment of
a successor Administrative Agent pursuant to clauses (b) and (c) below or as
otherwise provided below.

                (b)     Upon any such notice of resignation by the
Administrative Agent, the Required Lenders shall appoint a successor
Administrative Agent hereunder and/or under the other Credit Documents who shall
be a commercial bank or trust company acceptable to the Borrower, which
acceptance shall not be unreasonably withheld or delayed (provided that the
Borrower's approval shall not be required if an Event of Default then exists).

                (c)     If a successor Administrative Agent shall not have been
so appointed within such 30 Business Day period, the Administrative Agent, with
the consent of the Borrower (which consent shall not be unreasonably withheld or
delayed, provided that the Borrower's consent shall not be required if an Event
of Default then exists), shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder and/or under the other Credit
Documents until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above.

                (d)     If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 30th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or
under any other Credit Document until such time, if any, as the Lenders appoint
a successor Administrative Agent as provided above.

                (e)     Upon a resignation of the Administrative Agent pursuant
to this Section 12.10, the Administrative Agent shall remain indemnified to the
extent provided in this Agreement and the other Credit Documents and the
provisions of this Section 12 shall continue in effect for the benefit of the
Administrative Agent for all of its actions and inactions while serving as the
Administrative Agent.

                12.11   Collateral Matters. (a) Each Lender authorizes and
directs the Collateral Agent to enter into the Security Documents for the
benefit of the Lenders and the other Secured Creditors. Each Lender hereby
agrees, and each holder of any Note or participant in Letters of Credit by the
acceptance thereof will be deemed to agree, that, except as otherwise set forth
herein, any action taken by the Required Lenders in accordance with the
provisions of this Agreement or the Security Documents, and the exercise by the
Required Lenders of the powers set forth herein or therein, together with such
other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders. The Collateral Agent is hereby authorized on
behalf of all of the Lenders, without the necessity of any notice to or further

                                      -127-
<PAGE>

consent from any Lender, from time to time prior to an Event of Default, to take
any action with respect to any Collateral or Security Documents which may be
necessary to perfect and maintain perfected the security interest in and liens
upon the Collateral granted pursuant to the Security Documents.

                (b)     The Lenders hereby authorize the Collateral Agent, at
its option and in its discretion, to release any Lien granted to or held by the
Collateral Agent upon any Collateral (i) upon termination of the Commitments and
payment and satisfaction of all of the Obligations at any time arising under or
in respect of this Agreement or the Credit Documents or the transactions
contemplated hereby or thereby, (ii) constituting property being sold or
otherwise disposed of (to Persons other than another Credit Party) upon the sale
or other disposition thereof in compliance with Section 9.02, (iii) if approved,
authorized or ratified in writing by the Required Lenders (or all of the Lenders
hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be
expressly provided in the relevant Security Documents. Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the
Collateral Agent's authority to release particular types or items of Collateral
pursuant to this Section 12.11.

                (c)     The Collateral Agent shall have no obligation whatsoever
to the Lenders or to any other Person to assure that the Collateral exists or is
owned by the Borrower or any of its Subsidiaries or is cared for, protected or
insured or that the Liens granted to the Collateral Agent herein or pursuant
hereto have been properly or sufficiently or lawfully created, perfected,
protected or enforced or are entitled to any particular priority, or to exercise
or to continue exercising at all or in any manner or under any duty of care,
disclosure or fidelity any of the rights, authorities and powers granted or
available to the Collateral Agent in this Section 12.11 or in any of the
Security Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission or event related thereto, the Collateral Agent
may act in any manner it may deem appropriate, in its sole discretion, given the
Collateral Agent's own interest in the Collateral as one of the Lenders and that
the Collateral Agent shall have no duty or liability whatsoever to the Lenders,
except for its gross negligence or willful misconduct (as determined by a court
of competent jurisdiction in a final and non-appealable decision).

                12.12   Delivery of Information. The Administrative Agent shall
not be required to deliver to any Lender originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from the Borrower, any Subsidiary thereof, the Required
Lenders, any Lender or any other Person under or in connection with this
Agreement or any other Credit Document except (i) as specifically provided in
this Agreement or any other Credit Document and (ii) as specifically requested
from time to time in writing by any Lender with respect to a specific document,
instrument, notice or other written communication received by and in the
possession of the Administrative Agent at the time of receipt of such request
and then only in accordance with such specific request.

                12.13   Syndication Agents, Documentation Agent, Joint Lead
Arrangers and Joint Book Running Managers. Notwithstanding any provision to the
contrary contained elsewhere in this Agreement or in any other Credit Document,
none of Deutsche Bank Securities Inc., Credit Suisse First Boston, Citigroup
Global Markets Inc. nor Banc of America Securities LLC in their respective
capacities as Joint Lead Arrangers, Joint Book Running Managers, Co-Syndication
Agents and/or Documentation Agent, as shown on the cover page of this

                                      -128-
<PAGE>

Agreement, shall have any powers, duties, responsibilities or liabilities under
the Credit Documents, nor shall any such Person have or be deemed to have any
fiduciary relationship with any Lender in respect of the Credit Documents, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Credit Document or
otherwise exist against any such Person in respect of such capacities, and such
titles are for recognition purposes only.

                SECTION 13. Miscellaneous.

                13.01   Payment of Expenses, etc. The Borrower agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP and local and foreign counsel) in connection with the Transaction and
in connection with the negotiation, preparation, execution and delivery of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and of the Administrative Agent in connection
with any amendment, waiver or consent relating hereto or thereto, and in
connection with the Administrative Agent's syndication efforts with respect to
this Agreement; (ii) pay all out-of-pocket costs and expenses of the
Administrative Agent, each Issuing Lender and each of the Lenders in connection
with the enforcement of the Credit Documents and the documents and instruments
referred to therein or in connection with any refinancing or restructuring of
the credit arrangements provided under this Agreement in the nature of a
"work-out" or pursuant to any insolvency or bankruptcy proceedings (including,
without limitation, in each case the reasonable fees and disbursements of
counsel and consultants) and the protection of the rights of the Administrative
Agent, each Issuing Lender and each of the Lenders thereunder (including,
without limitation, the reasonable fees and disbursements of counsel (including
in-house counsel) and consultants for the Administrative Agent, each Issuing
Lender and each of the Lenders); (iii) pay and hold the Administrative Agent,
each Issuing Lender and each of the Lenders harmless from and against any and
all present and future stamp, documentary, transfer, sales and use, value added,
excise and other similar taxes with respect to the foregoing matters, the
performance of any obligation under this Agreement or any other Credit Document
or any payment thereunder, and save the Administrative Agent, each Issuing
Lender and each of the Lenders harmless from and against any and all liabilities
with respect to or resulting from any delay or omission (other than to the
extent attributable to the Administrative Agent, such Issuing Lender or such
Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, each
Issuing Lender, each Lender and each affiliate thereof and their respective
officers, directors, employees, representatives, trustees and agents from and
hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, costs, expenses and disbursements incurred by, imposed on or assessed
against any of them as a result of, or arising out of, or in any way related to,
or by reason of, (a) any investigation, litigation or other proceeding (whether
or not the Administrative Agent, any Issuing Lender or any Lender is a party
thereto and whether or not any such investigation, litigation or other
proceeding is between or among the Administrative Agent, any Issuing Lender, any
Lender, any Credit Party or any third Person or otherwise) related to the
entering into and/or performance of this Agreement or any other Document or the
use of any Letter of Credit or the proceeds of any Loans hereunder or the
Transaction or the consummation of any other transactions contemplated by any
Document or the exercise or enforcement of any of their rights or remedies
provided herein or in the other

                                      -129-
<PAGE>

Credit Documents (but excluding any such liabilities, obligations, losses,
damages, penalties, claims, actions, costs, expenses and disbursements to the
extent incurred by reason of the gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable
decision) of the Person to be indemnified), or (b) the actual or alleged
presence of Hazardous Materials in the air, surface water or groundwater or on
the surface or subsurface of any Real Property at any time owned, leased or
operated by any Credit Party or any of its Subsidiaries, the Release,
generation, storage, transportation, handling or disposal of Hazardous Materials
at any location, whether or not owned, leased or operated by any Credit Party or
any of its Subsidiaries, the non-compliance of any Real Property with foreign,
federal, state and local laws, regulations, and ordinances (including applicable
permits thereunder) applicable to any Real Property, or any Environmental Claim
in connection with or relating to any Credit Party, any of its Subsidiaries or
any of their operations or activities or any Real Property at any time owned,
leased or operated by any Credit Party or any of its Subsidiaries, in each case,
including, without limitation, the reasonable fees and disbursements of counsel
and independent consultants incurred in connection with any such investigation,
litigation or other proceeding (but excluding any such liabilities, obligations,
losses, damages, penalties, claims, actions, costs, expenses and disbursements
to the extent incurred by reason of the gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision) of the Person to be indemnified). To the extent that
the undertaking to indemnify, pay or hold harmless the Administrative Agent, the
Collateral Agent, any Issuing Lender or any Lender set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, the Borrowers hereby agree to make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law. To the extent permitted by applicable law, no
Credit Party shall assert, and each Credit Party hereby waives, any claim
against any Person entitled to be indemnified by the Borrower pursuant to this
Section 13.01, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transaction, any Loan or Letter of Credit or
the use of the proceeds thereof.

                13.02   Right of Setoff. (a) In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, the
Administrative Agent, each Issuing Lender and each Lender is hereby authorized
at any time or from time to time, without presentment, demand, protest or other
notice of any kind to the Borrower or any of its Subsidiaries or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by the Administrative Agent, such Issuing
Lender or such Lender (including, without limitation, by branches, agencies and
affiliates of the Administrative Agent, such Issuing Lender or such Lender
wherever located) to or for the credit or the account of the Borrower or any of
its Subsidiaries against and on account of the Obligations of the Borrower or
such Subsidiary, as the case may be, to the Administrative Agent, such Issuing
Lender or such Lender under this Agreement or under any of the other Credit
Documents, including, without limitation, all interests in Obligations purchased
by such Lender pursuant to Section 13.06(b), all participations by any Lender in
any Swingline Loans or Letters of Credit as required pursuant to the provisions
of this Agreement and all other claims of any nature or description arising out
of or connected

                                      -130-
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with this Agreement or any other Credit Document, irrespective of whether or not
the Administrative Agent, such Issuing Lender or such Lender shall have made any
demand hereunder and although said Obligations shall be contingent or unmatured.
The Borrower agrees that any Lender purchasing participations in one or more
Letters of Credit issued, or Swingline Loans made, to it as required by the
provisions of this Agreement, or purchasing participations as required by
Section 13.06(b), may, to the fullest extent permitted by law, exercise all
rights (including without limitation the right of setoff) with respect to such
participations as fully as if such Lender is a direct creditor of the Borrower
with respect to such participations in the amount thereof.

                (b)     NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY
TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY
LOCATED IN CALIFORNIA, NO LENDER OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A
RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION
OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY
NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN
WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING
WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF
THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE
VALIDITY, PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL
AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND
OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE
REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS
SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREUNDER.

                13.03   Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered:

                (i)     if to the Borrower,  to it at 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);

                (ii)    if to any Lender, at its address specified for such
        Lender on Schedule II; and

                (iii)   if to the Administrative Agent, at the Notice Office;

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or, as to the Borrower or the Administrative Agent, at such other address as
shall be designated by such party in a written notice to the other parties
hereto and, as to each Lender, at such other address as shall be designated by
such Lender in a written notice to the Borrower and the Administrative Agent.
All such notices and communications shall be mailed, telegraphed, telexed,
telecopied or cabled or sent by overnight courier, and shall be effective when
received.

                13.04   Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, the Borrower
may not assign or transfer any of its rights, obligations or interest hereunder
or under any other Credit Document without the prior written consent of each of
the Lenders and, provided, further, that, although any Lender may (without the
consent of any Credit Party) grant participations in its rights hereunder, such
Lender shall remain a "Lender" for all purposes hereunder (and may not transfer
or assign all or any portion of its Commitments or Loans hereunder except as
provided in Section 13.04(b)) and the participant, as the case may be, shall not
constitute a "Lender" hereunder and, provided, further, no Lender shall grant
any participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan, Note, or Letter of Credit (unless such Letter of Credit is
not extended beyond the Final Maturity Date) in which such participant is
participating, or reduce the rate or extend the time of payment of interest or
Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant's participation over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitment or of a
mandatory repayment of Loans shall not constitute a change in the terms of such
participation, that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof and that any amendment or modification to the
financial definitions in this Agreement or to Section 13.07 (other than a
modification of the percentages set forth in the definition of "Applicable
Margin") shall not constitute a reduction in any rate of interest or fees for
purposes of this clause (i), notwithstanding the fact that such amendment or
modification actually results in such a reduction), (ii) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement or (iii) release all or substantially all of the Collateral
under all of the Security Documents (except as expressly provided in the
Security Documents) supporting the Obligations in which such participant is
participating. In the case of any such participation, the participant shall not
have any rights under this Agreement or any of the other Credit Documents (the
participant's rights against such Lender in respect of such participation to be
those set forth in the agreement executed by such Lender in favor of the
participant relating thereto) and all amounts payable by the Borrowers hereunder
shall be determined as if such Lender had not sold such participation.

