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                                                                   EXHIBIT 10.49

                              SUBSIDIARIES GUARANTY

                SUBSIDIARIES GUARANTY (as amended, restated, modified and/or
supplemented from time to time, this "Guaranty"), dated as of August 16, 2004,
made by and among each of the undersigned guarantors (each, a "Guarantor" and,
together with any other entity that becomes a guarantor hereunder pursuant to
Section 22 hereof, collectively, the "Guarantors") in favor of Deutsche Bank AG
New York Branch, as administrative agent (together with any successor
administrative agent, the "Administrative Agent"), for the benefit of the
Secured Creditors (as defined below). Except as otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement (as defined
below) shall be used herein as therein defined.

                              W I T N E S S E T H :

                WHEREAS, Crompton Corporation, a Delaware corporation (the
Borrower"), the lenders from time to time party thereto (the "Lenders"),
Deutsche Bank AG, Cayman Islands Branch, as Deposit Bank, and the Administrative
Agent have entered into a Credit Agreement, dated as of August 16, 2004 (as
amended, restated, modified and/or supplemented from time to time, the "Credit
Agreement"), providing for the making of Loans to, and the issuance of, and
participation in, Letters of Credit for the account of, the Borrower all as
contemplated therein (the Lenders, each Issuing Lender, the Administrative Agent
and the Collateral Agent are herein called the "Lender Creditors");

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

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

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Priority Credit Document Obligations as hereinafter provided (each such
agreement or arrangement, an "Additional Secured Agreement");

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

                WHEREAS, each Guarantor is a direct or indirect Domestic
Subsidiary of the Borrower;

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

                WHEREAS, each Guarantor will obtain benefits from the incurrence
of Loans by the Borrower and the issuance of, and participation in, Letters of
Credit for the account of the Borrower under the Credit Agreement, the entering
into by the Borrower and/or one or more Guarantors of Interest Rate Protection
Agreements or Other Hedging Agreements and the entering into by the Borrower
and/or one or more Guarantors of Additional Secured Agreements and, accordingly,
desires to execute this Guaranty in order to satisfy the condition described in
the preceding paragraph and to induce the Lenders to make Loans to the Borrower
and issue, and/or participate in, Letters of Credit for the account of the
Borrower, the Hedging Creditors to enter into Interest Rate Protection
Agreements or Other Hedging Agreements with the Borrower and/or one or more
Guarantors and the Additional Secured Creditors to enter into Additional Secured
Agreements with the Borrower and/or one or more Guarantors;

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

                1. GUARANTY. (a) Each Guarantor, jointly and severally,
irrevocably, absolutely and unconditionally guarantees as a primary obligor and
not merely as surety:

                (i)     to the Lender Creditors the full and prompt payment when
        due (whether at the stated maturity, by required prepayment,
        declaration, acceleration, demand or otherwise) of (x) the principal of,
        premium, if any, and interest on the Notes issued by, and the Loans made
        to, the Borrower under the Credit Agreement, and all reimbursement
        obligations and Unpaid Drawings with respect to Letters of Credit and
        (y) all other obligations (including, without limitation, obligations
        which, but for the automatic stay under Section 362(a) of the Bankruptcy
        Code, would become due), liabilities and indebtedness owing by the
        Borrower to the Lender Creditors under the Credit Agreement

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        and each other Credit Document to which the Borrower is a party
        (including, without limitation, indemnities, Fees and interest thereon
        (including, without limitation, any interest accruing after the
        commencement of any bankruptcy, insolvency, receivership or similar
        proceeding at the rate provided for in the Credit Agreement, whether or
        not such interest is an allowed claim in any such proceeding)), whether
        now existing or hereafter incurred under, arising out of or in
        connection with the Credit Agreement and any such other Credit Document
        and the due performance and compliance by the Borrower with all of the
        terms, conditions, covenants and agreements contained in all such Credit
        Documents (all such principal, premium, interest, liabilities,
        indebtedness and obligations under this clause (i), except to the extent
        consisting of obligations or liabilities with respect to Interest Rate
        Protection Agreements or Other Hedging Agreements, being herein
        collectively called the "Credit Document Obligations");

                (ii)    to each Hedging Creditor the full and prompt payment
        when due (whether at the stated maturity, by required prepayment,
        declaration, acceleration, demand or otherwise) of all obligations
        (including, without limitation, obligations which, but for the automatic
        stay under Section 362(a) of the Bankruptcy Code, would become due),
        liabilities and indebtedness (including, without limitation, any
        interest accruing after the commencement of any bankruptcy, insolvency,
        receivership or similar proceeding at the rate provided for in the
        respective Interest Rate Protection Agreements or Other Hedging
        Agreements, whether or not such interest is an allowed claim in any such
        proceeding) owing by the Borrower and/or any other Guaranteed Party
        under any Interest Rate Protection Agreement and any Other Hedging
        Agreement to which it is a party, whether now in existence or hereafter
        arising, and the due performance and compliance by the Borrower and each
        such other Guaranteed Party with all of the terms, conditions, covenants
        and agreements contained therein (all such obligations, liabilities and
        indebtedness being herein collectively called the "Hedging
        Obligations"); and

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

it being acknowledged and agreed that the "Guaranteed Obligations" shall include
extensions of credit of the types described above, whether outstanding on the
date of this Agreement or

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extended from time to time after the date of this Agreement; provided that,
notwithstanding anything to the contrary contained herein, (x) obligations,
liabilities and indebtedness which would otherwise constitute Additional Secured
Obligations as defined in the preceding clause (iii) shall not constitute
"Guaranteed Obligations" for purposes of this Guaranty or be secured pursuant to
any of the Security Documents unless the Borrower shall have delivered to the to
the Collateral Agent a Notice of Security Entitlement (as defined in the
Security Agreement) pursuant to, and in accordance with the terms of, the
Security Agreement and (y) the Additional Secured Creditors, by accepting the
benefits of this Guaranty and the Security Documents, hereby expressly
acknowledge and agree that the aggregate amount that they shall be entitled to
receive from the exercise of remedies in respect of (and the aggregate amount of
Additional Secured Obligations to be secured by) the Collateral under all of the
Security Documents will not exceed $30,000,000 in the aggregate.