                (b)     Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Commitments (and related outstanding Obligations hereunder) to (i) its parent
company and/or any affiliate of such Lender which is at least 50% owned by such
Lender or its parent company, (ii) one or more Lenders or an affiliate of any
Lender such Lender which is at least 50% owned by such other Lender or its
parent company or (iii) in the case of any Lender that is a fund that invests in
bank loans, any

                                      -132-
<PAGE>

other fund that invests in bank loans and is managed by the same investment
advisor as a Lender or by an Affiliate of such investment advisor or (y) assign
all, or if less than all, a portion equal to at least (A) $5,000,000 in the
aggregate for the assigning Lender or assigning Lenders of Revolving Loan
Commitments and related outstanding Obligations and (B) $1,000,000 in the
aggregate for the assigning Lender or assigning Lenders of Credit-Linked
Commitments and related outstanding Obligations, in each case to one or more
Eligible Transferees (treating (I) any fund that invests in bank loans and (II)
any other fund that invests in bank loans and is managed by the same investment
advisor as such fund or by an Affiliate of such investment advisor, as a single
Eligible Transferee), each of which assignees shall become a party to this
Agreement as a Lender by execution of an Assignment and Assumption Agreement,
provided that (i) at such time Schedule I shall be deemed modified to reflect
the Commitments of such new Lender and of the existing Lenders, (ii) upon
request of assigning or assignee Lender, and upon surrender of the old relevant
Notes (if any) or a lost Note(s) indemnity in form reasonably satisfactory to
the Administrative Agent, new Notes will be issued, at the Borrower's expense,
to such new Lender and to the assigning Lender, such new Notes to be in
conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the revised Commitments and/or
outstanding Loans, as the case may be, (iii) the consent of the Administrative
Agent and, so long as no Default or Event of Default then exists and is
continuing and the primary syndication of the Commitments has occurred (as
reasonably determined by the Administrative Agent), the Borrower shall be
required in connection with any such assignment pursuant to clause (y) of this
Section 13.04(b) (each of which consents shall not be unreasonably withheld or
delayed), and (iv) the Administrative Agent shall receive at the time of each
such assignment, from the assigning or assignee Lender, the payment of a
non-refundable assignment fee of $3,500 and, provided, further, that such
transfer or assignment will not be effective until recorded by the
Administrative Agent on the Register pursuant to Section 13.17. To the extent of
any assignment pursuant to this Section 13.04(b), the assigning Lender shall be
relieved of its obligations hereunder with respect to its assigned Commitments
and outstanding Loans. At the time of each assignment pursuant to this Section
13.04(b) to a Person which is not already a Lender hereunder, the respective
assignee Lender shall, to the extent legally entitled to do so, provide to the
Borrower and the Administrative Agent the appropriate forms (and, if applicable,
a Section 4.04(b)(ii) Certificate) described in Section 4.04(b) to the extent
such forms would provide a complete exemption from or reduction in United States
withholding tax with respect to payments to be made by the Borrower. To the
extent that an assignment of all or any portion of a Lender's Commitments and
related outstanding Obligations pursuant to Section 1.13 or this Section
13.04(b) would, at the time of such assignment, result in amounts payable under
Section 1.10, 2.06 or 4.04 to exceed the respective amounts that would be
payable by the Borrower at such time to the respective assigning Lender under
such Sections in the absence of such assignment, then the Borrower shall not be
obligated to pay such excess amount (although the Borrower, in accordance with
and pursuant to such Sections, shall be obligated to pay any other excess
amounts or increased costs of the type described above resulting after the date
of the respective assignment). Notwithstanding anything to the contrary
contained above, at any time after the termination of the Total Revolving Loan
Commitment and the Total Credit-Linked Commitment, if any Loans or Letters of
Credit remain outstanding, assignments may be made as provided above, except
that the respective assignment shall be of a portion of the outstanding Loans of
the respective Tranche of the respective Lender and its participation in Letters
of Credit and its obligation to make Mandatory Borrowings of the

                                      -133-
<PAGE>

respective Tranche, although any such assignment effected after the termination
of the Total Revolving Loan Commitment and the Total Credit-Linked Commitment
shall not release the assigning Lender from its obligations as a participant
with respect to outstanding Letters of Credit or to fund its share of any
Mandatory Borrowing (although the respective assignee may agree, as between
itself and the respective assigning Lender, that it shall be responsible for
such amounts). Without the consent of the Deposit Bank, the Credit-Linked
Deposit funded by any CL Lender shall not be released in connection with any
assignment of its Credit-Linked Commitment, but shall instead be purchased by
the relevant assignee and continue to be held for application (if not already
applied) pursuant to Section 1.04 or 2.04(c) in respect of such assignee's
obligations under the Credit-Linked Commitment assigned to it.

                (c)     Nothing in this Agreement shall prevent or prohibit any
Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank and,
with prior notification to the Administrative Agent (but without the consent of
the Administrative Agent or the Borrower), any Lender which is a fund may pledge
all or any portion of its Notes or Loans to its trustee or to a collateral agent
or to another creditor providing credit or credit support to such Lender in
support of its obligations to such trustee, such Collateral Agent or a holder
of, or any other representative of a holder of, such obligations, or such other
creditor, as the case may be. No pledge pursuant to this clause (c) shall
release the transferor Lender from any of its obligations hereunder.

                13.05   No Waiver; Remedies Cumulative. No failure or delay on
the part of any Agent or any Lender in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between
any Credit Party and the Administrative Agent, the Collateral Agent or any
Lender shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which the Administrative Agent, the Collateral Agent or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent, the Collateral Agent, or any Lender to any other or
further action in any circumstances without notice or demand.

                13.06   Payments Pro Rata. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of any Credit
Party in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement, distribute such payment to the Lenders
(other than any Lender that has consented in writing to waive its pro rata share
of such payment) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received; provided, however,
in the case of payments made prior to the Final Maturity Date in respect of CL
Loans or of Drawings funded by CL Lenders from Credit-Linked Deposits, the
Administrative Agent shall pay such amounts to the Deposit Bank for deposit in
(and the Deposit Bank agrees to deposit same in) the Credit-Linked Deposit
Account.

                                      -134-
<PAGE>

                (b)     Each of the Lenders agrees that, if it should receive
any amount hereunder (whether by voluntary payment, by realization upon
security, by the exercise of the right of setoff or banker's lien, by
counterclaim or cross action, by the enforcement of any right under the Credit
Documents, or otherwise) which is applicable to the payment of the principal of,
or interest on, the Loans, Unpaid Drawings or Fees, of a sum which with respect
to the related sum or sums received by other Lenders entitled thereto is in a
greater proportion than the total of such Obligation then owed and due to such
Lender bears to the total of such Obligation then owed and due to all of such
Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations of the respective Credit Party to
such Lenders in such amount as shall result in a proportional participation by
all of the Lenders in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

                (c)     Notwithstanding anything to the contrary contained
herein, the provisions of the preceding Sections 13.06(a) and (b) shall be
subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting
Lenders.

                13.07   Calculations; Computations. (a) The financial statements
to be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with U.S. GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders), provided that (i) except as otherwise
specifically provided herein, (A) all computations determining the Applicable
Margins, the Leverage Ratio and compliance with Sections 4, 8.15 and 9,
including in each case definitions used therein, shall, in each case, utilize
United States accounting principles and policies in effect at the time of the
preparation of, and in conformity with those used to prepare, the historical
consolidated audited financial statements of the Borrower delivered to the
Lenders pursuant to Section 7.10(b) for its fiscal year ended December 31, 2003
and (B) the financial results of the Unrestricted Subsidiaries shall be ignored,
(ii) to the extent expressly required pursuant to the provisions of this
Agreement, certain calculations shall be made on a Pro Forma Basis, and (iii)
for purposes of determining compliance with any incurrence or expenditure tests
set forth in Sections 8 and/or 9 (excluding Sections 9.08 and 9.09), any amounts
so incurred or expended (to the extent incurred or expended in a currency other
than Dollars) shall be converted into Dollars on the basis of the exchange rates
(as shown on Reuters ECB page 37 or, if same does not provide such exchange
rates, on such other basis as is reasonably satisfactory to the Administrative
Agent) as in effect on the date of such incurrence or expenditure under any
provision of any such Section that has an aggregate Dollar limitation provided
for therein (and to the extent the respective incurrence or expenditure test
regulates the aggregate amount outstanding at any time and it is expressed in
terms of Dollars, all outstanding amounts originally incurred or spent in
currencies other than Dollars shall be converted into Dollars on the basis of
the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide
such exchange rates, on such other basis as is reasonably satisfactory to the
Administrative Agent) as in effect on the date of any new incurrence or
expenditures made under any provision of any such Section that regulates the
Dollar amount outstanding at any time).

                                      -135-
<PAGE>

                (b)     All computations of interest, Commitment Commission and
other Fees hereunder shall be made on the basis of a year of 360 days (or
365/366 days, in the case of Base Rate Loans the interest rate payable on which
is then based on the Prime Lending Rate) for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest, Commitment Commission or Fees are payable.

                13.08   Governing Law; Submission to Jurisdiction; Venue. (a)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN
CERTAIN OF THE MORTGAGES, 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 or any other Credit Document 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 located within the County of New York and, by execution and
delivery of this Agreement, the Borrower hereby irrevocably accepts for itself
and in respect of its property, generally and unconditionally, the jurisdiction
of the aforesaid courts. The Borrower hereby further irrevocably waives any
claim that any such courts lack personal jurisdiction over the Borrower, and
agrees not to plead or claim, in any legal action or proceeding with respect to
this Agreement or any other Credit Document brought in any of the aforesaid
courts, that any such court lacks personal jurisdiction over the Borrower. The
Borrower further irrevocably consents to the service of process in any such
action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to the Borrower, as the case may be, at its address for
notices pursuant to Section 13.03, such service to become effective 30 days
after such mailing. The Borrower 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 service of process was in any way invalid or ineffective. Nothing
herein shall affect the right of the Administrative Agent, the Collateral Agent,
any Lender or the holder of any Note to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Borrower in any other jurisdiction.

                (b)     THE BORROWER 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.

                13.09   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
complete set of counterparts executed by all the parties hereto shall be lodged
with the Borrower and the Administrative Agent.

                                      -136-
<PAGE>

                13.10   Effectiveness. This Agreement shall become effective on
the date (the "Effective Date") on which (i) the Borrower, the Administrative
Agent, the Deposit Bank and each of the Lenders shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered the
same (including by way of facsimile transmission) to the Administrative Agent at
the Notice Office or, in the case of the Lenders, shall have given to the
Administrative Agent telephonic (confirmed in writing), written or telex notice
(actually received) at such office that the same has been signed and mailed to
it and (ii) the conditions contained in Section 5 are met to the satisfaction of
the Administrative Agent and the Required Lenders. Unless the Administrative
Agent has received actual notice from any Lender that the conditions described
in clause (ii) of the preceding sentence have not been met to its satisfaction,
upon the satisfaction of the condition described in clause (i) of the
immediately preceding sentence and upon the Administrative Agent's good faith
determination that the conditions described in clause (ii) of the immediately
preceding sentence have been met, then the Effective Date shall have deemed to
have occurred. The Administrative Agent will give the Borrower and each Lender
prompt written notice of the occurrence of the Effective Date.

                13.11   Headings Descriptive. The headings of the several
sections and subsections 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.

                13.12   Amendment or Waiver; etc. (a) Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Required Lenders (although additional parties may be added to (and
annexes may be modified to reflect such additions), and Subsidiaries of the
Borrower may be released from, the Subsidiaries Guaranty and the Security
Documents in accordance with the provisions hereof and thereof without the
consent of the other Credit Parties party thereto or the Required Lenders),
provided that no such change, waiver, discharge or termination shall, without
the consent of each Lender (other than a Defaulting Lender) (with Obligations
being directly affected thereby in the case of the following clause (i)), (i)
extend the final scheduled maturity of any Loan or Note or extend the stated
maturity of any Letter of Credit beyond the Final Maturity Date or extend the
duration of any Interest Period for a Eurodollar Loan beyond six months, or
reduce the rate or extend the time of payment of interest (other than as a
result of any waiver of the applicability of any post-default increase in
interest rates) or Fees thereon, or reduce the principal amount thereof (except
to the extent paid in cash) (it being understood that any amendment or
modification to the financial definitions in this Agreement or in Section 13.07
shall not constitute a reduction in any rate of interest or fees for purposes of
this clause (i), notwithstanding the fact that such amendment or modification
actually results in such a reduction), (ii) release all or substantially all of
the Collateral (except as expressly provided in the Credit Documents) under all
the Security Documents, (iii) release all or substantially all of the Subsidiary
Guarantors (except as expressly provided in the Credit Document) under the
Subsidiaries Guaranty, (iv) amend, modify or waive any provision of this Section
13.12(a) (except for technical amendments with respect to additional extensions
of credit pursuant to this Agreement which afford the protections to such
additional extensions of credit of the type provided to the Revolving Loan
Commitments and the Credit-Linked Commitments on the Effective Date), (v) reduce
the percentage specified in the definition of Required Lenders (it being
understood that, with the consent of the Required Lenders, additional extensions
of credit

                                      -137-
<PAGE>

pursuant to this Agreement may be included in the determination of the Required
Lenders on substantially the same basis as the extensions of Revolving Loan
Commitments and Credit-Linked Commitments are included on the Effective Date),
or (vi) consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement; provided, further, that no such
change, waiver, discharge or termination shall (v) increase the Commitments of
any Lender over the amount thereof then in effect without the consent of such
Lender (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction
in the Total Commitment shall not constitute an increase of any Commitment of
any Lender, and that an increase in the available portion of any Commitment of
any Lender shall not constitute an increase in such Commitment of such Lender),
(w) without the consent of each Issuing Lender affected thereby, amend, modify
or waive any provision of Section 2 or alter its rights or obligations with
respect to Letters of Credit, (x) without the consent of the Swingline Lender,
alter its rights or obligations with respect to Swingline Loans, (y) without the
consent of the Administrative Agent and/or the Deposit Bank, amend, modify or
waive any provision of Section 12 as same applies to the Administrative Agent
and/or the Deposit Bank or any other provision as same relates to the rights or
obligations of the Administrative Agent and/or the Deposit Bank, or (z) without
the consent of the Collateral Agent, amend, modify or waive any provision
relating to the rights or obligations of the Collateral Agent.