As used herein, the term "Guaranteed Party" shall mean the Borrower and each
Guarantor party to any Interest Rate Protection Agreement or Other Hedging
Agreement with a Hedging Creditor or any Additional Secured Agreement with an
Additional Secured Creditor. Each Guarantor understands, agrees and confirms
that the Secured Creditors may enforce this Guaranty up to the full amount of
the Guaranteed Obligations against such Guarantor without proceeding against any
other Guarantor, the Borrower or any other Guaranteed Party, or against any
security for the Guaranteed Obligations, or under any other guaranty covering
all or a portion of the Guaranteed Obligations. This Guaranty is a guaranty of
prompt payment and performance and not of collection.

                (b)     Additionally, each Guarantor, jointly and severally,
unconditionally, absolutely and irrevocably, guarantees the payment of any and
all Guaranteed Obligations whether or not due or payable by the Borrower or any
other Guaranteed Party upon the occurrence in respect of the Borrower or any
other Guaranteed Party of any of the events specified in Section 10.05 of the
Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and
severally, promises to pay such Guaranteed Obligations to the Secured Creditors,
or order, on demand.

                2. LIABILITY OF GUARANTORS ABSOLUTE. The liability of each
Guarantor hereunder is primary, absolute, joint and several, and unconditional
and is exclusive and independent of any security for or other guaranty of the
indebtedness of the Borrower or any other Guaranteed Party whether executed by
such Guarantor, any other Guarantor, any other guarantor or by any other party,
and the liability of each Guarantor hereunder shall not be affected or impaired
by any circumstance or occurrence whatsoever, including, without limitation: (a)
any direction as to application of payment by the Borrower, any other Guaranteed
Party or any other party, (b) any other continuing or other guaranty,
undertaking or maximum liability of a Guarantor or of any other party as to the
Guaranteed Obligations, (c) any payment on or in reduction of any such other
guaranty or undertaking, (d) any dissolution, termination or increase, decrease
or change in personnel by the Borrower or any other Guaranteed Party, (e) the
failure of the Guarantor to receive any benefit from or as a result of its
execution, delivery and performance of this Guaranty, (f) any payment made to
any Secured Creditor on the indebtedness which any Secured Creditor repays the
Borrower or any other Guaranteed Party pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other

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debtor relief proceeding, and each Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding, (g)
any action or inaction by the Secured Creditors as contemplated in Section 5
hereof or (h) any invalidity, rescission, irregularity or unenforceability of
all or any part of the Guaranteed Obligations or of any security therefor.

                3. OBLIGATIONS OF GUARANTORS INDEPENDENT. The obligations of
each Guarantor hereunder are independent of the obligations of any other
Guarantor, any other guarantor, the Borrower or any other Guaranteed Party, and
a separate action or actions may be brought and prosecuted against each
Guarantor whether or not action is brought against any other Guarantor, any
other guarantor, the Borrower or any other Guaranteed Party and whether or not
any other Guarantor, any other guarantor, the Borrower or any other Guaranteed
Party be joined in any such action or actions. Each Guarantor waives (to the
fullest extent permitted by applicable law) the benefits of any statute of
limitations affecting its liability hereunder or the enforcement thereof. Any
payment by the Borrower or any other Guaranteed Party or other circumstance
which operates to toll any statute of limitations as to the Borrower or such
other Guaranteed Party shall operate to toll the statute of limitations as to
each Guarantor.

                4. WAIVERS BY GUARANTORS. (a) Each Guarantor hereby waives (to
the fullest extent permitted by applicable law) notice of acceptance of this
Guaranty and notice of the existence, creation or incurrence of any new or
additional liability to which it may apply, and waives promptness, diligence,
presentment, demand of payment, demand for performance, protest, notice of
dishonor or nonpayment of any such liabilities, suit or taking of other action
by the Administrative Agent or any other Secured Creditor against, and any other
notice to, any party liable thereon (including such Guarantor, any other
Guarantor, any other guarantor, the Borrower or any other Guaranteed Party) and
each Guarantor further hereby waives any and all notice of the creation,
renewal, extension or accrual of any of the Guaranteed Obligations and notice or
proof of reliance by any Secured Creditor upon this Guaranty, and the Guaranteed
Obligations shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended, modified, supplemented or waived, in
reliance upon this Guaranty.

                (b)     Each Guarantor waives any right to require the Secured
Creditors to: (i) proceed against the Borrower, any other Guaranteed Party, any
other Guarantor, any other guarantor of the Guaranteed Obligations or any other
party; (ii) proceed against or exhaust any security held from the Borrower, any
other Guaranteed Party, any other Guarantor, any other guarantor of the
Guaranteed Obligations or any other party; or (iii) pursue any other remedy in
the Secured Creditors' power whatsoever. Each Guarantor waives any defense based
on or arising out of any defense of the Borrower, any other Guaranteed Party,
any other Guarantor, any other guarantor of the Guaranteed Obligations or any
other party other than payment in full in cash of the Guaranteed Obligations,
including, without limitation, any defense based on or arising out of the
disability of the Borrower, any other Guaranteed Party, any other Guarantor, any
other guarantor of the Guaranteed Obligations or any other party, or the
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Borrower or any
other Guaranteed Party other than payment in full in cash of the Guaranteed
Obligations. The Secured Creditors may, at their election, foreclose on any
collateral serving as security held by the Administrative Agent, the Collateral
Agent or the other

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Secured Creditors by one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable (to the extent such
sale is permitted by applicable law), or exercise any other right or remedy the
Secured Creditors may have against the Borrower, any other Guaranteed Party or
any other party, or any security, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Guaranteed
Obligations have been paid in full in cash. Each Guarantor waives any defense
arising out of any such election by the Secured Creditors, even though such
election operates to impair or extinguish any right of reimbursement,
contribution, indemnification or subrogation or other right or remedy of such
Guarantor against the Borrower, any other Guaranteed Party, any other guarantor
of the Guaranteed Obligations or any other party or any security.

                (c)     Each Guarantor has knowledge and assumes all
responsibility for being and keeping itself informed of the Borrower's, each
other Guaranteed Party's and each other Guarantor's financial condition, affairs
and assets, and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligations and the nature, scope and extent of the risks
which such Guarantor assumes and incurs hereunder, and has adequate means to
obtain from the Borrower, each other Guaranteed Party and each other Guarantor
on an ongoing basis information relating thereto and the Borrower's, each other
Guaranteed Party's and each other Guarantor's ability to pay and perform its
respective Guaranteed Obligations, and agrees to assume the responsibility for
keeping, and to keep, so informed for so long as this Guaranty is in effect.
Each Guarantor acknowledges and agrees that (x) the Secured Creditors shall have
no obligation to investigate the financial condition or affairs of the Borrower,
any other Guaranteed Party or any other Guarantor for the benefit of such
Guarantor nor to advise such Guarantor of any fact respecting, or any change in,
the financial condition, assets or affairs of the Borrower, any other Guaranteed
Party or any other Guarantor that might become known to any Secured Creditor at
any time, whether or not such Secured Creditor knows or believes or has reason
to know or believe that any such fact or change is unknown to such Guarantor, or
might (or does) increase the risk of such Guarantor as guarantor hereunder, or
might (or would) affect the willingness of such Guarantor to continue as a
guarantor of the Guaranteed Obligations hereunder and (y) the Secured Creditors
shall have no duty to advise any Guarantor of information known to them
regarding any of the aforementioned circumstances or risks.

                (d)     Each Guarantor hereby acknowledges and affirms that it
understands that to the extent the Guaranteed Obligations are secured by Real
Property located in the State of California, such Guarantor shall be liable for
the full amount of the liability hereunder notwithstanding foreclosure on such
Real Property by trustee sale or any other reason impairing such Guarantor's or
any Secured Creditors' right to proceed against any Borrower, any other
Guaranteed Party or any other guarantor of the Guaranteed Obligations.

                (e)     Each Guarantor hereby waives (to the fullest extent
permitted by applicable law) all rights and benefits under Section 580a, 580b,
580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby
further waives (to the fullest extent permitted by applicable law), without
limiting the generality of the foregoing or any other provision hereof, all
rights and benefits which might otherwise be available to such Guarantor under
Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and
3433 of the California Civil Code.

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                (f)     Until the Guaranteed Obligations have been paid in full
in cash, each Guarantor waives its rights of subrogation and reimbursement and
any other rights and defenses available to such Guarantor by reason of Sections
2787 to 2855, inclusive, of the California Civil Code, including, without
limitation, (1) any defenses such Guarantor may have to this Guaranty by reason
of an election of remedies by the Secured Creditors and (2) any rights or
defenses such Guarantor may have by reason of protection afforded to any
Borrower or any other Guaranteed Party pursuant to the antideficiency or other
laws of California limiting or discharging such Borrower's or such other
Guaranteed Party's indebtedness, including, without limitation, Section 580a,
580b, 580d or 726 of the California Code of Civil Procedure. In furtherance of
such provisions, each Guarantor hereby waives all rights and defenses arising
out of an election of remedies by the Secured Creditors, even though that
election of remedies, such as a nonjudicial foreclosure, destroys such
Guarantor's rights of subrogation and reimbursement against any Borrower or any
other Guaranteed Party by the operation of Section 580d of the California Code
of Civil Procedure or otherwise.

                (g)     Each Guarantor hereby acknowledges and agrees that no
Secured Creditor nor any other Person shall be under any obligation (a) to
marshal any assets in favor of the Guarantor or in payment of any or all of the
liabilities of any Guaranteed Party under the Documents or the obligation of the
Guarantor hereunder or (b) to pursue any other remedy that the Guarantor may or
may not be able to pursue itself any right to which the Guarantor hereby waives.

                (h)     Each Guarantor warrants and agrees that each of the
waivers set forth in Section 3 and in this Section 4 is made with full knowledge
of its significance and consequences and that if any of such waivers are
determined to be contrary to any applicable law or public policy, such waivers
shall be effective only to the maximum extent permitted by applicable law.