                (b)     If, in connection with any proposed change, waiver,
discharge or termination of or to any of the provisions of this Agreement as
contemplated by clauses (i) through (vi), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as all non-consenting
Lenders whose individual consent is required are treated as described in either
clause (A) or (B) below, to either (A) replace each such non-consenting Lender
or Lenders (or, at the option of the Borrower if the respective Lender's consent
is required with respect to less than all Tranches of Outstandings (or related
Commitments), to replace only the respective Tranche of Commitments and/or
Outstandings of the respective non-consenting Lender which gave rise to the need
to obtain such Lender's individual consent) with one or more Replacement Lenders
pursuant to Section 1.13 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed change, waiver, discharge or
termination or (B) terminate each such non-consenting Lender's Revolving Loan
Commitment (if such Lender's consent is required as a result of its Revolving
Loan Commitment), and/or Credit-Linked Commitment (if such Lender's consent is
required as a result of its Credit-Linked Commitment), and/or repay outstanding
Obligations of such Lender which gave rise to the need to obtain such Lender's
individual consent, in accordance with Sections 3.02(c) and/or 4.01(b), provided
that, unless the Commitments which are terminated and Loans and other
Obligations which are repaid pursuant to preceding clause (B) are immediately
replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who in
each case must specifically consent thereto), then in the case of any action
pursuant to preceding clause (B), the Required Lenders (determined both (x)
after giving effect to the proposed action and (y) as if the Commitments, Loans
and related Obligations being terminated and/or repaid (and not replaced) were
not outstanding) shall specifically consent thereto, provided, further, that the
Borrowers shall not have the right to replace a Lender, terminate its
Commitments or repay its Loans or other Obligations solely as a result of the
exercise of such

                                      -138-
<PAGE>

Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 13.12(a).

                13.13   Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.07, 13.01 and 13.17,
shall survive the execution and delivery of this Agreement and the making and
repayment of the Loans and the other Obligations.

                13.14   Domicile of Loans and Commitments. Each Lender may
transfer and carry its Loans and/or Commitments at, to or for the account of any
branch office, subsidiary or affiliate of such Lender. Notwithstanding anything
to the contrary contained herein, to the extent that a transfer of Loans
pursuant to this Section 13.14 would, at the time of such transfer, result in
amounts payable under Section 1.10, 1.11, 2.06 or 4.04 to exceed the respective
amounts that would be payable by the Borrower at such time to the respective
Lender under such Sections in the absence of such transfer, then the Borrower
shall not be obligated to pay such excess amount (although the Borrower shall be
obligated to pay any other excess amount or increased costs of the type
described above resulting from changes after the date of the respective
transfer).

                13.15   Confidentiality. (a) Each of the Lenders agrees not to
disclose without the prior consent of the Borrower (other than to its directors,
employees, auditors, counsel or other professional advisors, to affiliates or to
another Lender if the Lender or such Lender's holding or parent company in its
sole discretion determines that any such party should have access to such
information) any non-public information with respect to the Borrower or any of
its Subsidiaries which is now or in the future furnished pursuant to this
Agreement; provided that any Lender may disclose any such information (a) as has
become generally available to the public, (b) as may be required or appropriate
(x) in any report, statement or testimony submitted to any municipal, state,
Federal or foreign regulatory body (including self-regulatory body) having or
claiming to have jurisdiction over such Lender or to the Federal Reserve Board
or the Federal Deposit Insurance Corporation or similar organizations (whether
in the United States or elsewhere) or their successors or (y) in connection with
any request or requirement of any such regulatory body, provided, however, to
the extent practicable under the circumstances, such Lender shall provide the
Borrower with prompt notice of such requested disclosure so that the Borrower
may seek a protective order or other appropriate remedy prior to the time at
which such Lender is otherwise required to make such disclosure, (c) as may be
required or appropriate in response to any summons or subpoena or in connection
with any litigation; provided, however, other than in connection with any
litigation or other proceeding relating to the Transaction, any Credit Document
or otherwise between or among the Borrower or any of its Subsidiaries or its or
their affiliates and/or such Lender, such Lender shall, to the extent
practicable under the circumstances, provide the Borrower with prompt notice of
such requested disclosure so that the Borrower may seek a protective order or
other appropriate remedy prior to the time at which such Lender is otherwise
required to make such disclosure, (d) to comply with any law, order, regulation
or ruling applicable to such Lender; provided, however, to the extent
practicable under the circumstances, such Lender, shall provide the Borrower
with prompt notice of such requested disclosure so that the Borrower may seek a
protective order or other appropriate remedy prior to the time at which such
Lender is otherwise required to make such disclosure, (e) as was already in its
possession prior to its disclosure by the Borrower, (f) to the extent necessary
or advisable in connection with the exercise of a remedy under any Credit
Document, and (g) to any creditor or any prospective transferee or participant
of a Lender in

                                      -139-
<PAGE>

connection with any contemplated transfer or participation of any of the
Obligations or any interest therein by such Lender; provided that such creditor
or prospective transferee or participant agrees to be bound by this Section
13.15 to the same extent as such Lender.

                (b)     The Borrower hereby acknowledges and agrees that each
Lender may share with any of its affiliates or its investment advisors any
information related to the Borrower or any of its Subsidiaries (including,
without limitation, any nonpublic customer information regarding the
creditworthiness of such entities), provided that such Persons shall be subject
to the provisions of this Section 13.15 to the same extent as such Lender and
shall only use such information in connection with matters relating to this
Agreement.

                13.16   Waiver of Jury Trial. 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.

                13.17   Register. The Borrower hereby designates the
Administrative Agent, and the Administrative Agent agrees, to serve as the
Borrower's agent, solely for purposes of this Section 13.17, to maintain a
register at one of its offices in New York, New York (the "Register") on which
it will record the Commitments from time to time of the Lenders, the Loans made
by each of the Lenders and each repayment in respect of the principal amount of
the Loans of each Lender. Failure to make any such recordation, or any error in
such recordation shall not affect the Borrower's obligations in respect of such
Loans. With respect to any Lender, the transfer of any of the Commitments of
such Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitments and/or Loans prior to such recordation all amounts
owing to the transferor with respect to such Commitments and/or Loans shall
remain owing to the transferor. The registration of an assignment or transfer of
all or part of any Commitments and/or Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b). Coincident with the delivery
of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a
Commitment and/or Loan, or as soon thereafter as practicable, the assigning or
transferor Lender shall surrender the Note or Notes evidencing such Commitments
and/or Loans, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Lender and/or
the new Lender. The Borrower agrees to indemnify the Administrative Agent from
and against any and all losses, claims, damages and liabilities of whatsoever
nature that may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section 13.17 (but
excluding any such losses, liabilities, claims, damages or expenses to the
extent incurred by reason of the gross negligence or willful misconduct of the
Administrative Agent (as determined by the court of competent jurisdiction in a
final and non-appealable decision)).

                13.18   Special Provisions Regarding Pledges of Equity Interests
in, and Promissory Notes Owed by, Persons Not Organized in the United States.
The parties hereto

                                      -140-
<PAGE>

acknowledge and agree that the provisions of the Pledge Agreement require that,
among other things, all promissory notes (including, without limitation,
Intercompany Notes) issued by, and Equity Interests in, various Persons owned by
the respective Credit Party be pledged, and delivered for pledge, pursuant to
the Pledge Agreement. The parties hereto further acknowledge and agree that each
Credit Party shall be required to take all actions under the laws of the
jurisdiction in which such Credit Party is organized to create and perfect all
security interests granted pursuant to the Pledge Agreement and to take all
actions under the laws of each jurisdiction within the United States or any
State thereof to perfect the security interests in the Equity Interests of, and
promissory notes (including, without limitation, Intercompany Notes) issued by,
any Person organized under the laws of any such jurisdiction. Except as provided
in the immediately preceding sentence, to the extent that the Pledge Agreement
requires or provides for the pledge of promissory notes (including, without
limitation, Intercompany Notes) issued by, or Equity Interests in, any Person
organized under the laws of a jurisdiction outside of the United States or any
State thereof, it is acknowledged that, as of the Effective Date, no actions
have been required to be taken to perfect, under local law of the jurisdiction
of the Person who issued the respective promissory notes or whose Equity
Interests are pledged, under the Pledge Agreement. The Borrower hereby agrees
that, following any request by the Administrative Agent or the Required Lenders
to do so, the Borrower shall, and shall cause its Subsidiaries to, take such
actions (including, without limitation, the execution of Additional Security
Documents, the making of any filings and the delivery of appropriate legal
opinions) under the local law of any jurisdiction with respect to which such
actions have not already been taken as are determined by the Administrative
Agent or the Required Lenders to be necessary or desirable in order to fully
perfect, preserve or protect the security interests granted pursuant to the
Pledge Agreement under the laws of such jurisdictions. If requested to do so
pursuant to this Section 13.18, all such actions shall be taken in accordance
with the provisions of this Section 13.18 and Section 8.11 and within the time
periods set forth therein. All conditions and representations contained in this
Agreement and the other Credit Documents shall be deemed modified to the extent
necessary to effect the foregoing and so that same are not violated by reason of
the failure to take actions under local law not required to be taken in
accordance with the provisions of this Section 13.18, provided that to the
extent any representation or warranty would not be true because the foregoing
actions were not taken, the respective representation of warranties shall be
required to be true and correct in all material respects at such time as the
respective action is required to be taken in accordance with the foregoing
provisions of this Section 13.18 or pursuant to Section 8.11.

                13.19   Judgment Currency. (a) The Borrower's obligations
hereunder and under the other Credit Documents to make payments in Dollars (or,
in the case of a Letter of Credit denominated in an Alternative Currency, the
Dollar Equivalent thereof) (the "Obligation Currency") shall not be discharged
or satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by any
Agent or the respective Lender of the full amount of the Obligation Currency
expressed to be payable to the such Agent or such Lender under this Agreement or
the other Credit Documents. If for the purpose of obtaining or enforcing
judgment against any Credit Party in any court or in any jurisdiction, it
becomes necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the "Judgment
Currency") an amount due in the Obligation Currency, the conversion shall be
made at the Dollar Equivalent

                                      -141-
<PAGE>

thereof, and, in the case of other currencies, the rate of exchange (as quoted
by the Administrative Agent or if the Administrative Agent does not quote a rate
of exchange on such currency, by a known dealer in such currency designated by
the Administrative Agent) determined, in each case, as of the day on which the
judgment is given (such day being hereinafter referred to as the "Judgment
Currency Conversion Date").

                (b)     If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrower covenants and agrees to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount), as may
be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate or exchange prevailing on the Judgment Currency Conversion
Date.

                For purposes of determining the Dollar Equivalent or any other
rate of exchange for this Section 13.19, such amounts shall include any premium
and costs payable in connection with the purchase of the Obligation Currency.

                13.20   Post Closing Actions. Notwithstanding anything to the
contrary contained in this Agreement or the other Credit Documents, the parties
hereto acknowledge and agree that the Borrower and its Subsidiaries shall be
required to take the actions specified in Schedule X as promptly as practicable,
and in any event within the time periods set forth in Schedule X. The provisions
of Schedule X shall be deemed incorporated by reference herein as fully as if
set forth herein in its entirety. All provisions of this Credit Agreement and
the other Credit Documents (including, without limitation, all conditions
precedent, representations, warranties, covenants, events of default and other
agreements herein and therein) shall be deemed modified to the extent necessary
to effect the foregoing (and to permit the taking of the actions described above
within the time periods required above, rather than as otherwise provided in the
Credit Documents); provided that (x) to the extent any representation and
warranty would not be true because the foregoing actions were not taken on the
Effective Date the respective representation and warranty shall be required to
be true and correct in all material respects at the time the respective action
is taken (or was required to be taken) in accordance with the foregoing
provisions of this Section 13.20 and (y) all representations and warranties
relating to the Security Documents shall be required to be true immediately
after the actions required to be taken by this Section 13.20 have been taken (or
were required to be taken). The acceptance of the benefits of each Credit Event
shall constitute a covenant and agreement by the Borrower to each of the Lenders
that the actions required pursuant to this Section 13.20 will be, or have been,
taken within the relevant time periods referred to in this Section 13.20 and
that, at such time, all representations and warranties contained in this Credit
Agreement and the other Credit Documents shall then be true and correct in all
material respects without any modification pursuant to this Section 13.20. The
parties hereto acknowledge and agree that the failure to take any of the actions
required above, within the relevant time periods required above, shall give rise
to an immediate Event of Default pursuant to this Agreement.

                13.21   USA Patriot Act Notice. Each Lender hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub.: 107-56 (signed into law

                                      -142-
<PAGE>

October 26, 2001)) (the "Patriot Act"), it is required to obtain, verify, and
record information that identifies the Borrower, which information includes the
name of the Borrower and other information that will allow such Lender to
identify the Borrower in accordance with the Patriot Act, and the Borrower
agrees to provide such information from time to time to any Lender.

                  SECTION 14. Collection Allocation Mechanism.

                14.01   Implementation of CAM. (a) On the CAM Exchange Date, (i)
the Commitments shall automatically and without further action be terminated as
provided in Section 10, (ii) unless all outstanding Swingline Loans shall have
been refinanced through a Mandatory Borrowing as provided in Section 1.01(d),
each RL Lender shall immediately be deemed to have acquired (and shall promptly
make payment therefor to the Administrative Agent in accordance with Section
1.01(d)) participations in the Swingline Loans (other than any Swingline Loan in
respect of which RL Lenders have funded their purchase of participations
pursuant to Section 1.01(d)) in an amount equal to such RL Lender's RL
Percentage immediately prior to the CAM Exchange Date of each Swingline Loan
outstanding on such date, and (iii) the Lenders shall automatically and without
further action (and without regard to the provisions of Section 13.04) be deemed
to have exchanged interests in the Loans (other than the Swingline Loans),
Swingline Loans, Unpaid Drawings and undrawn Letters of Credit, such that in
lieu of the interest of each Lender in each Loan, Unpaid Drawings and undrawn
Letter of Credit in which it shall participate as of such date (including such
Lender's interest in the Obligations of each Credit Party in respect of each
such Loan, Unpaid Drawings and undrawn Letter of Credit), such Lender shall hold
an interest in every one of the Loans (other than the Swingline Loans) and a
participation in every one of the Swingline Loans, Unpaid Drawings and undrawn
Letters of Credit (including the Obligations of each Credit Party in respect of
each such Loan and each Reserve Account established pursuant to Section 14.02),
whether or not such Lender shall previously have participated therein, equal to
such Lender's CAM Percentage thereof. Each Lender and each Credit Party hereby
consents and agrees to the CAM Exchange, and each Lender agrees that the CAM
Exchange shall be binding upon its successors and assigns and any Person that
acquires a participation in its interests in any Loan, Unpaid Drawing or Letter
of Credit. Each Credit Party agrees from time to time to execute and deliver to
the Administrative Agent all such Notes and other instruments and documents as
the Administrative Agent shall reasonably request to evidence and confirm the
respective interests of the Lenders after giving effect to the CAM Exchange, and
each Lender agrees to surrender any Notes originally received by it in
connection with its Loans hereunder to the Administrative Agent against delivery
of any Notes evidencing its interests in the Loans so executed and delivered;
provided, however, that the failure of any Credit Party to execute or deliver or
of any Lender to accept any such Note, instrument or document shall not affect
the validity or effectiveness of the CAM Exchange.