                5. RIGHTS OF SECURED CREDITORS. Subject to Sections 4 and 13,
any Secured Creditor may (except as shall be required by applicable statute and
cannot be waived) at any time and from time to time without the consent of, or
notice to, any Guarantor, without incurring responsibility to such Guarantor,
without impairing or releasing the obligations or liabilities of such Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:

                (a)     change the manner, place or terms of payment of, and/or
        change, increase or extend the time of payment of, renew, increase,
        accelerate or alter, any of the Guaranteed Obligations (including,
        without limitation, any increase or decrease in the rate of interest
        thereon or the principal amount thereof), any security therefor, or any
        liability incurred directly or indirectly in respect thereof, and the
        guaranty herein made shall apply to the Guaranteed Obligations as so
        changed, extended, increased, accelerated, renewed or altered;

                (b)     take and hold security for the payment of the Guaranteed
        Obligations and sell, exchange, release, surrender, impair, realize upon
        or otherwise deal with in any manner and in any order any property or
        other collateral by whomsoever at any time pledged or mortgaged to
        secure, or howsoever securing, the Guaranteed Obligations or

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        any liabilities (including any of those hereunder) incurred directly or
        indirectly in respect thereof or hereof, and/or any offset thereagainst;

                (c)     exercise or refrain from exercising any rights against
        the Borrower, any other Guaranteed Party, any other Credit Party, any
        Subsidiary thereof, any other guarantor of the Borrower or others or
        otherwise act or refrain from acting;

                (d)     release or substitute any one or more endorsers,
        Guarantors, other guarantors, the Borrower, any other Guaranteed Party
        or other obligors;

                (e)     settle or compromise any of the Guaranteed Obligations,
        any security therefor or any liability (including any of those
        hereunder) incurred directly or indirectly in respect thereof or hereof,
        and may subordinate the payment of all or any part thereof to the
        payment of any liability (whether due or not) of the Borrower or any
        other Guaranteed Party to creditors of the Borrower or such other
        Guaranteed Party other than the Secured Creditors;

                (f)     apply any sums by whomsoever paid or howsoever realized
        to any liability or liabilities of the Borrower or any other Guaranteed
        Party to the Secured Creditors regardless of what liabilities of the
        Borrower or such other Guaranteed Party remain unpaid;

                (g)     consent to or waive any breach of, or any act, omission
        or default under, any of the Interest Rate Protection Agreements, Other
        Hedging Agreements, Additional Secured Agreements, Credit Documents or
        any of the instruments or agreements referred to therein, or otherwise
        amend, modify or supplement any of the Interest Rate Protection
        Agreements, Other Hedging Agreements, Credit Documents, Additional
        Secured Agreements or any of such other instruments or agreements;

                (h)     act or fail to act in any manner which may deprive such
        Guarantor of its right to subrogation against the Borrower or any other
        Guaranteed Party to recover full indemnity for any payments made
        pursuant to this Guaranty; and/or

                (i)     take any other action or omit to take any other action
        which would, under otherwise applicable principles of common law, give
        rise to a legal or equitable discharge of such Guarantor from its
        liabilities under this Guaranty (including, without limitation, any
        action or omission whatsoever that might otherwise vary the risk of the
        Guarantor or constitute a legal or equitable defense to or discharge of
        the liabilities of a guarantor or surety or that might otherwise limit
        recourse against the Guarantor).

No invalidity, illegality, irregularity or unenforceability of all or any part
of the Guaranteed Obligations, the Credit Documents or any other agreement or
instrument relating to the Guaranteed Obligations or of any security or
guarantee therefor shall affect, impair or be a defense to this Guaranty, and
this Guaranty shall be primary, absolute and unconditional notwithstanding the
occurrence of any event or the existence of any other circumstances which

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might constitute a legal or equitable discharge of a surety or guarantor except
payment in full in cash of the Guaranteed Obligations.

                6. CONTINUING GUARANTY. This Guaranty is a continuing one and
all liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. No failure or
delay on the part of any Secured Creditor in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein expressly specified are cumulative and
not exclusive of any rights or remedies which any Secured Creditor would
otherwise have. No notice to or demand on any Guarantor in any case shall
entitle such Guarantor to any other further notice or demand in similar or other
circumstances or constitute a waiver of the rights of any Secured Creditor to
any other or further action in any circumstances without notice or demand. It is
not necessary for any Secured Creditor to inquire into the capacity or powers of
the Borrower or any other Guaranteed Party or the officers, directors, partners
or agents acting or purporting to act on its or their behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

                7. SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Without
limiting the provisions of the Intercompany Subordination Agreement, any
indebtedness of the Borrower or any other Guaranteed Party now or hereafter held
by any Guarantor is hereby subordinated to the indebtedness of the Borrower or
such other Guaranteed Party to the Secured Creditors; and such indebtedness of
the Borrower or such other Guaranteed Party to any Guarantor, if the
Administrative Agent or the Collateral Agent, after an Event of Default has
occurred and is continuing, so requests, shall be collected, enforced and
received by such Guarantor as trustee for the Secured Creditors and be paid over
to the Secured Creditors on account of the indebtedness of the Borrower or such
other Guaranteed Party to the Secured Creditors, but without affecting or
impairing in any manner the liability of such Guarantor under the other
provisions of this Guaranty. Prior to the transfer by any Guarantor of any note
or negotiable instrument evidencing any indebtedness of the Borrower or any
other Guaranteed Party to such Guarantor, such Guarantor shall mark such note or
negotiable instrument with a legend that the same is subject to this
subordination. Without limiting the generality of the foregoing, each Guarantor
hereby agrees with the Secured Creditors that it will not exercise any right of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether contractual, under Section 509 of the Bankruptcy Code or otherwise)
until all Guaranteed Obligations have been irrevocably paid in full in cash;
provided that if any amount shall be paid to the Guarantor on account of such
subrogation rights at any time prior to the irrevocable payment in full in cash
of all the Guaranteed Obligations, such amount shall be held in trust for the
benefit of the Secured Creditors and shall forthwith be paid to the Secured
Creditors to be credited and applied upon the Guaranteed Obligations, whether
matured or unmatured, in accordance with the terms of the Credit Documents or,
if the Credit Documents do not provide for the application of such amount, to be
held by the Secured Creditors as collateral security for any Guaranteed
Obligations thereafter existing.

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                8. GUARANTY ENFORCEABLE BY ADMINISTRATIVE AGENT OR COLLATERAL
AGENT. Notwithstanding anything to the contrary contained elsewhere in this
Guaranty, the Secured Creditors agree (by their acceptance of the benefits of
this Guaranty) that this Guaranty may be enforced only by the action of the
Administrative Agent or the Collateral Agent, in each case acting upon the
instructions of the Required Lenders (or, after the date on which all Credit
Document Obligations have been paid in full, the holders of at least a majority
of the aggregate outstanding Hedging Obligations and Additional Secured
Obligations (taken together)) and that no other Secured Creditor shall have any
right individually to seek to enforce or to enforce this Guaranty or to realize
upon the security to be granted by the Security Documents, it being understood
and agreed that such rights and remedies may be exercised by the Administrative
Agent or the Collateral Agent or, after all the Credit Document Obligations have
been paid in full, by the holders of at least a majority of the aggregate
outstanding Hedging Obligations and Additional Secured Obligations, as the case
may be, for the benefit of the Secured Creditors upon the terms of this Guaranty
and the Security Documents. The Secured Creditors further agree that this
Guaranty may not be enforced against any director, officer, employee, partner,
member or stockholder of any Guarantor (except to the extent such partner,
member or stockholder is also a Guarantor hereunder). It is understood and
agreed that the agreement in this Section 8 is among and solely for the benefit
of the Secured Creditors and that, if the Required Lenders (or, after the date
on which all Credit Document Obligations have been paid in full, the holders of
at least a majority of the aggregate outstanding Hedging Obligations and
Additional Secured Obligations (taken together)) so agree (without requiring the
consent of any Guarantor), this Guaranty may be directly enforced by any Secured
Creditor.

                9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GUARANTORS. In
order to induce (i) the Lenders to make Loans to, and issue Letters of Credit
for the account of, the Borrower pursuant to the Credit Agreement, (ii) the
Hedging Creditors to execute, deliver and perform the Interest Rate Protection
Agreements and Other Hedging Agreements to which they are a party and (iii) the
Additional Secured Creditors to execute, deliver and perform the Additional
Secured Agreements to which they are a party, each Guarantor represents,
warrants and covenants that:

                (a)     such Guarantor (i) is a duly organized and validly
        existing corporation, partnership or limited liability company, as the
        case may be, in good standing under the laws of the jurisdiction of its
        organization, (ii) has the corporate, partnership or limited liability
        company, as the case may be, 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 in each jurisdiction where the conduct
        of its business requires such qualification except for failures to be so
        qualified which, either individually or in the aggregate, could not
        reasonably be expected to have a Material Adverse Effect;

                (b)     such Guarantor has the corporate, partnership or limited
        liability company, as the case may be, power and authority to execute,
        deliver and perform the terms and provisions of this Guaranty and each
        other Transaction Document (such term, for purposes of this Guaranty, to
        mean each Document (as defined in the Credit Agreement), each Interest
        Rate Protection Agreement and Other Hedging Agreement with a Hedging

                                       10
<PAGE>

        Creditor and each Additional Secured Document with an Additional Secured
        Creditor) to which it is a party and has taken all necessary corporate,
        partnership or limited liability company action, as the case may be, to
        authorize the execution, delivery and performance by it of this Guaranty
        and each such other Transaction Document;

                (c)     such Guarantor has duly executed and delivered this
        Guaranty and each other Transaction Document to which it is a party, and
        this Guaranty and each such other Transaction Document constitutes the
        legal, valid and binding obligation of such Guarantor enforceable in
        accordance with its terms, except to the extent that the enforceability
        hereof or thereof may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws generally affecting
        creditors' rights and by equitable principles (regardless of whether
        enforcement is sought in equity or at law);

                (d)     neither the execution, delivery or performance by such
        Guarantor of this Guaranty or any other Transaction Document to which it
        is a party, nor compliance by it with the terms and provisions hereof
        and thereof, will (i) contravene any provision of any applicable law,
        statute, rule or regulation or any applicable order, writ, injunction or
        decree of any court or governmental instrumentality, (ii) conflict with
        or result in any breach of any of the terms, covenants, conditions or
        provisions of, or constitute a default under, or result in the creation
        or imposition of (or the obligation to create or impose) any Lien
        (except pursuant to the Security Documents and the New Domestic
        Receivables Facility) upon any of the property or assets of such
        Guarantor or any of its Subsidiaries pursuant to the terms of any
        indenture, mortgage, deed of trust, loan agreement, credit agreement, or
        any other material agreement, contract or instrument to which such
        Guarantor or any of its Subsidiaries is a party or by which it or any of
        its property or assets is bound or to which it may be subject or (iii)
        violate any provision of the certificate or articles of incorporation,
        by-laws, partnership agreement or limited liability company agreement
        (or equivalent organizational documents), as the case may be, of such
        Guarantor or any of its Subsidiaries;

                (e)     no order, consent, approval, license, authorization or
        validation of, or filing, recording or registration with (except as have
        been obtained or made prior to the date when required and which remain
        in full force and effect), or exemption by, any 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 this Guaranty by such Guarantor or any other Transaction
        Document to which such Guarantor is a party or (ii) the legality,
        validity, binding effect or enforceability of this Guaranty or any other
        Transaction Document to which such Guarantor is a party;