                (b)     As a result of the CAM Exchange, upon and after the CAM
Exchange Date, each payment received by the Administrative Agent or the
Collateral Agent pursuant to any Credit Document in respect of the Obligations,
and each distribution made by the Collateral Agent pursuant to any Security
Document in respect of the Obligations, shall be distributed to the Lenders pro
rata in accordance with their respective CAM Percentages. Any direct payment
received by a Lender upon or after the CAM Exchange Date, including by way of
set-off, in respect of an Obligation shall be paid over to the Administrative
Agent for distribution to the Lenders in accordance herewith.

                                      -143-
<PAGE>

                14.02   Letters of Credit. (a) In the event that on the CAM
Exchange Date any RL Letter of Credit shall be outstanding and undrawn in whole
or in part, each RL Lender shall promptly pay over to the Administrative Agent,
in immediately available funds, an amount in Dollars (or, in the case of an RL
Letter of Credit denominated in an Alternative Currency, the Dollar Equivalent
thereof) equal to such Lender's RL Percentage of such undrawn Stated Amount,
together with interest thereon from the CAM Exchange Date to the date on which
such amount shall be paid to the Administrative Agent at the rate that would be
applicable at the time to a Revolving Loan maintained as a Base Rate Loan in a
principal amount equal to such undrawn Stated Amount or Unpaid Drawing, as
applicable. The Administrative Agent shall establish a separate account (each,
an "RL Reserve Account") or accounts for each RL Lender for the amounts received
with respect to each such RL Letter of Credit pursuant to the preceding
sentence. On the CAM Exchange Date, the Administrative Agent shall request the
Deposit Bank to withdraw (and the Deposit Bank agrees to withdraw) all amounts
remaining in the Credit-Linked Deposit Account (after giving effect to
withdrawals therefrom made pursuant to Section 3.02(b)) less the aggregate
amount (if any) equal to all Unpaid Drawings made in respect of CL Letters of
Credit (or the Dollar Equivalent thereof in the case of an Unpaid Drawing
relating to a CL Letter of Credit that was denominated in an Alternative
Currency) not yet funded by application of Credit-Linked Deposits as
contemplated by Section 2.04(c)(ii) and deposit same in a new separate account
maintained with the Administrative Agent (each a "CL Reserve Account" and,
together with the RL Reserve Account, the "Reserve Accounts") or accounts for
each CL Lender. The Administrative Agent shall deposit in each Lender's RL
Reserve Account or CL Reserve Account, as the case may be, such Lender's CAM
Percentage of the amounts received from the RL Lenders or the Credit-Linked
Deposit Account, as the case may be, as provided above. The Administrative Agent
shall have sole dominion and control over each Reserve Account, and the amounts
deposited in each Reserve Account shall be held in such Reserve Account until
withdrawn as provided in Section 14.02(b), (c), (d) or (e). The Administrative
Agent shall maintain records enabling it to determine the amounts paid over to
it and deposited in the Reserve Accounts in respect of each Letter of Credit and
the amounts on deposit in respect of each Letter of Credit attributable to each
Lender's CAM Percentage. The amounts held in each Lender's RL Reserve Account or
CL Reserve Account, as the case may be, shall be held as a reserve against the
RL Letter of Credit Outstandings or CL Letter of Credit Outstandings, as the
case may be, shall be the property of such Lender and shall not constitute Loans
to or give rise to any claim of or against any Credit Party, it being agreed
that the reimbursement obligations in respect of Letters of Credit shall arise
only at such times as Drawings are made thereunder, as provided in Section 2.05.

                (b)     In the event that after the CAM Exchange Date any
Drawing shall be made in respect of a Letter of Credit, the Administrative Agent
shall, at the request of the applicable Issuing Lender, withdraw from the RL
Reserve Account or the CL Reserve Account, as applicable, of each Lender any
amounts, up to the amount of such Lender's CAM Percentage of such drawing or
payment (or the Dollar Equivalent thereof in the case of a Drawing in an
Alternative Currency), deposited in respect of such Letter of Credit and
remaining on deposit and deliver such amounts, to such Issuing Lender in
satisfaction of the reimbursement obligations of the respective Lenders under
Section 2.04(c) (but not of the Borrower under Section 2.05(a)). In the event
that any RL Lender shall default on its obligation to pay over any amount to the
Administrative Agent as provided in this Section 14.02, the applicable Issuing
Lender shall have a claim against such RL Lender to the same extent as if such
RL Lender had defaulted on its

                                      -144-
<PAGE>

obligations under Section 2.04(c), but shall have no claim against any other
Lender in respect of such defaulted amount, notwithstanding the exchange of
interests in the Borrower's reimbursement obligations pursuant to Section 14.01.

                (c)     In the event that after the CAM Exchange Date any Letter
of Credit shall expire undrawn, the Administrative Agent shall withdraw from the
RL Reserve Account or the CL Reserve Account, as applicable, of each Lender the
amount remaining on deposit therein in respect of such Letter of Credit and
distribute such amount to such Lender.

                (d)     With the prior written approval of the Administrative
Agent and the respective Issuing Lender, any Lender may withdraw the amount held
in its RL Reserve Account or CL Reserve Account in respect of the undrawn amount
of any Letter of Credit. Any Lender making such a withdrawal shall be
unconditionally obligated, in the event there shall subsequently be a drawing
under such Letter of Credit, to pay over to the Administrative Agent, for the
account of the respective Issuing Lender on demand, its CAM Percentage of such
drawing or payment (or the Dollar Equivalent thereof in the case of a Drawing in
an Alternative Currency).

                (e)     Pending the withdrawal by any Lender of any amounts from
either of its Reserve Accounts as contemplated by the above clauses of this
Section 14.02, the Administrative Agent will, at the direction of such Lender
and subject to such rules as the Administrative Agent may prescribe for the
avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Lender
that has not withdrawn all of the amounts in its Reserve Accounts as provided in
clause (d) above shall have the right, at intervals reasonably specified by the
Administrative Agent, to withdraw the earnings on investments so made by the
Administrative Agent with amounts remaining in its Reserve Accounts and to
retain such earnings for its own account.

                                     * * * *

                                      -145-
<PAGE>

                IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                       CROMPTON CORPORATION, as Borrower

                                       By: /s/ John R. Jepsen
                                           -------------------------------------
                                           Name:  John R. Jepsen
                                           Title: Vice President and Treasurer

                                       DEUTSCHE BANK AG NEW YORK BRANCH,
                                        Individually and as Administrative Agent

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

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

                                       DEUSTCHE BANK AG, CAYMAN ISLANDS
                                        BRANCH, solely as Deposit Bank

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

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

<PAGE>

                                       SIGNATURE PAGE TO THE CREDIT AGREEMENT
                                       DATED AS OF AUGUST 16, 2004, AMONG
                                       CROMPTON CORPORATION, THE LENDERS FROM
                                       TIME TO TIME PARTY THERETO, DEUTSCHE
                                       BANK AG, CAYMAN ISLANDS BRANCH AS
                                       DEPOSIT BANK, AND DEUTSCHE BANK AG NEW
                                       YORK BRANCH, AS ADMINISTRATIVE AGENT

                                       NAME OF LENDER:

                                       CREDIT SUISSE FIRST BOSTON, ACTING
                                       THROUGH ITS CAYMAN ISLANDS BRANCH

                                       By: /s/ Phillip Ho
                                           -------------------------------------
                                           Name:  Phillip Ho
                                           Title: Director

                                       CITICORP NORTH AMERICA, INC.


                                       By: /s/ Carolyn Sheridan
                                           -------------------------------------
                                           Name:  Carolyn Sheridan
                                           Title: Vice President

                                       BANK OF AMERICA, N.A.

                                       By: /s/ Marwan Isbaih
                                           -------------------------------------
                                           Name:  Marwan Isbaih
                                           Title: Principal

<PAGE>

                                                                      SCHEDULE I
                         LIST OF LENDERS AND COMMITMENTS

                                           Revolving Loan   Credit-Linked
                     Lender                  Commitment       Commitment
      ----------------------------------   --------------   -------------
      Deutsche Bank AG New York Branch     $   30,000,000   $ 100,000,000

      Credit Suisse First Boston, acting   $   30,000,000   $           0
       through its

      Cayman Islands Branch
      Citicorp North America, Inc.         $   30,000,000   $           0

      Bank of America, N.A.                $   30,000,000   $           0
                                           --------------   -------------
                                   TOTAL   $  120,000,000   $ 100,000,000

<PAGE>

                                                                     SCHEDULE II

                                LENDER ADDRESSES

<TABLE>
<CAPTION>
                   LENDER                                       ADDRESS
----------------------------------------------   ---------------------------------------
<S>                                              <C>
Deutsche Bank AG New York Branch                 60 Wall Street
                                                 New York, NY 10005
                                                 Tel: 212-250-6083
                                                 Fax: 212-797-5690
                                                 Attn: Carin Keegan
                                                 e-mail: carin.keegan@db.com

Credit Suisse First Boston, acting through its   Eleven Madison Avenue
Cayman Islands Branch                            New York, NY  10010
                                                 Tel: 212-325-5264
                                                 Fax: 212-538-0391
                                                 Attn: Phillip Ho
                                                 e-mail: phillip.ho@csfb.com

Citicorp North America, Inc.                     Two Penns Way Suite 110
                                                 New Castle, DE 19720
                                                 Tel: 302-894-6089
                                                 Fax: 212-994-0847
                                                 Attn: Carolyn Figueroa
                                                 e-mail: carolyn.figueroa@citigroup.com

Bank of America, N.A.                            For Credit Matters:

                                                 335 Madison Ave
                                                 NY1-503-05-13
                                                 New York, NY 10017
                                                 Tel: 212-503-7992
                                                 Fax: 212-503-7878
                                                 Attn: Marwan Isbaih
                                                 e-mail: marwan.isbaih@bankofamerica.com

                                                 For Borrowing and Repayment Notices:

                                                 1850 Gateway Blvd
                                                 Concord, CA 94520-3282
                                                 Tel: 925-675-8398
                                                 Fax: 888-969-9252
                                                 Attn: Curtis A. Laney
                                                 e-mail: curtis.a.laney@bankofamerica.com
</TABLE>

<PAGE>

                                                                    Schedule III

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
                ISSUING
                LENDER
                UNDER
                CREDIT      LETTER OF                         STATED AMOUNT                                   EXPIRY      STANDBY OR
ISSUER          AGREEMENT   CREDIT NO.  ACCOUNT PARTIES       (US$)               BENEFICIARY                 DATE        TRADE L/C
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>         <C>                   <C>                 <C>                         <C>         <C>
Citicorp USA,   Citicorp    30021286    Crompton Corporation  $   2,219,027.00    California Dept. of Toxic   10/14/2004  Standby
 Inc.           North                                                             Substances Control
                America,
                Inc.
                ("CNAI")

Citicorp USA,   CNAI        30021287    Crompton Corporation  $      46,848.00    Louisiana Dept. of          10/14/2004  Standby
 Inc.                                                                             Environmental Quality

Citicorp USA,   CNAI        30021288    Crompton Corporation  $     113,506.00    Louisiana Dept. of          10/14/2004  Standby
 Inc.                                                                             Environmental Quality

Citicorp USA,   CNAI        30026106    Crompton Corporation  $     341,334.00    Texas Commission on         10/14/2004  Standby
 Inc.                                                                             Environmental Quality
                                                                                  (TCEQ)

Citicorp USA,   CNAI        30026107    Crompton Corporation  $   1,855,231.00    Texas Commission on         10/14/2004  Standby
 Inc.                                                                             Environmental Quality
                                                                                  (TCEQ)

Citicorp USA,   CNAI        30027141    Crompton Corporation  $  15,450,000.00    Old Republic Insurance      10/14/2004  Standby
 Inc.                                                                             Company

Citicorp USA,   CNAI        30027669    Crompton Corporation  $   1,836,122.00    PA. Dept. of Environmental  10/14/2004  Standby
 Inc.                                                                             Protection Bureau of Land
                                                                                  Recycling and Waste Mgmt.

Citicorp USA,   CNAI        30028274    Crompton Corporation  $     250,000.00    State of Vermont - Comm.    9/14/2004   Standby
 Inc.                                                                             of Insurance

Citicorp USA,   CNAI        30028582    Crompton Corporation  $     712,038.00    PA. Dept. of Environmental  11/1/2004   Standby
 Inc.                                                                             Protection Bureau of Land
                                                                                  Recycling and Waste Mgmt.

Citicorp USA,   CNAI        30029224    Crompton Corporation  $     664,453.00    PA. Dept. of Environmental  10/14/2004  Standby
 Inc.                                                                             Protection Bureau of Land
                                                                                  Recycling and Waste Mgmt.
</TABLE>

<PAGE>

                                                                    Schedule III
                                                                          Page 2

<TABLE>
<CAPTION>
                ISSUING
                LENDER
                UNDER
                CREDIT      LETTER OF                         STATED AMOUNT                                   EXPIRY      STANDBY OR
ISSUER          AGREEMENT   CREDIT NO.  ACCOUNT PARTIES       (US$)               BENEFICIARY                 DATE        TRADE L/C
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>         <C>                   <C>                 <C>                         <C>         <C>
Citicorp USA,   CNAI        30029630    Crompton Corporation  $     501,000.00    U.S. Environmental          10/14/2004  Standby
 Inc.                                                                             Protection Agency

Citicorp USA,   CNAI        30031624    Crompton Corporation  $  17,385,390.05(1) Minister of Finance,        10/14/2004  Standby
 Inc.                                                                             Province of Ontario

Citicorp USA,   CNAI        30031905    Crompton Corporation  $     142,500.00    Plastika Kristis S.A.       10/14/2004  Standby
 Inc.