                (f)     there are no actions, suits or proceedings pending or,
        to such Guarantor's knowledge, threatened (i) with respect to this
        Guaranty or any other Transaction Document to which such Guarantor is a
        party, (ii) with respect to such Guarantor or any of its Subsidiaries
        that, either individually or in the aggregate, could reasonably be
        expected to have a Material Adverse Effect or (iii) that could
        reasonably be expected to have a material adverse effect on the rights
        or remedies of the Secured Creditors or on the

                                       11
<PAGE>

        ability of such Guarantor to perform its obligations to the Secured
        Creditors hereunder and under the other Transaction Documents to which
        it is a party;

                (g)     until the termination of all Commitments, all Interest
        Rate Protection Agreements and Other Hedging Agreements and all
        Additional Secured Agreements and until such time as no Note or Letter
        of Credit remains outstanding (or, in the case of Letters of Credit
        only, are 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 all Guaranteed Obligations have
        been paid in full (other than indemnities referenced in Section 13.01 of
        the Credit Agreement and analogous provisions in the Security Documents
        which are not then due and payable), such Guarantor will comply, and
        will cause each of its Subsidiaries to comply, with all of the
        applicable provisions, covenants and agreements contained in Sections 8
        and 9 of the Credit Agreement, and will take, or will refrain from
        taking, as applicable, all actions that are necessary to be taken or not
        taken so that no violation of any provision, covenant or agreement
        contained in Section 8 or 9 of the Credit Agreement, and so that no
        Default or Event of Default, is caused by the actions of such Guarantor
        or any of its Subsidiaries; and

                (h)     an executed (or conformed) copy of each of the Credit
        Documents, the Interest Rate Protection Agreements, the Other Hedging
        Agreements and the Additional Secured Agreements has been made available
        to a senior officer of such Guarantor and such officer is familiar with
        the contents thereof.

                10. EXPENSES. The Guarantors hereby jointly and severally agree
to pay all reasonable out-of-pocket costs and expenses of (i) the Collateral
Agent, the Administrative Agent and each other Secured Creditor in connection
with the enforcement of this Guaranty and the protection of the Secured
Creditors' rights hereunder and (ii) the Administrative Agent and the Collateral
Agent in connection with any amendment, waiver or consent relating hereto
(including, in each case, without limitation, the reasonable fees and
disbursements of counsel (including in-house counsel) employed by the Collateral
Agent, the Administrative Agent and each other Secured Creditor).

                11. BENEFIT AND BINDING EFFECT. This Guaranty shall be binding
upon each Guarantor and its successors and assigns and shall inure to the
benefit of the Secured Creditors and their successors and assigns.

                12. AMENDMENTS; WAIVERS. Neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated except with the written
consent of each Guarantor directly affected thereby (it being understood that
the addition or release of any Guarantor hereunder shall not constitute a
change, waiver, discharge or termination affecting any Guarantor other than the
Guarantor so added or released) and with the written consent of either (x) the
Required Lenders (or, to the extent required by Section 13.12 of the Credit
Agreement, with the written consent of each Lender) at all times prior to the
time at which all Credit Document Obligations have been paid in full or (y) the
holders of at least a majority of the aggregate outstanding Hedging Obligations
and Additional Secured Obligations (taken together)

                                       12
<PAGE>

at all times after the time at which all Credit Document Obligations have been
paid in full; provided that any change, waiver, modification or variance
affecting the rights and benefits of a single Class (as defined below) of
Secured Creditors (and not all Secured Creditors in a like or similar manner)
shall also require the written consent of the Requisite Creditors (as defined
below) of such Class of Secured Creditors. For the purpose of this Guaranty, the
term "Class" shall mean each class of Secured Creditors, i.e., whether (x) the
Lender Creditors as holders of the Credit Document Obligations, (y) the Hedging
Creditors as the holders of the Hedging Obligations or (z) the Additional
Secured Creditors as holders of the Additional Secured Obligations. For the
purpose of this Guaranty, the term "Requisite Creditors" of any Class shall mean
(x) with respect to the Credit Document Obligations, the Required Lenders (or,
to the extent required by Section 13.12 of the Credit Agreement, each Lender),
(y) with respect to Hedging Obligations, the holders of at least a majority of
all Hedging Obligations outstanding from time to time under the Interest Rate
Protection Agreements and Other Hedging Agreements, and (z) with respect to the
Additional Secured Obligations, the holders of at least a majority of all
Additional Secured Obligations outstanding from time to time under the
Additional Secured Agreements.

                13. SET OFF. In addition to any rights now or hereafter granted
under applicable law (including, without limitation, Section 151 of the New York
Debtor and Creditor Law) and not by way of limitation of any such rights, upon
the occurrence and during the continuance of an Event of Default (such term to
mean and include any "Event of Default" as defined in the Credit Agreement, and
any payment default under any Interest Rate Protection Agreement or Other
Hedging Agreement with a Hedging Creditor or under any Additional Secured
Agreement with an Additional Secured Creditor, as the case may be, continuing
after any applicable grace period), each Secured Creditor is hereby authorized,
at any time or from time to time, without notice to any Guarantor or to any
other Person, any such notice being 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 such Secured Creditor to or for the
credit or the account of such Guarantor, against and on account of the
obligations and liabilities of such Guarantor to such Secured Creditor under
this Guaranty, irrespective of whether or not such Secured Creditor shall have
made any demand hereunder and although said obligations, liabilities, deposits
or claims, or any of them, shall be contingent or unmatured. Notwithstanding
anything to the contrary contained in this guaranty, at any time that the
Guaranteed Obligations shall be secured by any real property located in the
State of California, no Secured Creditor shall exercise any right of set-off,
lien or counterclaim or take any court or administrative action or institute any
proceedings to enforce any provision of this Guaranty without the prior consent
of the Administrative Agent or the Required Lenders or, to the extent required
by Section 13.12 of the Credit Agreement, all of the Lenders, if such setoff or
action or proceeding would or might (pursuant to 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 Guaranteed
Obligations hereunder, and any attempted exercise by any Secured Creditor 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. It is
understood and agreed that the foregoing sentence of this Section 13 is for the
sole benefit of the Secured Creditors and may be amended, modified or waived in
any respect by

                                       13
<PAGE>

the Required Lenders (without any requirement of prior notice to or consent by
any credit party or any other person) and does not constitute a waiver of any
rights against any Credit Party or against any collateral. Each Secured Creditor
(by its acceptance of the benefits hereof) acknowledges and agrees that the
provisions of this Section 13 are subject to the sharing provisions set forth in
Section 13.06 of the Credit Agreement.