Citicorp USA,   CNAI        30031918    Crompton Corporation  $     187,500.00    Plastika Kristis S.A.       10/14/2004  Standby
 Inc.

Citicorp USA,   CNAI        30031997    Crompton Corporation  $   1,405,000.00    Continental Casualty        10/14/2004  Standby
 Inc.                                                                             Company

Citicorp USA,   CNAI        30032234    Crompton Corporation  $     625,000.00    National Union Fire         10/14/2004  Standby
 Inc.                                                                             Insurance Co.

Citicorp USA,   CNAI        30032472    Crompton Corporation  $   1,300,000.00    Self Insurance              10/14/2004  Standby
 Inc.                                                                             Division - PA.
                                                                                  Bureau of Worker's
                                                                                  Compensation

Citicorp USA,   CNAI        30032531    Crompton Corporation  $     356,500.00    PA. Dept. of Environmental  10/14/2004  Standby
 Inc.                                                                             Protection Bureau of Land
                                                                                  Recycling and Waste Mgmt.

Citicorp USA,   CNAI        30032996    Crompton Corporation  $  10,394,550.26    Morgan Guaranty Trust       10/14/2004  Standby
 Inc.                                                                             Company

Citicorp USA,   CNAI        61601240    Crompton Corporation  $     408,704.00    ACE American Insurance      10/14/2004  Standby
 Inc.
</TABLE>

----------
(1) This Letter of Credit is denominated in Canadian dollars CAN$23,133,000.00.
    Value in US dollars above calculated based on exchange rate of 1.3306 as of
    August 13, 2004.

<PAGE>

                                                                    Schedule III
                                                                          Page 3

<TABLE>
<CAPTION>
                ISSUING
                LENDER
                UNDER
                CREDIT      LETTER OF                         STATED AMOUNT                                   EXPIRY      STANDBY OR
ISSUER          AGREEMENT   CREDIT NO.  ACCOUNT PARTIES       (US$)               BENEFICIARY                 DATE        TRADE L/C
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>         <C>                   <C>                 <C>                         <C>         <C>
Citicorp USA,   CNAI        61604760    Crompton Corporation  $     500,000.00    RLI Surety                  10/14/2004  Standby
 Inc.

Citicorp USA,   CNAI        61607781    Crompton Corporation  $   1,658,531.52    VIP Builders Inc.           10/14/2004  Standby
 Inc.

Citicorp USA,   CNAI        61608400    Crompton Corporation  $     348,168.75    Louisiana Office of         10/14/2004  Standby
 Inc.                                                                             Conservation

Citicorp USA,   CNAI        501942      Uniroyal Chemical     $     833,989.00    National Union Fire         10/14/2004  Standby
 Inc.                                   Company, Inc.                             Insurance Co.

Citicorp USA,   CNAI        30002270    Uniroyal Chemical     $     142,731.65    JPMorgan Trust Company      10/14/2004  Standby
 Inc.                                   Company, Inc.

Citicorp USA,   CNAI        30007163    Uniroyal Chemical     $     150,000.00    U.S. Nuclear Regulatory     10/14/2004  Standby
 Inc.                                   Company, Inc.                             Commission

Citicorp USA,   CNAI        61613822    Crompton Corporation  $     105,700.00    Convermex del Bajio, S.A.   10/14/2004  Standby
 Inc.                                                                             de C.V.

Citicorp USA,   CNAI        61615463    Crompton Corporation  $     390,122.00    Oceaneering International   9/30/2004   Standby
 Inc.                                                                             Inc.

Fleet National  Bank of     MS1089913   Crompton Corporation  $   8,756,165.00    New Jersey Department of    10/15/04    Standby
 Bank           America,                                                          Environmental Protection
                N.A.
                ("BoA")

Fleet National  BoA         MS1121932   Crompton Corporation  $     250,000.00    JPMorgan Chase              10/15/04    Standby
Bank
</TABLE>

<PAGE>

                                                                     SCHEDULE IV

                                 REAL PROPERTIES

Part A: Owned Property

                                                                    MORTGAGED
        ADDRESS                                   DESCRIPTION       PROPERTY
        ---------------------------------------   ---------------   ------------
1.      Highway 225 North                         Plant             No
        Bay Minette, Alabama 36507

2.      74 Amity Road                             Research Center   No
        Bethany, Connecticut 06524

3.      280 Elms Street/Spencer Street            Research Center   No
        Naugatuck, Connecticut 06770

4.      1 Extrusion Drive                         Office, Plant,    Yes
        Pawcatuck, Connecticut 06379              Machine Shop,
                                                  Tech Center
5.      8220 W. Route 24                          Plant             No
        Mapleton, Illinois 61547

6.      Highway 30                                Plant             Yes
        Geismar, Louisiana 70734

7.      Highway 3142                              Plant             Yes
        Taft, Louisiana 70057-0310

8.      1000 Convery Boulevard                    Plant             Yes
        Perth Amboy, New Jersey 08862-1932

9.      36 South Adamsville Road                  Office, Plant,    Yes
        Somerville, New Jersey 08876              Machine Shop

10.     214 W. Ruby Avenue                        Plant             Yes
        Gastonia, North Carolina 28054

11.     100 Sonneborn Lane                        Plant             Yes
        Petrolia, Pennsylvania 16050-0336

12.     1231 Pope Street                          Plant             Yes
        Memphis, Tennessee 38108

13.     710 B. Bussey Road                        Plant             Yes
        Marshall, Texas 75670

<PAGE>

                                                                     Schedule IV
                                                                          Page 2

                                                                    MORTGAGED
        ADDRESS                                   DESCRIPTION       PROPERTY
        ---------------------------------------   ---------------   ------------
14.     1000 Dupont Road                          Plant, Research   Yes
        (Morgantown Industrial Park)              Center
        Morgantown, West Virginia  26501

Part B: Material Leaseholds

15.     199 Benson Road, Middlebury, Connecticut  06749 (Corporate Offices,
        Research Center)

16.     771 Old Saw Mill River Road, Tarrytown, New York 10591 (Research Center)

<PAGE>

                                                                      SCHEDULE V
                                  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          Netherlands
                                        S.r.l.)

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

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 Holdings 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

Crompton Financial Holdings             100% (Witco Ireland              Ireland
                                        Investment Co. Ltd.)
</TABLE>

<PAGE>

                                                                      Schedule V
                                                                          Page 2

<TABLE>
<CAPTION>
                                        PERCENTAGE OWNERSHIP
                                        (DIRECT OWNER IF NOT             JURISDICTION OF   SUBSIDIARY
SUBSIDIARY NAME                         BORROWER)                        ORGANIZATION      GUARANTOR?
-----------------------------------------------------------------------------------------------------
<S>                                     <C>                              <C>               <C>
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

Crompton Specialties Limited            92% (UCCI)                       Thailand
</TABLE>

<PAGE>

                                                                      Schedule V
                                                                          Page 3

<TABLE>
<CAPTION>
                                        PERCENTAGE OWNERSHIP
                                        (DIRECT OWNER IF NOT             JURISDICTION OF   SUBSIDIARY
SUBSIDIARY NAME                         BORROWER)                        ORGANIZATION      GUARANTOR?
-----------------------------------------------------------------------------------------------------
<S>                                     <C>                              <C>               <C>
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>

                                                                      Schedule V
                                                                          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          Yes
 (Delaware)                                                              / Bahamas

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>

                                                                     SCHEDULE VI

                                   INVESTMENTS

1.      Investments in subsidiaries listed on Schedule V hereto.

2.      Investments in the following entities:

<TABLE>
  <S>       <C>                                                              <C>
  (i)       Certis Europe B.V.                                               15% owned by Crompton Holdings B.V.)

  (ii)      Enenco, Incorporated, a New York corporation                     50% owned by Crompton Corporation

  (iii)     Firma W/K Witco EPA, an business association organized under     50% owned by Witco Wanterkecht D.V.
            the laws of the Netherlands

  (iv)      Unimers India Limited, an business association organized under   13% Crompton Co./CIC
            the laws of India

  (v)       NPC Services, Inc., a Louisiana corporation                      12.75% owned by Uniroyal Chemical Company, Inc.
                                                                             ("UCCI")

  (vi)      Rubicon LLC, a Louisiana limited liability company               50% owned by UCCI
</TABLE>

3.      Investments set forth below:

<TABLE>
<CAPTION>
                                                                                                          TRANSACTION
                                                                                                           CURRENCY
                                                                                                         BALANCE AS OF
                   BORROWER                      LENDER                 DESCRIPTION OF TRANSACTION      AUGUST 16, 2004
------------------------------------------------------------------------------------------------------------------------
  <S>       <C>                         <C>                             <C>                              <C>
  (i)       Crompton BV                 Crompton Financial Holdings     Short-term loan receivable       $5,914,932

  (ii)      Crompton Chemical S.r.l.    Crompton Financial Holdings     Short-term loan receivable       $29,605,215

  (iii)     Crompton Co./Cie.           9056-0921 Quebec Inc.           Short-term loan receivable       CAD 5,154,894
                                        (dormant company)

  (iv)      Crompton Co./Cie.           Crompton & Knowles of Canada    Short-term loan receivable       CAD 2,561,854
                                        Limited (dormant company)

  (v)       Crompton Co./Cie.           Crompton Financial Holdings     Short-term loan receivable       $8,055,616

  (vi)      Crompton Co./Cie.           Crompton Financial Holdings     Short-term loan receivable       $34,844,169

  (vii)     Crompton Corporation S.A.   Crompton Financial Holdings     Short-term loan receivable       MXN 57,219,249
            de C.V.

<CAPTION>
                                              USD
                                         BALANCE AS OF
                   BORROWER             AUGUST 16, 2004     DUE DATE
------------------------------------------------------------------------
  <S>       <C>                         <C>                <C>
  (i)       Crompton BV                 $     5,914,932    $5,914,932

  (ii)      Crompton Chemical S.r.l.    $    29,605,215    $29,605,215

  (iii)     Crompton Co./Cie.           $     3,836,916    CAD
                                                           5,154,894

  (iv)      Crompton Co./Cie.           $     1,906,852    CAD
                                                           2,561,854

  (v)       Crompton Co./Cie.           $     8,055,616    $8,055,616

  (vi)      Crompton Co./Cie.           $    34,844,169    on demand

  (vii)     Crompton Corporation S.A.   $     5,012,637    on demand
             de C.V.
</TABLE>

<PAGE>

                                                                     SCHEDULE VI
                                                                          Page 2

<TABLE>
<CAPTION>
                                                                                                          TRANSACTION
                                                                                                           CURRENCY
                                                                                                         BALANCE AS OF
                   BORROWER                      LENDER                 DESCRIPTION OF TRANSACTION      AUGUST 16, 2004
---------------------------------------------------------------------------------------------------------------------------
  <S>       <C>                         <C>                             <C>                              <C>
  (viii)    Crompton Corporation S.A.   Crompton Financial Holdings     Short-term loan receivable       $9,967,081
            de C.V.

  (ix)      Crompton Corporation S.A.   Crompton Financial Holdings     Short-term loan receivable       $57,219,249
            de C.V.

  (x)       Crompton Europe BV          Crompton Financial Holdings     Short-term loan receivable       34,684,454(euro)

  (xi)      Crompton Europe BV          Crompton Financial Holdings     Short-term loan receivable       $127,622,589

  (xii)     Crompton Europe Ltd.        Crompton Financial Holdings     Short-term loan receivable       GBP 1,607,940

  (xiii)    Crompton Europe Ltd.        Witco Corporation UK Ltd.       Short-term loan receivable       GBP 50,000

  (xiv)     Crompton Europe Ltd.        Uniroyal Chemical (Pty) Ltd.    Short-term loan receivable       ZAR 1,263,970
                                        (S. Africa)

  (xv)      Crompton Financial          Crompton B.V.                   Short-term loan receivable       61,630,350(euro)
             Holdings

  (xvi)     Crompton Financial          Crompton Chemical S.r.l.        Short-term loan receivable       9,049,995(euro)
             Holdings

  (xvii)    Crompton Financial          Crompton Co./Cie.               Short-term loan receivable       CAD 5,836,456
             Holdings

  (xviii)   Crompton Financial          Crompton Co./Cie.               Short-term loan receivable       CAD 9,246,745
             Holdings

  (xix)     Crompton Financial          Crompton Espana SL              Short-term loan receivable       2,525,952(euro)
             Holdings

  (xx)      Crompton Financial          Crompton Holdings GmbH          Short-term loan receivable       3,913,794(euro)
             Holdings

  (xxi)     Crompton Financial          Crompton Holdings GmbH          Short-term loan receivable       18,845,672(euro)
             Holdings

  (xxii)    Crompton Financial          Crompton Holdings GmbH          Short-term loan receivable       14,238,630(euro)
             Holdings

  (xxiii)   Crompton Financial          Crompton Holdings GmbH          Short-term loan receivable       1,647,710(euro)
             Holdings

  (xxiv)    Crompton Financial          Crompton Inc (Korea)            Short-term loan receivable       $1,122,069
             Holdings

<CAPTION>
                                              USD
                                         BALANCE AS OF
                   BORROWER             AUGUST 16, 2004     DUE DATE
------------------------------------------------------------------------
  <S>       <C>                          <C>               <C>
  (viii)    Crompton Corporation S.A.    $    9,967,081    on demand
             de C.V.

  (ix)      Crompton Corporation S.A.    $   57,219,249    on demand
             de C.V.