                14. NOTICE. Except as otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be sent or delivered by mail, telegraph, telex, telecopy, cable or
courier service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by courier, be effective
when deposited in the mails, delivered to the telegraph company, cable company
or overnight courier, as the case may be, or sent by telex or telecopier, except
that notices and communications to the Administrative Agent or any Guarantor
shall not be effective until received by the Administrative Agent or such
Guarantor, as the case may be. All notices and other communications shall be in
writing and addressed to such party at (i) in the case of any Lender Creditor,
as provided in the Credit Agreement, (ii) in the case of any Guarantor, at its
address set forth opposite its signature page below, (iii) in the case of any
Hedging Creditor, at such address as such Hedging Creditor shall have specified
in writing to the Guarantors, and (iv) in the case of any Additional Secured
Creditor, at such address as such Additional Secured Creditor shall have
specified in writing to the Guarantors and the Collateral Agent; or in any case
at such other address as any of the Persons listed above may hereafter notify
the others in writing.

                15. REINSTATEMENT. If any claim is ever made upon any Secured
Creditor for repayment or recovery of any amount or amounts received in payment
or on account of any of the Guaranteed Obligations and any of the aforesaid
payees repays all or part of said amount by reason of (i) any judgment, decree
or order of any court or administrative body having jurisdiction over such payee
or any of its property or (ii) any settlement or compromise of any such claim
effected by such payee with any such claimant (including, without limitation,
the Borrower or any other Guaranteed Party), then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation hereof or
the cancellation of any Note, any Interest Rate Protection Agreement, any Other
Hedging Agreement, any Additional Secured Agreement or any other instrument
evidencing any liability of the Borrower or any other Guaranteed Party, and such
Guarantor shall be and remain liable to the aforesaid payees hereunder for the
amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.

                16. CONSENT TO JURISDICTION; SERVICE OF PROCESS; AND WAIVER OF
TRIAL BY JURY. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE SECURED
CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Guaranty or any other Credit Document to which any
Guarantor is a party may be brought in the courts of the State of New York or of
the United States of America for the Southern District of New York, in each case
located within the County of New York, and, by execution and delivery of this
Guaranty,

                                       14
<PAGE>

each Guarantor hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Guarantor hereby further irrevocably waives any claim that any such
courts lack jurisdiction over such Guarantor, and agrees not to plead or claim,
in any legal action or proceeding with respect to this Guaranty or any other
Credit Document to which such Guarantor is a party brought in any of the
aforesaid courts, that any such court lacks jurisdiction over such Guarantor.
Each Guarantor further irrevocably consents to the service of process out of any
of the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to each
Guarantor at its address set forth opposite its signature below, such service to
become effective 30 days after such mailing. Each Guarantor 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 to which such Guarantor is a party that such
service of process was in any way invalid or ineffective. Nothing herein shall
affect the right of any of the Secured Creditors to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against each Guarantor in any other jurisdiction.

                (b) Each Guarantor hereby irrevocably waives (to the fullest
extent permitted by applicable law) 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 Guaranty or any other Credit Document
to which such Guarantor is a party 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 such action or proceeding brought in any such court has
been brought in an inconvenient forum.

                (c) EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE
OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS
A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                17. RELEASE OF LIABILITY OF GUARANTOR UPON SALE OR DISSOLUTION.
In the event that all of the capital stock or other equity interests of one or
more Guarantors is sold or otherwise disposed of or liquidated in compliance
with the requirements of Section 9.02 of the Credit Agreement (or such sale,
other disposition or liquidation has been approved in writing by the Required
Lenders (or all the Lenders if required by Section 13.12 of the Credit
Agreement)) and the proceeds of such sale, disposition or liquidation are
applied in accordance with the provisions of the Credit Agreement, to the extent
applicable, such Guarantor shall, upon consummation of such sale or other
disposition (except to the extent that such sale or disposition is to the
Borrower or another Subsidiary thereof), be released from this Guaranty
automatically and without further action and this Guaranty shall, as to each
such Guarantor or Guarantors, terminate, and have no further force or effect (it
being understood and agreed that the sale of one or more Persons that own,
directly or indirectly, all of the capital stock or other equity interests of
any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of
this Section 17).

                                       15
<PAGE>

                18. CONTRIBUTION. At any time a payment in respect of the
Guaranteed Obligations is made under this Guaranty, the right of contribution of
each Guarantor against each other Guarantor shall be determined as provided in
the immediately following sentence, with the right of contribution of each
Guarantor to be revised and restated as of each date on which a payment (a
"Relevant Payment") is made on the Guaranteed Obligations under this Guaranty.
At any time that a Relevant Payment is made by a Guarantor that results in the
aggregate payments made by such Guarantor in respect of the Guaranteed
Obligations to and including the date of the Relevant Payment exceeding such
Guarantor's Contribution Percentage (as defined below) of the aggregate payments
made by all Guarantors in respect of the Guaranteed Obligations to and including
the date of the Relevant Payment (such excess, the "Aggregate Excess Amount"),
each such Guarantor shall have a right of contribution against each other
Guarantor who has made payments in respect of the Guaranteed Obligations to and
including the date of the Relevant Payment in an aggregate amount less than such
other Guarantor's Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Guarantors in respect of the
Guaranteed Obligations (the aggregate amount of such deficit, the "Aggregate
Deficit Amount") in an amount equal to (x) a fraction the numerator of which is
the Aggregate Excess Amount of such Guarantor and the denominator of which is
the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate
Deficit Amount of such other Guarantor. A Guarantor's right of contribution
pursuant to the preceding sentences shall arise at the time of each computation,
subject to adjustment to the time of each computation; provided that no
Guarantor may take any action to enforce such right until the Guaranteed
Obligations have been irrevocably paid in full in cash and all Commitments and
Letters of Credit have been terminated, it being expressly recognized and agreed
by all parties hereto that any Guarantor's right of contribution arising
pursuant to this Section 18 against any other Guarantor shall be expressly
junior and subordinate to such other Guarantor's obligations and liabilities in
respect of the Guaranteed Obligations and any other obligations owing under this
Guaranty. As used in this Section 18: (i) each Guarantor's "Contribution
Percentage" shall mean the percentage obtained by dividing (x) the Adjusted Net
Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net
Worth of all Guarantors; (ii) the "Adjusted Net Worth" of each Guarantor shall
mean the greater of (x) the Net Worth (as defined below) of such Guarantor and
(y) zero; and (iii) the "Net Worth" of each Guarantor shall mean the amount by
which the fair saleable value of such Guarantor's assets on the date of any
Relevant Payment exceeds its existing debts and other liabilities (including
contingent liabilities, but without giving effect to any Guaranteed Obligations
arising under this Guaranty or any guaranteed obligations arising under any
guaranty of the New Senior Notes or the Existing Senior Notes) on such date.
Notwithstanding anything to the contrary contained above, any Guarantor that is
released from this Guaranty pursuant to Section 17 hereof shall thereafter have
no contribution obligations, or rights, pursuant to this Section 18, and at the
time of any such release, if the released Guarantor had an Aggregate Excess
Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and
the contribution rights and obligations of the remaining Guarantors shall be
recalculated on the respective date of release (as otherwise provided above)
based on the payments made hereunder by the remaining Guarantors. All parties
hereto recognize and agree that, except for any right of contribution arising
pursuant to this Section 18 each Guarantor who makes any payment in respect of
the Guaranteed Obligations shall have no right of contribution or subrogation
against any other Guarantor in respect of such payment until all of the
Guaranteed

                                       16
<PAGE>

Obligations have been irrevocably paid in full in cash. Each of the Guarantors
recognizes and acknowledges that the rights to contribution arising hereunder
shall constitute an asset in favor of the party entitled to such contribution.
In this connection, each Guarantor has the right to waive its contribution right
against any Guarantor to the extent that after giving effect to such waiver such
Guarantor would remain solvent, in the determination of the Required Lenders.

                19. LIMITATION ON GUARANTEED OBLIGATIONS. Each Guarantor and
each Secured Creditor (by its acceptance of the benefits of this Guaranty)
hereby confirms that it is its intention that this Guaranty not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the
Uniform Fraudulent Conveyance Act of any similar Federal or state law. To
effectuate the foregoing intention, each Guarantor and each Secured Creditor (by
its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that
the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such
amount as will, after giving effect to such maximum amount and all other
(contingent or otherwise) liabilities of such Guarantor that are relevant under
such laws (it being understood that it is the intention of the parties to this
Guaranty and the parties to any guaranty of the New Senior Notes (as provided in
the guaranty for such New Senior Notes) that, to the maximum extent permitted
under applicable laws, the liabilities in respect of the guarantees of the New
Senior Notes shall not be included for the foregoing purposes and that, if any
reduction is required to the amount guaranteed by any Guarantor hereunder and
with respect to the New Senior Notes, that its guaranty of amounts owing in
respect of the New Senior Notes shall first be reduced) and after giving effect
to any rights to contribution pursuant to any agreement providing for an
equitable contribution among such Guarantor and the other Guarantors, result in
the Guaranteed Obligations of such Guarantor in respect of such maximum amount
not constituting a fraudulent transfer or conveyance.

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

                21. PAYMENTS. All payments made by any Guarantor hereunder will
be made without setoff, counterclaim or other defense and on the same basis as
payments are made by the Borrower under Sections 4.03 and 4.04 of the Credit
Agreement and in accordance with the provisions of Section 13.19 of the Credit
Agreement.

                22. ADDITIONAL GUARANTORS. It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Guaranty after the date hereof pursuant to the Credit Agreement shall become a
Guarantor hereunder by (x) executing and delivering a counterpart hereof to the
Administrative Agent or (y) executing a Joinder Agreement substantially in the
form of Exhibit O to the Credit Agreement and delivering same to the
Administrative Agent, in each case as may be requested by (and in form and
substance satisfactory to) the Administrative Agent and (y) taking all actions
as specified in this Guaranty as would have been taken by such Guarantor had it
been an original party to this Guaranty, in each case with all documents and
actions required to be taken to be taken above to the reasonable satisfaction of
the Administrative Agent.

                                       17
<PAGE>

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

                                      * * *

                                       18
<PAGE>

                IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to
be executed and delivered as of the date first above written.

Address:

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

Accepted and Agreed to:

Deutsche Bank AG New York Branch,
 as Administrative Agent

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

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