  (x)       Crompton Europe BV           $   41,697,651    on demand

  (xi)      Crompton Europe BV           $  127,622,589    on demand

  (xii)     Crompton Europe Ltd.         $    2,916,322    on demand

  (xiii)    Crompton Europe Ltd.         $       90,700    on demand

  (xiv)     Crompton Europe Ltd.         $      204,493    on demand

  (xv)      Crompton Financial           $   72,546,535    on demand
             Holdings

  (xvi)     Crompton Financial           $   10,879,605    on demand
             Holdings

  (xvii)    Crompton Financial           $    4,389,302    on demand
             Holdings

  (xviii)   Crompton Financial           $    6,954,008    on demand
             Holdings

  (xix)     Crompton Financial           $    3,036,700    on demand
             Holdings

  (xx)      Crompton Financial           $    4,652,760    on demand
             Holdings

  (xxi)     Crompton Financial           $   22,656,267    on demand
             Holdings

  (xxii)    Crompton Financial           $   17,117,681    on demand
             Holdings

  (xxiii)   Crompton Financial           $    1,980,877    on demand
             Holdings

  (xxiv)    Crompton Financial           $    1,122,069    on demand
             Holdings
</TABLE>

<PAGE>

                                                                     SCHEDULE VI
                                                                          Page 3

<TABLE>
<CAPTION>
                                                                                                          TRANSACTION
                                                                                                           CURRENCY
                                                                                                         BALANCE AS OF
                   BORROWER                      LENDER                 DESCRIPTION OF TRANSACTION      AUGUST 16, 2004
---------------------------------------------------------------------------------------------------------------------------
  <S>       <C>                         <C>                             <C>                              <C>
  (xxv)     Crompton Financial          Crompton Inc (Philippines)      Short-term loan receivable       $8,075
             Holdings

  (xxvi)    Crompton Financial          Crompton International Corp     Short-term loan receivable       $7,575,436
             Holdings

  (xxvii)   Crompton Financial          Crompton N.V.                   Short-term loan receivable       12,704,243(euro)
             Holdings

  (xxviii)  Crompton Financial          Crompton S.A. (France)          Short-term loan receivable       14,911,823(euro)
             Holdings

  (xxix)    Crompton Financial          Crompton S.A.                   Short-term loan receivable       119,694,281(euro)
             Holdings

  (xxx)     Crompton Financial          Crompton Services BVBA          Short-term loan receivable       25,488,215(euro)
             Holdings

  (xxxi)    Crompton Financial          Crompton Servicios SA           Short-term loan receivable       MXN 1,502
             Holdings

  (xxxii)   Crompton Financial          Crompton Specialties Asia       Short-term loan receivable       SGD 4,473,302
             Holdings                   Pacific Pte. Ltd.

  (xxxiii)  Crompton Financial          Crompton Specialties Limited    Short-term loan receivable       HKD 89,807,282
             Holdings

  (xxxiv)   Crompton Financial          Crompton Specialties Ltd.       Short-term loan receivable       $309,716
             Holdings

  (xxxv)    Crompton Financial          Crompton Specialties Pte.       Short-term loan receivable       SGD 8,213,283
             Holdings                   Ltd.

  (xxxvi)   Crompton Financial          Crompton Specialties Pty.       Short-term loan receivable       AUD 10,278,834
             Holdings                   Ltd.

  (xxxvii)  Crompton Financial          Crompton Specialties Sdn.       Short-term loan receivable       $3,139,574
             Holdings                   Bhd.

  (xxxviii) Crompton Financial          Davis-Standard - France         Short-term loan receivable       2,168,977(euro)
             Holdings                   S.A.R.L.

  (xxxix)   Crompton Financial          Uniroyal Chemical Taiwan Ltd.   Short-term loan receivable       $3,016,229
             Holdings

  (xl)      Crompton Financial          Witco Corporation U.K.          Short-term loan receivable       GBP 11,341,443
             Holdings                   Limited

  (xli)     Crompton Financial          Witco Investment Holdings BV    Short-term loan receivable       503,777(euro)
             Holdings

<CAPTION>
                                              USD
                                         BALANCE AS OF
                   BORROWER             AUGUST 16, 2004     DUE DATE
------------------------------------------------------------------------
  <S>       <C>                          <C>               <C>
  (xxv)     Crompton Financial           $        8,075    on demand
             Holdings

  (xxvi)    Crompton Financial           $    7,575,436    on demand
             Holdings

  (xxvii)   Crompton Financial           $   15,273,041    on demand
             Holdings

  (xxviii)  Crompton Financial           $   17,926,993    on demand
             Holdings

  (xxix)    Crompton Financial           $  143,907,907    on demand
             Holdings

  (xxx)     Crompton Financial           $   30,641,932    on demand
             Holdings

  (xxxi)    Crompton Financial           $          131    on demand
             Holdings

  (xxxii)   Crompton Financial           $    2,602,118    on demand
             Holdings

  (xxxiii)  Crompton Financial           $   12,427,114    on demand
             Holdings

  (xxxiv)   Crompton Financial           $      309,716    on demand
             Holdings

  (xxxv)    Crompton Financial           $    4,777,664    on demand
             Holdings

  (xxxvi)   Crompton Financial           $    7,226,020    on demand
             Holdings

  (xxxvii)  Crompton Financial           $    3,139,574    on demand
             Holdings

  (xxxviii) Crompton Financial           $    2,607,544    on demand
             Holdings

  (xxxix)   Crompton Financial           $    3,016,229    on demand
             Holdings

  (xl)      Crompton Financial           $   20,569,975    on demand
             Holdings

  (xli)     Crompton Financial           $      605,641    on demand
             Holdings
</TABLE>

<PAGE>

                                                                     SCHEDULE VI
                                                                          Page 4

<TABLE>
<CAPTION>
                                                                                                          TRANSACTION
                                                                                                           CURRENCY
                                                                                                         BALANCE AS OF
                   BORROWER                      LENDER                 DESCRIPTION OF TRANSACTION      AUGUST 16, 2004
---------------------------------------------------------------------------------------------------------------------------
  <S>       <C>                         <C>                             <C>                              <C>
  (xlii)    Crompton GmbH               Crompton Holdings GmbH          Long-term loan receivable        35,663,633(euro)

  (xliii)   Crompton GmbH               Crompton Holdings GmbH          Long-term loan receivable        $8,202,703

  (xliv)    Crompton Holdings GmbH      Crompton Financial Holdings     Short-term loan receivable       $8,202,703

  (xlv)     Crompton Holdings GmbH      Crompton Financial Holdings     Short-term loan receivable       $9,774,092

  (xlvi)    Crompton International      CK Receivable Corp              Short-term loan receivable       270,049(euro)
             Corporation

  (xlvii)   Crompton International      Crompton Investments SAS        Short-term loan receivable       6,056,041(euro)
             Corporation

  (xlviii)  Crompton International      Crompton S.A.                   Short-term loan receivable       CHF 8,454,368
             Corporation

  (xlix)    Crompton International      Crompton S.A.                   Short-term loan receivable       $10,955,598
             Corporation

  (l)       Crompton International      Crompton Technologies BV        Short-term loan receivable       152,222,608(euro)
             Corporation

  (li)      Crompton Ltd.               Crompton Financial Holdings     Short-term loan receivable       JPY 27,494,711

  (lii)     Crompton Limitada           Crompton Financial Holdings     Short-term loan receivable       $144,088

  (liii)    Crompton Limitada           Crompton Financial Holdings     Long-term loan receivable        $12,617,576

  (liv)     Crompton Limitada           Crompton Financial Holdings     Long-term loan receivable        $0

  (lv)      Crompton Limitada           Crompton Financial Holdings     Long-term loan receivable        $0

  (lvi)     Crompton Overseas BV        Crompton BV                     Short-term note                  152,,035,560(euro)

  (lvii)    Crompton Overseas BV        Crompton Investments SAS        Short-term note                  1,833,945(euro)

  (lviii)   Crompton Quimica SACI       Crompton Financial Holdings     Short-term loan receivable       $1,882,414

  (lix)     Crompton Quimica SACI       Crompton Financial Holdings     Short-term loan receivable       $1,265,180

<CAPTION>
                                              USD
                                         BALANCE AS OF
                   BORROWER             AUGUST 16, 2004     DUE DATE
------------------------------------------------------------------------
  <S>       <C>                          <C>               <C>
  (xlii)    Crompton GmbH                $   43,424,040    unspecified

  (xliii)   Crompton GmbH                $    8,202,703    12/31/2005

  (xliv)    Crompton Holdings GmbH       $    8,202,703    on demand

  (xlv)     Crompton Holdings GmbH       $    9,774,092    on demand

  (xlvi)    Crompton International       $      328,812    on demand
            Corporation

  (xlvii)   Crompton International       $    7,280,573    on demand
            Corporation

  (xlviii)  Crompton International       $    6,609,623    on demand
            Corporation

  (xlix)    Crompton International       $   10,955,598    on demand
            Corporation

  (l)       Crompton International       $  183,002,019    on demand
            Corporation

  (li)      Crompton Ltd.                $      246,545    on demand

  (lii)     Crompton Limitada            $      144,088    on demand

  (liii)    Crompton Limitada            $   12,617,576    5/6/2006

  (liv)     Crompton Limitada            $            0    7/31/2004

  (lv)      Crompton Limitada            $            0    7/31/2004

  (lvi)     Crompton Overseas BV         $  182,776,788    on demand

  (lvii)    Crompton Overseas BV         $    2,204,768    on demand

  (lviii)   Crompton Quimica SACI        $    1,882,414    on demand

  (lix)     Crompton Quimica SACI        $    1,265,180    on demand
</TABLE>

<PAGE>

                                                                     SCHEDULE VI
                                                                          Page 5

<TABLE>
<CAPTION>
                                                                                                          TRANSACTION
                                                                                                           CURRENCY
                                                                                                         BALANCE AS OF
                   BORROWER                      LENDER                 DESCRIPTION OF TRANSACTION      AUGUST 16, 2004
---------------------------------------------------------------------------------------------------------------------------
  <S>       <C>                         <C>                             <C>                              <C>
  (lx)      Crompton S.A.               Crompton Financial Holdings     Long-term loan receivable        $14,165,046

  (lxi)     Crompton Services BVBA      Crompton Receivables Corp       Foreign A/R sales agreement      $93,500,000

  (lxii)    Crompton Specialties GmbH   Crompton Holdings GmbH          Long-term loan receivable        16,204,711(euro)

  (lxiii)   Crompton Technologies BV    Crompton International Corp     Short-term loan receivable       $34,329,109

  (lxiv)    Crompton Vinyl Additives    Crompton Holdings GmbH          Long-term loan receivable        $9,774,092
             GmbH

  (lxv)     Davis-Standard - GmbH       Crompton Financial Holdings     Short-term loan receivable       5,502,531(euro)

  (lxvi)    Davis-Standard - UK         Crompton Financial Holdings     Short-term loan receivable       GBP 5,487,839

  (lxvii)   PT Crompton Indonesia       Crompton Financial Holdings     Short-term loan receivable       $421,241

  (lxviii)  Unicorb Limited             Crompton Financial Holdings     Short-term loan receivable       GBP 155,322

  (lxix)    Uniroyal Chemical           Crompton                        Short-term loan receivable       $23,613,564
            Company, Inc.               European Holdings B.V.

  (lxx)     Ruby Park Inc.              Crompton Corporation            Promissory note received as      $452,252
                                                                        consideration on sale of
                                                                        Indianapolis facility

  (lxxi)    Stoney Creek                Crompton Corporation            Promissory note received as      $174,075
                                                                        consideration on sale of
                                                                        Trainer facility

<CAPTION>
                                              USD
                                         BALANCE AS OF
                   BORROWER             AUGUST 16, 2004     DUE DATE
------------------------------------------------------------------------
  <S>       <C>                          <C>               <C>
  (lx)      Crompton S.A.                $   14,165,046    11/26/2007

 (lxi)     Crompton Services BVBA       $   93,500,000    evergreen

  (lxii)    Crompton Specialties GmbH    $   19,730,856    unspecified

  (lxiii)   Crompton Technologies BV     $   34,329,109    on demand

  (lxiv)    Crompton Vinyl Additives     $    9,774,092    unspecified
             GmbH

  (lxv)     Davis-Standard - GmbH        $    6,615,143    on demand

  (lxvi)    Davis-Standard - UK          $    9,953,295    on demand

  (lxvii)   PT Crompton Indonesia        $      421,241    on demand

  (lxviii)  Unicorb Limited              $      281,709    on demand

  (lxix)    Uniroyal Chemical            $   23,613,564    on demand
             Company, Inc.

  (lxx)     Ruby Park Inc.               $      452,252    Earlier of
                                                           Certificate
                                                           of
                                                           Completion
                                                           for
                                                           remediation
                                                           work or
                                                           posting of
                                                           guarantee

  (lxxi)    Stoney Creek                 $      174,075    on demand
</TABLE>

<PAGE>

                                                                    SCHEDULE VII

                         SCHEDULED EXISTING INDEBTEDNESS

                                     PART A

<TABLE>
<CAPTION>
                                                                                                                   TRANSACTION
                                                                                                                   CURRENCY BALANCE
                                                                                                                   AS OF JUNE 30,
BORROWER                             LENDER/TRUSTEE              DESCRIPTION                                       2004(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                                                 <C>
Crompton Corporation                 JPMorganChase               $150 million of 6.875% Debentures due 2026            $127,263,000

Crompton Corporation                 JPMorganChase               $110 million of 7.75% Debentures due 2023             $108,630,750

Crompton Corporation                 JPMorganChase               $10  million of 5.85% Bonds due 2023                    $9,413,000

Crompton Corporation                 Fleet Bank                  $8.5 million Dublin Ohio Industrial Revenue Bond        $8,500,000

Crompton BV and  Crompton Europe BV  ABN AMRO                    EUR 2.5 million credit line for overdrafts and             various
                                                                 bank guarantees

Crompton BV                          Postbank                    EUR 50,000 credit line                                          $0

Crompton Chemical S.r.l.             Banca Nazionale del Lavoro  Loan payable                                          193,086(euro)

Crompton CNCCC Danyang Chemical Co.  Citibank Shanghai branch    Short-term loan payable, maximum $600,000                 $507,427
 Ltd.

Crompton CNCCC Danyang Chemical Co.  Bank of China               A/R factoring credit line, maximum $500,000               $143,416
 Ltd.

Crompton Co./Cie.                    Scotia Bank                 CAD 10 million credit line                                   CAD 0

Crompton Europe Ltd.                 National Westminster        GBP 100,000 credit line                                      GBP 0

Crompton GmbH, Crompton Holdings     Commerzbank                 EUR 2,000,000 credit line                           1,629,865(euro)
 GmbH, Crompton Vinyl Additives
 GmbHand Crompton Specialties GmbH

Crompton Limitada                    Banco Bradesco              $1,594,000 credit line                                    $194,000

Crompton Limitada                    Banco do Brasil             $2,923,000 credit line                                  $1,173,000

Crompton Limitada                    Banco Itau                  $5.08 million credit line                               $1,580,000

Crompton Limitada                    Banco Safra                 $1,459,000 credit line                                  $1,009,000
</TABLE>

----------
(2)  As of the Effective  Date,  except as indicated  herein for  Davis-Standard
     GmBH,  no credit  line or  overdraft  facility  listed  below has a balance
     greater than the stated balance of such credit line or overdraft facility.

<PAGE>

                                                                    SCHEDULE VII
                                                                          Page 2

<TABLE>
<CAPTION>
                                                                                                                   TRANSACTION
                                                                                                                   CURRENCY BALANCE
                                                                                                                   AS OF JUNE 30,
BORROWER                             LENDER/TRUSTEE              DESCRIPTION                                       2004(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                                                  <C>
Crompton Limitada                    Banco Santander             $2,951,000 credit line                                    $301,000

Crompton Limitada                    Citibank                    $587,000 credit line                                      $437,000

Crompton NV (Belgium)                Fortis Bank                 EUR 1.25 million credit line                          250,000(euro)

Crompton S.A. (France)               Societe Generale            EUR 370,000 overdraft facility                        240,906(euro)

Crompton Specialties Ltd.            BOTM Bangkok branch         $2 million credit line                                    $237,000
 (Thailand)

Crompton Specialties Nanjing Co.
 Ltd.                                BOTM Shanghai branch        USD 500,000 line of credit                           CNY 3,400,000

Crompton Specialties Nanjing Co.     Citibank Shanghai branch    USD 300,000 line of credit                           CNY 2,400,000
 Ltd.

Crompton Specialties Pte. Ltd.       HSBC Singapore branch       $1,682,000 line of credit for short-term loans
                                                                 and overdrafts, bank guarantees                        SGD 132,405

Crompton  Srl                        Banca Nazionale del Lavoro  EUR 2,000,000 credit line                                   0(euro)

Crompton  Srl                        Banca Intesa                EUR 1,800,000 credit line                                   0(euro)

Crompton  Srl                        Monte Dei Paschi            EUR 2,580,000 credit line                                   0(euro)

Crompton  Srl                        SanPaolo                    EUR 1,550,000 credit line                                   0(euro)

Crompton  Srl                        Cassa Rurale                EUR 155,000 credit line                                     0(euro)

Davis-Standard GmbH                  Commerzbank                 EUR 3.9 million line of credit (increased as
                                                                 necessary based on agreement with bank)

Nanjing Crompton Shuguang Company
 Ltd.                                Citibank Shanghai branch    $2 million line of credit                               $2,000,000

Uniroyal Chemical Taiwan Ltd.        Shanghai Commercial         TWD 20,000,000 credit line for commercial paper,           $16,109
                                     Savings Bank                guarantees,

Crompton S.A.                        Bouvier                     Capital lease obligation                             CHF 6,853,000

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of GFTO Hotin Sq.                  $50,000
                                                                 Maisat, Damascus Syria

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of GFTO Hotin Sq.                   $2,000
                                                                 Maisat, Damascus Syria

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of GFTO Hotin Sq.                  $10,000
                                                                 Maisat, Damascus Syria
</TABLE>

<PAGE>

                                                                    SCHEDULE VII
                                                                          Page 3

<TABLE>
<CAPTION>
                                                                                                                   TRANSACTION
                                                                                                                   CURRENCY BALANCE
                                                                                                                   AS OF JUNE 30,
BORROWER                             LENDER/TRUSTEE              DESCRIPTION                                       2004(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                                               <C>
Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of Romanian Customs               $103,113
                                                                 (Chemark ROM SRL)

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of GFTO Hotin Sq.                   $6,188
                                                                 Maisat, Damascus Syria

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of GFTO Hotin Sq.                  $43,397
                                                                 Maisat, Damascus Syria

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of Cofny Urad Bratislava  SKK 2,000,000.00

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of Cofny Urad Bratislava    SKK 500,000.00

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of Mitsui OKS Lines B.V.      117,302(euro)

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of Douane District             34,034(euro)
                                                                 Amsterdam

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of Min. van VROM -             20,420(euro)
                                                                 Den Haag

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee in favor of Beldienst - A'dam          113,445(euro)
                                                                 (fisc. vetegenw.)

Crompton Europe B.V.                 ABN AMRO                    Bank guarantee on favor of ASSC - Tehran                    $9,715

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Min. Regione,               24,789(euro)
                                                                 Wallone, Namur, Belgium

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Ministry of                 55,018(euro)
                                                                 Environment, The Hague, The Netherlands

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Customs, Amsterdam,         41,294(euro)
                                                                 The Netherlands

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Ministry of                 27,000(euro)
                                                                 Environment, Waste, Woerden, The Netherlands

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Ministry of                227,798(euro)
                                                                 Environment, Waste, Woerden, The Netherlands

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Ministry of                 61,714(euro)
                                                                 Environment, Waste, Woerden, The Netherlands

Crompton B.V.                        ABN AMRO                    Bank guarantee on favor of Ministry of                 22,916(euro)
                                                                 Environment, Waste, Woerden, The Netherlands

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Ministry of                 79,457(euro)
                                                                 Environment, Waste, Woerden, The Netherlands

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Ministry of                453,780(euro)
                                                                 Environment, The Hague, The Netherlands

Crompton B.V.                        ABN AMRO                    Bank guarantee in favor of Foreign Trade,                  $90,000
                                                                 Damascus, Syria
</TABLE>

<PAGE>

                                                                    SCHEDULE VII
                                                                          Page 4

<TABLE>
<CAPTION>
                                                                                                                   TRANSACTION
                                                                                                                   CURRENCY BALANCE
                                                                                                                   AS OF JUNE 30,
BORROWER                             LENDER/TRUSTEE              DESCRIPTION                                       2004(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                                                 <C>
Crompton Chemical S.r.l.             Banca Nazionale del Lavoro  Bank guarantee in favor of Regione Lazio              103,291(euro)

Crompton Chemical S.r.l.             Banca Nazionale del Lavoro  Bank guarantee in favor of Regione Lazio               29,848(euro)

Crompton Chemical S.r.l.             Banca Nazionale del Lavoro  Bank guarantee in favor of Enel Gas S.p.a.            170,000(euro)

Crompton Chemical S.r.l.             Banca Nazionale del Lavoro  Bank guarantee in favor of Eni Power                  317,270(euro)
                                                                 Trading S.p.a.

Crompton Chemical S.r.l.             Banca Nazionale del Lavoro  Bank guarantee in favor of Customs of Rome             77,468(euro)

Crompton Chemical S.r.l.             RAS                         Bank guarantee in favor of Milan VAT office         2,524,209(euro)
                                                                 (for Crompton S.A.)

Crompton Chemical S.r.l.             RAS                         Bank guarantee in favor of Latina VAT office          124,813(euro)

Crompton Chemical S.r.l.             RAS                         Bank guarantee in favor of Termoli VAT office       2,474,353(euro)

Crompton S.A.                        Banca Nazionale del Lavoro  Bank guarantee in favor of Canton of Geneva,            $6,379,200
                                                                 Dept of Finance

Crompton S.A.                        RAS                         Bank guarantee in favor of Milan VAT office             $5,766,290

Crompton S.A.                        RAS                         Bank guarantee in favor of Milan VAT office               $384,850

Crompton Specialties Ltd.            Bank of Asia/ Siam          Bank guarantees                                            $15,479
                                     Commercial

Uniroyal Chemical Taiwan Ltd.        Shanghai Commercial         Letters of credit                                          $16,109
                                     Savings Bank

Crompton Specialties Pte. Ltd.       HSBC Singapore branch       Bank guarantees                                        SGD 132,405

Crompton Co./Cie.                    Citibank                    Letter of credit                                    CAD 23,133,000

Crompton Limitada                    Banco Citibank              Letter of credit                                          $437,417

Crompton Limitada                    Banco Bradesco              Letter of credit                                          $193,600

Crompton Limitada                    Banco Itau                  Letter of credit                                           $60,337

Crompton Limitada                    Banco Santander             Rural credit guarantee                                    $161,104

Crompton Limitada                    Banco Itau                  Rural credit guarantee                                     $53,704

Crompton Limitada                    Banco Itau                  Rural credit guarantee                                    $844,632

Crompton Limitada                    Banco Itau                  Rural credit guarantee                                    $160,054

Crompton Limitada                    Banco Santander             Rural credit guarantee                                    $139,580

Crompton Limitada                    Banco Safra                 Rural credit guarantee                                  $1,008,767

Crompton Limitada                    Banco Itau                  Rural credit guarantee                                    $322,610

Crompton Limitada                    Banco do Brasil             Vendor guarantee                                           $70,378
</TABLE>

<PAGE>

                                                                    SCHEDULE VII
                                                                          Page 5

<TABLE>
<CAPTION>
                                                                                                                   TRANSACTION
                                                                                                                   CURRENCY BALANCE
                                                                                                                   AS OF JUNE 30,
BORROWER                             LENDER/TRUSTEE              DESCRIPTION                                       2004(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                                                     <C>
Crompton Limitada                    Banco Itau                  Vendor guarantee                                           $31,086

Crompton Limitada                    Banco do Brasil             Vendor guarantee                                           $30,307

Crompton Limitada                    Banco Itau                  Vendor guarantee                                           $47,677

Crompton Limitada                    Banco do Brasil             Vendor guarantee                                            $8,596

Crompton Limitada                    Banco Itau                  Vendor guarantee                                           $23,080

Crompton Limitada                    Banco do Brasil             Vendor guarantee                                          $488,260

Crompton Limitada                    Banco do Brasil             Vendor guarantee                                          $429,155

Crompton Limitada                    Banco Itau                  Export Note                                                $38,290

Crompton Limitada                    Banco do Brasil             Export Note                                                $83,114

Crompton Limitada                    Banco do Brasil             Export Note                                                $32,200

Crompton Limitada                    Banco do Brasil             Export Note                                                $32,545

Crompton Corporation                 CNA Insurance               Surety bond in favor of US Customs Service                 $20,000

Crompton Corporation                 CNA Insurance               Surety bond in favor of US Customs Service                $200,000

Uniroyal Chemical Company            Western Surety Co           Surety bond in favor of US Customs Service                 $50,000

Uniroyal Chemical Company            Western Surety Co           Surety bond in favor of US Customs Service                $500,000

Uniroyal Chemical Company            Western Surety Co           Surety bond in favor of US Customs Service                $400,000

Crompton Corporation                 Western Surety Co           Surety bond in favor of US Customs Service                $200,000

Uniroyal Chemical Export Limited     CNA Insurance               Surety bond in favor of US Customs Service                 $50,000

Witco Corporation                    CNA Insurance               Surety bond in favor of California Dept of                $220,000
                                                                 Industrial Relations

Crompton Corporation                 CNA Insurance               Surety bond in favor of New Jersey Commissioner           $750,000
                                                                 of Labor and Industry

Crompton Corporation                 CNA Insurance               Surety bond in favor of State of Illinois               $1,325,000

Witco Corporation                    CNA Insurance               Surety bond in favor of Connecticut Workers Comp          $250,000

Crompton Corporation                 CNA Insurance               Surety bond in favor of Illinois Central Gulf RR           $50,000

Crompton Corporation                 CNA Insurance               Surety bond in favor of State of Kansas                   $503,000

Witco Corporation                    CNA Insurance               Surety bond in favor of State of Nebraska                 $250,000

CK Witco Corporation                 RLI                         Surety bond in favor of Commonwealth of                    $25,000
                                                                 Pennsylvania

Beke Paschall                        CNA Insurance               Surety bond in favor of Secretary of State of              $10,000
                                                                 Texas

Monochem Inc.                        RLI                         Surety bond in favor of Entergy Louisiana, Inc.            $73,000

Gayle L. Chamis                      CNA Insurance               Surety bond in favor of Governor of the State of           $10,000
                                                                 Texas
</TABLE>

<PAGE>

                                                                    SCHEDULE VII
                                                                          Page 6

<TABLE>
<CAPTION>
                                                                                                                   TRANSACTION
                                                                                                                   CURRENCY BALANCE
                                                                                                                   AS OF JUNE 30,
BORROWER                             LENDER/TRUSTEE              DESCRIPTION                                       2004(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                                                   <C>
Crompton Corporation                 RLI                         Surety bond in favor of State of West Virginia          $1,007,224

Crompton Corporation                 RLI                         Surety bond in favor of State of New Jersey                 $1,000

Crompton Corporation                 RLI                         Surety bond in favor of City of Paterson                    $2,000

Crompton Corporation                 RLI                         Surety bond in favor of State of Tennessee                 $22,500

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Arab             540,000(euro)
                                                                 Medical

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of TP           810,000(euro)
                                                                 Moredijik

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of TP           844,800(euro)
                                                                 Moredijik

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of IKB           19,075(euro)
                                                                 Leasing Polska

Davis Standard Gmbh                  Commerzbank                 Down payment guarantee for benefit of Inplast          60,000(euro)
                                                                 Sp.z.o.o.

Davis Standard Gmbh                  Commerzbank                 Down payment guarantee for benefit of Lindauer         98,310(euro)
                                                                 Dornier

Davis Standard Gmbh                  Commerzbank                 Downpayment guarantee for benefit of Tetra Pak,       134,400(euro)
                                                                 Tomelilla

Davis Standard Gmbh                  Commerzbank                 Downpayment guarantee for benefit of Tetra Pak,       179,200(euro)
                                                                 Tomelilla

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Sifar        240,410(euro)
                                                                 & Cie

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Sifar         11,714(euro)
                                                                 & Cie

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Tetra         88,838(euro)
                                                                 Carton Ambient

Davis Standard Gmbh                  Commerzbank                 Downpayment guarantee for benefit of Lindauer          52,983(euro)
                                                                 Dornier

Davis Standard Gmbh                  Commerzbank                 Downpayment guarantee for benefit of Lindauer         146,073(euro)
                                                                 Dornier

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Finotech         167,040(euro)

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Schoeller         12,500(euro)

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Teich            471,008(euro)

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Alcan        105,560(euro)
                                                                 Packaging Tscheulin

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Lindauer          50,460(euro)
                                                                 Dornier

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Bayer AG          47,560(euro)

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Schoeller         14,500(euro)

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Lindauer          53,940(euro)
                                                                 Dornier

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Lindauer          17,980(euro)
                                                                 Dornier

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Lindauer          44,080(euro)
                                                                 Dornier

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Lindauer          42,340(euro)
                                                                 Dornier
</TABLE>

<PAGE>

                                                                    SCHEDULE VII
                                                                          Page 7

<TABLE>
<CAPTION>
                                                                                                                   TRANSACTION
                                                                                                                   CURRENCY BALANCE
                                                                                                                   AS OF JUNE 30,
BORROWER                             LENDER/TRUSTEE              DESCRIPTION                                       2004(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                                                 <C>
Davis Standard Gmbh                  Commerzbank                 Bid bond for benefit of Shandong Machinery                  $6,600

Davis Standard Gmbh                  Commerzbank                 Bid bond for benefit of Hebei Provincial                   $40,000

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Shandon           $33,000
                                                                 Changlin

Davis Standard Gmbh                  Commerzbank                 Bid security for benefit of JOC International              $76,000

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Hebei             $15,000
                                                                 Metals & Minerals

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Jiangsu          $432,000
                                                                 Overseas Group

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Hebei            $213,000
                                                                 Baoshua Co., Ltd.

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Crown             $82,200
                                                                 Hill/ Foshan

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of                  $195,685
                                                                 Shanghai Secco/ China

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Manuli,          $328,500
                                                                 China

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Foshan           $122,400

Davis Standard Gmbh                  Commerzbank                 Advance payment guarantee for benefit of Zhong            $632,000
                                                                 Shan

Davis Standard Gmbh                  Commerzbank                 Performance security for benefit of Shanghai              $102,992
                                                                 Secco/ China

Davis Standard Gmbh                  Commerzbank                 Performance guarantee for benefit of Hebei                $333,889
                                                                 Baoshua Co., Ltd.

Crompton GmbH                        Commerzbank                 Performance Guarantee with Turkish Petroleum           14,850(euro)

Crompton Holdings GmbH               Commerzbank                 Rent Guarantee with Edith, Schell Ketsch               99,000(euro)

Crompton Holdings GmbH               Commerzbank                 Performance Guarantee with Lease Plan                  20,452(euro)

Crompton Vinyl Additives GmbH        Commerzbank                 Performance Guarantee with Deutsche VerehrsBank       102,258(euro)

Crompton Vinyl Additives GmbH        Commerzbank                 Performance Guarantee with Hauptzollamt                25,000(euro)
                                                                 Darmstadt

Crompton GmbH                        Commerzbank                 Performance Guarantee with Hauptzollamt                15,339(euro)
                                                                 Frankfurt

Crompton GmbH                        Commerzbank                 Performance Guarantee with Hauptzollamt                25,565(euro)
                                                                 Frankfurt

Crompton GmbH                        Commerzbank                 Performance Guarantee with Seirine Materials           26,550(euro)

Crompton Vinyl Additives GmbH        Commerzbank                 Performance Guarantee with Hauptzollamt                76,000(euro)
                                                                 Darmstadt

Crompton GmbH                        Commerzbank                 Performance Guarantee with Nizhnekamskneftekjim        43,452(euro)
                                                                 Russia

Crompton Vinyl Additives GmbH        Commerzbank                 Various borrowings under EUR2,000,000 credit        1,181,400(euro)
                                                                 line with Commerzbank

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                     MXN 206,185
                                     de CV
</TABLE>

<PAGE>

                                                                    SCHEDULE VII
                                                                          Page 8

<TABLE>
<CAPTION>
                                                                                                                   TRANSACTION
                                                                                                                   CURRENCY BALANCE
                                                                                                                   AS OF JUNE 30,
BORROWER                             LENDER/TRUSTEE              DESCRIPTION                                       2004(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                                                    <C>
Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                     MXN 213,000
                                     de CV

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                        $735,190
                                     de CV

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                         $19,890
                                     de CV

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                      MXN 56,160
                                     de CV

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                     MXN 187,500
                                     de CV

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                     MXN 200,880
                                     de CV

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                     MXN 266,000
                                     de CV

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                        $115,700
                                     de CV

Crompton Corporation, SA de CV       Afianzadora Insurgentes SA  Performance bond in favor of PEMEX                         $30,560
</TABLE>

                                     PART B

(1)  See indebtedness listed as items 2(i)-(lxix) on Schedule VI.

<PAGE>

                                                                   SCHEDULE VIII

                                    INSURANCE

<TABLE>
<CAPTION>
INSURANCE PROVIDER          DESCRIPTION      AMOUNT INSURED            DEDUCTIBLE
----------------------------------------------------------------------------------------------
<S>                         <C>              <C>                       <C>
Various - including:        Property         $150MM  (Primary);        $250,000 standard
Amer. Int'l Group,                           $200MM (1st Excess);      except higher
FMGlobal, Arch,                              $650MM xs $350MM          deductibles (up to
AWAC,Scor Re, Liberty                        (2nd Excess)              $3,000,000) at
Int'l, Allianz                                                         specific locations.

Various - National Union,   Directors &      $50MM                     $1,000,000 Corp.
Gulf, C N A,                Officers                                   Reimb. $1,500,000
XL-ECU.                     Liability                                  Corp. Reimb. - Entity
                                                                       Security Claims

Chubb (Federal Ins.Co)      Fiduciary &      Crime: $10MM              $200,000
                            Crime            Fiduciary: $15MM          $250,000
                                             Spec. Crime: $10MM        Nil

MOAC - C N A and            Marine           $10MM                     Nil
Navigators Ins. Co          Charterers       $10MM                     $25,000
                            Liability

ACE Ins. Co                 International    $5MM/5MM General          $500,000 per
                            Liability        and Products Liability;   occurrence
                                             $5,000,000 Employers
                                             Liability

Old Republic Ins. Co        Workers          WC = Statutory; EL =      $750,000
                            Compensation     $2MM/$2MM/$2MM
                            Auto Liability   $3MM CSL                  $500,000
                            General          $1MM/ Occ. -              $400,000
                            Liability        Matching deductible

Old Repub Ins. Co. and      Pollution        As required - a) NJ, LA   a) Matching ded
Amer Int'l Spec Ins.        Liability        b) Marshall, TX -         b) $50,000 ded
                                             $8MM

Various layers:             Excess           $100MM total - each       Underlying insurance
1.)AIG                      Liability        layer is $25,000,000
2.)Allied World Ins.
3.)Zurich
4.)Arch Specialty Ins. Co
</TABLE>

<PAGE>

                                                                     SCHEDULE IX
                                 EXISTING LIENS

1.      Cash deposit collateralizing on demand L/Cs and guarantees in an amount
        as of June 30, 2004 of 2,000,000 Euros (US$2,435,200), by Commerzbank,
        as borrower, and Crompton Holdings GmbH, as Lender.

2.      Federal tax liens on file against Crompton Corporation in the Secretary
        of State of the State of Connecticut and the Secretary of State of the
        State of New York for back-taxes in the amount of $27,946.19. The
        Borrower is investigating these obligations.

<PAGE>

                                                                      SCHEDULE X
                              POST-CLOSING ACTIONS

            TIME PERIOD                                 ACTION
--------------------------------------------------------------------------------
Not later than August 23, 2004, or      The Borrower shall have satisfied all
such other date as may be agreed        remaining requirements for the issuance
to by the Administrative Agent, in      of all title policies by First American
its sole discretion                     Title Insurance Company with respect to
                                        the Mortgaged Properties other than the
                                        Mortgaged Property located at 100
                                        Sonneborn Lane, Petrolia, Pennsylvania.

Not later than August 30, 2004, or      The Borrower shall have delivered to the
such other date as may be agreed        Administrative Agent a revised copy of
to by the Administrative Agent, in      Schedule IV to the Credit Agreement,
its sole discretion                     which shall include all foreign Real
                                        Property owned by the Credit Parties (if
                                        any), and all foreign material
                                        Leaseholds leased by the Credit Parties
                                        (if any), in each case as of the
                                        Effective Date.

Not later than August 30, 2004, or      The Borrower shall have delivered to the
such other date as may be agreed        Administrative Agent a copy of the
to by the Administrative Agent, in      executed agreement pursuant to which
its sole discretion                     Uniroyal Chemical Company, Inc. ("UCCI")
                                        acquired 12.75% of the Equity Interests
                                        of NPC Services, Inc. and upon the
                                        request of the Administrative Agent,
                                        shall cause UCCI to use its best efforts
                                        to obtain and deliver to the
                                        Administrative Agent a Certificated
                                        Security properly evidencing such Equity
                                        Interests.

Not later than September 6, 2004,       The Borrower shall have delivered to the
or such other date as may be            Administrative Agent certified copies of
agreed to by the Administrative         Requests for Information or Copies (Form
Agent, in its sole discretion           UCC-11), or equivalent reports, for each
                                        of the Credit Parties listed below in
                                        the jurisdiction listed below such
                                        Credit Party's name below (to the extent
                                        UCC searches on general filing
                                        collateral can be obtained at the local
                                        level in such jurisdictions) and shall
                                        promptly thereafter deliver to the
                                        Administrative Agent such UCC-3
                                        termination statements as the
                                        Administrative Agent may reasonably
                                        request:

                                               Crompton Corporation and Crompton
                                               Manufacturing (a tradename of
                                               Uniroyal Chemical Company, Inc.,
                                               a New Jersey corporation):

                                                  -Orange County, Florida
                                                  -Polk County, Florida
                                                  -Clacoma County, Mississippi

                                               Crompton Manufacturing (a
                                               tradename of Uniroyal Chemical
                                               Company, Inc., a New Jersey
                                               corporation):

                                                  -Secretary of State, Florida
                                                  -Lee County, Mississippi

<PAGE>

                                                                      Schedule X
                                                                          Page 2

Not later than September 15, 2004,      The Borrower shall have caused First
or such other date as may be            American Title Insurance Company to
agreed to by the Administrative         issue to the Administrative Agent a
Agent, in its sole discretion           complete title commitment for the
                                        Mortgaged Property located at 100
                                        Sonneborn Lane, Petrolia, Pennsylvania.

Not later than September 30, 2004,      The Borrower shall have caused Crompton
or such other date as may be            European Holdings B.V. to have duly
agreed to by the Administrative         authorized, executed and delivered to
Agent, in its sole discretion           the Administrative Agent a counterpart
                                        of the Intercompany Subordination
                                        Agreement.

Not later than October 1, 2004, or      The Borrower shall have taken such
such other date as may be agreed        actions as may be necessary to terminate
to by the Administrative Agent, in      or satisfy the tax Liens listed as item
its sole discretion                     2 on Schedule IX to the Credit
                                        Agreement.

Not later than October 1, 2004, or      The Borrower shall have caused UCCI to
such other date as may be agreed        have delivered to the Collateral Agent
to by the Administrative Agent, in      Certificated Securities representing the
its sole discretion                     Equity Interests held by UCCI in the
                                        Persons listed below (but (x) only to
                                        the extent such Persons issue
                                        Certificated Securities to evidence such
                                        Person's respective Equity Interests,
                                        and (y) in the case of (i) any such
                                        Person that is not a Subsidiary of the
                                        Borrower and (ii) Davis-Standard France
                                        S.A.R.L., to the extent that UCCI is not
                                        prohibited from delivering such
                                        Certificated Securities pursuant to an
                                        agreement between UCCI and any other
                                        Person holding Equity Interests in such
                                        Person):

                                              (i)   Crompton Specialties
                                                    Limited;
                                              (ii)  Crompton Chemical (Pty)
                                                    Limited;
                                              (iii) Uniroyal Chemical S.A.;
                                              (iv)  Crompton Holding S.A. de
                                                    C.V.;
                                              (v)   Crompton Quimica S.A.C.I.;
                                              (vi)  Davis-Standard France
                                                    S.A.R.L.; and
                                              (vii) Uniroyal Chemical Taiwan
                                                    Limited.

Not later than November 16, 2004,       The Borrower shall have delivered to the
or such other date as may be            Administrative Agent evidence of an
agreed to by the Administrative         agreement by the Industrial Development
Agent, in its sole discretion.          Board of the City of Memphis and County
                                        of Shelby, Tennessee to subject their
                                        fee interest in the Mortgaged Property
                                        located at 1231 Pope Street, Memphis,
                                        Tennessee to the Deed of Trust,
                                        Assignment of Leases, Rents and Profits
                                        and Financing Statement in connection
                                        with said Real Property.

Not later than December 31, 2004,       The Borrower shall have delivered to the
or such other date as may be            Collateral Agent Certificated Securities
agreed to by the Administrative         representing the Equity Interests held
Agent, in its sole discretion           by the Borrower in Eneco Incorporated,
                                        if any.

<PAGE>

                                                                     SCHEDULE XI
                                   TAX MATTERS

1.      Crompton's Canadian subsidiary is currently engaged in litigation with
        the Canadian Federal and Provincial tax authorities relating to a tax
        controversy involving taxes of approximately CAN$35,000,000 plus
        interest (through the end of 2004) estimated to be approximately
        CAN$39,000,000. To date, payments of CAN$21,500,000 have been made with
        respect to this tax controversy, which payments are subject to refund,
        depending upon the ultimate resolution of the case. We believe that the
        tax reserves of approximately CAN$32,000,000 which have been established
        by Crompton Corporation with respect to this matter are adequate to
        cover our exposure related to this controversy.